SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB
(Mark One)

            [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                    For the Quarter Ended September 30, 1997

            [   ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
                                  EXCHANGE ACT

           For the transition period from            to 
                                         ------------  -----------

                         Commission file number: 0-15224

                       ADVANCE DISPLAY TECHNOLOGIES, INC.
                      --------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

                  COLORADO                         84-0969445
          ----------------------             ----------------------
         (State of incorporation)           (IRS Employer ID number)


             1251 South Huron Street, Unit C, Denver, Colorado 80223
             -------------------------------------------------------
               (Address of principle executive offices) (Zip Code)


                                 (303) 733-5339
                (Issuer's telephone number, including area code)



Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 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 November 10, 1997,  25,526,432 shares of Common Stock, $.001 par value per
share were outstanding.

           Transitional Small Business Disclosure Format (check one):

                       YES                        NO  X
                          -----                     -----


<PAGE>



                       ADVANCE DISPLAY TECHNOLOGIES, INC.


                                      INDEX


                                                                           Page
                                                                           ----

                          PART I. FINANCIAL INFORMATION


Item 1.  Consolidated Balance Sheets (unaudited) -
           September 30, 1997 and June 30,1997................................3

         Consolidated  Statements  of  Operations  (unaudited) 
           Three months ended September 30, 1997 and 
           September 30, 1996 and for the period from
           March 15, 1995, inception, to September 30, 1997...................4

         Consolidated  Statements  of Cash Flows  (unaudited) 
           Three  months ended September 30, 1997 and 
           September 30, 1996 and for the period from
           March 15, 1995, inception, to September 30, 1997...................5

         Notes to Consolidated Financial Statements (unaudited)...............6

Item 2.  Management's Discussion and Analysis of
           Results of Operations and Financial Condition...................7-10


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings...................................................10

Item 2.  Changes in Securities...............................................10

Item 3.  Defaults on Senior Securities.......................................11

Item 4.  Submission of Matters to a Vote of
           Security Holders..................................................11

Item 5.  Other Information...................................................11

Item 6.  Exhibits and Reports on Form 8-K....................................11

           Signatures........................................................11


                                        2

<PAGE>



                       ADVANCE DISPLAY TECHNOLOGIES, INC.
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                                 September 30,      June 30,
                                                     1997             1997
                                                 ------------     -----------

                                     ASSETS
                                     ------

CURRENT ASSETS:
   Cash                                           $     28,082    $    235,731
   Inventory                                           109,811          51,819
   Other current assets                                 31,057          10,191
                                                  ------------    ------------
      Total current assets                             168,950         297,741

PROPERTY AND EQUIPMENT                                  84,210          77,674
   Less:  Accumulated depreciation                      (7,765)         (2,260)
                                                  ------------    ------------
      Net Property and Equipment                        76,445          75,414
                                                  ------------    ------------

INTANGIBLE ASSETS, net of accumulated
        amortization of $62,281 and
        $42,750, respectively                          510,084         529,615
                                                  ------------    ------------

      TOTAL ASSETS                                $    755,479    $    902,770
                                                  ============    ============


                      LIABILITIES AND SHAREHOLDERS' DEFICIT
                      -------------------------------------

CURRENT LIABILITIES:
   Accounts payable                               $    528,654    $    558,140
   Notes payable to shareholders                        65,000             ---
   Convertible notes payable to shareholders           550,000         500,000
   Other accrued liabilities                           183,813         111,494
                                                  ------------    ------------
      Total current liabilities                      1,327,467       1,169,634


SHAREHOLDERS' DEFICIT:
   Preferred stock, $.001 par value,  100,000,000 
     shares authorized,  1,843,900 shares issued
     and outstanding (liquidation preference of
     $2,765,850)                                         1,844           1,844
   Common stock, $.001 par value, 100,000,000
     shares authorized, 21,343,923 shares issued
     and outstanding                                    21,344          21,344
   Additional paid-in capital                        2,453,503       2,453,503
   Deficit accumulated during the development
     stage                                          (3,048,679)     (2,743,555)
                                                  ------------    ------------
      Total Shareholders' Deficit                     (571,988)       (266,864)
                                                  ------------    ------------

      TOTAL LIABILITIES AND SHAREHOLDERS'
        DEFICIT                                   $    755,479    $    902,770
                                                  ============    ============

     (See accompanying notes to unaudited consolidated financial statements)

                                        3

<PAGE>
<TABLE>
<CAPTION>



                               ADVANCE DISPLAY TECHNOLOGIES, INC.
                                 (A Development Stage Company)

                             CONSOLIDATED STATEMENTS OF OPERATIONS
                                         (Unaudited)
                                                                                  March 15, 1995
                                                 Three Months Ended            (Inception) through
                                                    September 30,                  September 30,
                                                 1997            1996                  1997
                                             ------------    -----------           -------------
REVENUE:
<S>                                          <C>             <C>                   <C>          
 Consulting                                  $     15,000    $       ---           $      15,000
 Interest income - related party                      ---         26,159                 162,761
                                             ------------    -----------           -------------
      Total Revenue                                15,000         26,159                 177,761

COSTS AND EXPENSES:
   Cost of goods                                   11,427            ---                  11,427
   General and administrative                     259,287          1,026                 398,642
   Research and development                        34,241            ---               2,579,181
   Interest expense - related party                15,169         34,563                 237,190
                                             ------------    -----------           -------------
      Total costs and expenses                    320,124         35,589               3,226,440
                                             ------------    -----------           -------------

NET LOSS                                     $   (305,124)   $    (9,430)          $  (3,048,679)
                                             ============    ===========           =============


NET LOSS PER COMMON SHARE                         $ ( .01)       $ ( .01)
                                                  =======        =======

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                          21,343,923        784,236
                                               ==========        =======


             (See accompanying notes to unaudited consolidated financial statements)

                                              4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                              ADVANCE DISPLAY TECHNOLOGIES, INC.
                                 (A Development Stage Company)

                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (Unaudited)
                                                                                 March 15, 1995
                                                        Three Months Ended    (Inception) through
                                                           September 30,          September 30,
                                                        1997           1996           1997
                                                    -----------    -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                 <C>            <C>            <C>         
   Net loss                                         $  (305,124)   $    (9,430)   $(3,048,679)
   Adjustments to reconcile net loss
    to net cash used in
    operating activities:
     Acquired research and development expense             --             --        2,536,494
     Depreciation and amortization                       25,036           --           74,885
     (Increase) decrease in:
         Inventory                                      (57,992)          --         (103,763)
         Interest receivable                               --          (19,038)      (141,863)
         Other current assets                           (20,866)          --          (20,866)
     (Decrease) increase in:
         Accrued interest payable to members             14,646         27,441        217,770
         Accounts payable                               (29,486)          --           82,812
         Other accrued liabilities                       57,673           --           27,008
                                                    -----------    -----------    -----------
      Net cash used in
        operating activities                           (316,113)        (1,027)      (376,202)
                                                    -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to property and equipment                   (6,536)          --          (21,635)
   Advances to affiliates                                  --          (54,473)      (932,925)
   Purchase of notes receivable and security
      interest                                             --             --         (225,000)
   Cash received in acquisition                            --             --          303,812
                                                    -----------    -----------    -----------
     Net Cash used in
         investing activities                            (6,536)       (54,473)      (875,748)
                                                    -----------    -----------    -----------

 CASH FLOWS FROM FINANCING ACTIVITIES:
   Capital contributions                                   --             --          103,127
   Proceeds from notes payable to shareholders           65,000           --           65,000
   Proceeds from convertible notes payable
      to shareholders                                    50,000          5,000        812,400
   Proceeds from line-of-credit                            --             --          299,505
                                                    -----------    -----------    -----------
    Net Cash provided by financing activities           115,000          5,000      1,280,032
                                                    -----------    -----------    -----------

Increase (decrease) in cash                            (207,649)       (50,500)        28,082
Cash and cash equivalents
   at beginning of period                               235,731         54,355           --
                                                    -----------    -----------    -----------
Cash and cash equivalents at end
   of period                                        $    28,082    $     3,855    $    28,082
                                                    ===========    ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for:
   Interest                                         $      --      $     7,122    $    25,824
                                                    ===========    ===========    ===========
   Taxes                                            $      --      $      --      $      --
                                                    ===========    ===========    ===========
Issuance of Common Stock for acquisition
   of Display Group, LLC and Display
   Optics, Ltd. and conversion of
   convertible debt                                 $      --      $      --      $ 2,199,026
                                                    ===========    ===========    ===========

            (See accompanying notes to unaudited consolidated financial statements)

                                              5
</TABLE>

<PAGE>



                       ADVANCE DISPLAY TECHNOLOGIES, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.

     The accompanying  unaudited interim consolidated  financial statements have
been  prepared in  accordance  with the  instructions  to Form 10-QSB and do not
include  all the  information  and  footnotes  required  by  generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  The results of operations
for any interim period are not necessarily  indicative of results for the entire
fiscal year. These  statements  should be read in conjunction with the financial
statements  and  related  notes  included  in Form  10-KSB for  Advance  Display
Technologies, Inc. ("ADTI" or "the Company")for the year ended June 30, 1997, as
the  notes  to these  interim  financial  statements  omit  certain  information
required for complete financial statements.


Note 2.

     Financial  statements  for the  periods  through  May 31,  1997  have  been
restated - See Management's Discussion and Analysis of Results of Operations and
Financial Condition.


Note 3.

Subsequent Events
-----------------

     Effective October 14, 1997,  $550,000 of convertible  promissory notes were
converted  into shares of the Company's  Common Stock at the rate of $0.1315 per
share or 4,182,509 shares.  The interest due on these notes was converted into a
Convertible,  Redeemable  Promissory  Note on  November  5, 1997  pursuant to an
additional private placement as described below.

     In October,  1997, a shareholder  loaned the Company  $95,000.  These loans
together  with  previously  outstanding  loans of $65,000 and the  interest on a
$50,000 loan were converted into  Convertible,  Redeemable  Promissory  Notes on
November 5, 1997 pursuant to an additional private placement as described below.

     On October 10, 1997, the Company initiated an additional  private placement
offered to accredited investors. The private placement provides for the issuance
of a  minimum  of  $550,000  and a maximum  of  $1,000,000  of 10%  Convertible,
Redeemable Promissory Notes (the "Notes") issuable in increments of $10,000. The
Notes  are due  October  15,  2000 and are  convertible,  at the  option  of the
noteholder, into shares of the Company's Common Stock at the rate of $0.1615 per
share.  The  Company  has the right to call these  Notes  after one year and the
noteholders  have 30 days in which to convert  if these  Notes are called by the
Company.  The Company may elect to pay interest on any of these Notes  converted
in cash or by issuance of additional shares of the Company's Common Stock.

     On November  5, 1997,  the  Company  completed  the sale of $573,695 of the
Notes.  Proceeds  included  the  conversion  of  $160,000  of  loans  previously
outstanding,  cash received of $390,000 and  conversion  of interest  payable of
$23,695.


                                        6

<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                     ---------------------------------------
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                  ---------------------------------------------

                Special Note Regarding Forward Looking Statements

     Certain statements contained herein constitute "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward looking statements include, without limitation, statements regarding the
Company's anticipated marketing and production, need for working capital, future
revenues and results of  operations.  Factors that could cause actual results to
differ materially  include,  among others, the ability of the Company to: obtain
sufficient  capital,  further develop and improve the manufacturing  process for
its product,  manufacture  its product at a cost that would result in profitable
sales,  sell a sufficient  number of screens at a sufficient  price to result in
positive operating margins, complete a marketing study and implement a marketing
plan, attract and retain qualified management and other personnel, and generally
to  successfully  execute a  business  plan that  will take the  Company  from a
development  stage  entity  to a  profitable  operating  company.  Many of these
factors are outside the control of the Company.  Investors  are cautioned not to
put undue  reliance on forward  looking  statements.  The Company  disclaims any
intent or  obligation  to update  publicly  these  forward  looking  statements,
whether as a result of new information, future events or otherwise.


General
-------

     In  December  1993,  Advance  Display  Technologies,  Inc.  ("ADTI" or "the
Company") and  individual  investors  organized a limited  partnership,  Display
Optics,  Ltd. (the  "Partnership"  or "DOL"),  to obtain capital and to continue
development of the fiber optic video technology and other related display screen
technology. The Company acts as a general partner and the Partnership is managed
by Display Group,  LLC.  Display Group was formed by the limited partners of the
Partnership  and other  individuals  and entities to manage and  partially  fund
operations of the Partnership.

     The  Company  conducted  substantially  all of  its  business  through  the
Partnership  until the  completion  of the exchange  effective May 21, 1997 (see
below). Based on an analysis of the Partnership Agreement and generally accepted
accounting  principles,  a research and development  arrangement existed between
the  Partnership  and the Company  which  required  ADTI to record the  expenses
incurred by the Partnership as a liability.

     Effective May 21, 1997, the Company entered into an exchange agreement (the
"Exchange") with Display Group, DOL and the owners of Display Group and DOL (the
"Investors").   Under  the  terms  of  the  Exchange  and  previously   existing
agreements, all member interests in Display Group, partnership interests in DOL,
convertible notes totaling $1,799,026,  and Series B Preferred Common Stock held
by the Investors were  exchanged for 17,509,868  shares of ADTI Common Stock and
1,843,900  shares of Series C  Preferred  Stock  issued  to the  Investors.  The
Exchange resulted in Display Group and DOL becoming wholly-owned subsidiaries of
ADTI whereby the  operations  of Display  Group and DOL were  consolidated  with
those of the Company.  The Exchange  resulted in the Investors  acquiring in the
aggregate a direct  interest in Common Stock equal to  approximately  eighty two
percent (82%) of the Company's issued and outstanding Common Stock.

     The Exchange was accounted for using the purchase method of accounting.  As
the former members of Display Group acquired a majority of the Company's  Common
Stock, for financial statement reporting purposes, the Exchange was treated as a
reverse  acquisition  whereby Display Group was considered the acquiring entity.


                                        7

<PAGE>


Therefore,  the financial  statements for periods through May 31, 1997 have been
restated to reflect only the results of operations of Display Group.  Subsequent
to May 31, 1997, the financial statements reflect the combined operations of the
Company, DOL and Display Group.


Results of Operations
---------------------

     For the fiscal quarter ended September 30, 1997, the Company reported a net
loss of  ($305,124)  as  compared  to  ($9,430)  for the  fiscal  quarter  ended
September  30,  1996.  The  increase in 1997 from 1996 is  primarily  due to the
restatement  of the financial  statements  reporting only Display Group activity
through May 31, 1997 and the inclusion of  operational  activity of the combined
entities for the first quarter of the current fiscal year.

     The Company  reported total revenue of $15,000 for the fiscal quarter ended
September 30, 1997 which  consisted  entirely of consulting  fees pursuant to an
agreement with Toshiba  Lighting and Technology  Corporation  ("TLT")  effective
July 1, 1997. The agreement calls for the Company to provide  technical  support
for an outdoor  product of TLT and to provide market  research  information  for
consideration of $5,000 per month. The Company reported total revenue of $26,159
for the fiscal quarter ended  September 30, 1996,  which  consisted  entirely of
interest income from loans made by Display Group to the Partnership. These loans
were  converted to equity of the Company  effective May 21, 1997 pursuant to the
Exchange described above.  Therefore,  there was no interest income reported for
the  fiscal  quarter  ended  September  30,  1997.  There  were no  sales of the
Company's products to report for either fiscal quarter.

     During  the  fiscal   quarter  ended   September  30,  1997,   the  Company
manufactured  one 7' x 9' fiber optic  screen  which it now holds in  inventory.
Actual costs incurred to build the screen  exceeded  projections  due to various
difficulties  experienced  during the manufacturing  process which also affected
the overall  quality of the screen.  Therefore,  the cost of the screen exceeded
the anticipated  proceeds from the sale of the screen and the inventory value of
this screen was reduced by  approximately  $11,400 which was reported as cost of
goods.

     The Company reported general and administrative ("G&A")expenses of $259,102
and $1,026 for the quarters ended September 30, 1997 and 1996, respectively. The
Company also reported  research and development  ("R&D") expenses of $34,241 and
$0 for the  quarters  ended  September  30, 1997 and 1996,  respectively.  These
increases in fiscal 1997 from amounts reported in fiscal 1996 were primarily due
to the  restatement  of the financial  statements  reporting  only Display Group
activity  through May 31, 1997 and the inclusion of operational  activity of the
combined entities for the first quarter of the current fiscal year. G&A expenses
for the fiscal quarter ended September 30, 1997 included:  1)  depreciation  and
amortization  of  approximately  $24,000;  2) promotional and travel expenses of
approximately  $11,000;  4) general office expense of approximately  $26,000; 5)
employee salaries and expenses of approximately $73,000; and 6) professional and
consulting fees of approximately  $125,000 (primarily due to legal fees incurred
in  connection  with  the  Exchange  transaction  and  ongoing  litigation,  and
accounting  fees  in  connection  with  the  audit  of the  Company's  financial
statements  for the fiscal year ended June 30,  1997 and the audit of  financial
statements of DOL and Display Group in connection with the Exchange).

     Interest expense decreased from $34,563 for the fiscal year ended September
30, 1996 to $15,169 for the same period of the current fiscal year.  This change
was primarily due to the elimination of funds advanced from outside investors to
Display  Group as a result of the  Exchange  which was  partially  offset by the
interest expense on loans received by ADTI after the Exchange.



                                        8

<PAGE>



Liquidity and Capital Resources
-------------------------------

     Due to significant  costs  associated with development and marketing of the
Company's  products  and the lack of  material  sales to date,  the  Company has
experienced a continuing need for financing  since the 1980's.  This need became
particularly acute beginning in 1989, following  protracted  litigation over the
Company's  technology.  The Company's  operations were essentially  dormant from
approximately  1990 to 1993.  In fiscal  1994,  ADTI formed the  Partnership  to
obtain capital to continue development of its technology. (See General, above)

     The Company and its subsidiaries  have been totally  dependent on financing
from outside  sources to fund operations for nearly four years. At September 30,
1997, the Company  reported  negative net worth of $571,988 and negative working
capital  of  $1,158,517.   The  Company  will  require  additional  capital  for
administrative   expenses,   continued  development  of  the  product,   further
automation  of the  manufacturing  process,  marketing  costs and  other  costs.
Management believes that the Company's continued existence is dependent upon its
ability  to: 1) perfect and  further  automate  the  manufacturing  process;  2)
successfully market the product; 3) obtain additional sources of funding through
outside sources;  and 4) achieve and maintain  profitable  operations.  Although
management is attempting to achieve these objectives,  there can be no assurance
that  the  Company  will be able to  obtain  sufficient  additional  capital  or
manufacture  or sell its products on terms and  conditions  satisfactory  to the
Company.

     Cash flows from financing activities for the fiscal quarter ended September
30,  1997  consisted  entirely  of loans to the  Company  from two  shareholders
totaling $115,000.

     During the first  quarter of fiscal 1998,  the Company  completed a private
placement of its  securities to a single  accredited  investor (the  "Accredited
Investor").  The Company sold 10% convertible  promissory notes in the aggregate
principal  amount of $550,000,  of which $500,000 was received during the fiscal
year ended June 30,  1997 and  $50,000 was  received  during the fiscal  quarter
ended September 30, 1997. These notes and interest thereon were payable upon the
earliest to occur of  completion of a subsequent  private  placement or December
31, 1997.

     In August,  1997, the Accredited  Investor loaned the Company an additional
$50,000 at 10% per annum due the earlier to occur of  completion of a subsequent
private  placement  or  November  6,  1997.  In  September  a  shareholder  (the
"Shareholder") loaned the Company $15,000.

     In October, 1997, the Shareholder loaned the Company an additional $95,000.
These  loans  totaling  $160,000  payable  to the  Accredited  Investor  and the
Shareholder,   and  the  interest  on  the  $50,000  loan  were  converted  into
Convertible,  Redeemable  Promissory  Notes on November  5, 1997  pursuant to an
additional private placement as described below.

     Proceeds from financing activities received during the fiscal quarter ended
September 30, 1997 were primarily used for manufacturing a 7'x9' screen, ongoing
product  development,  marketing efforts,  operating expenses and investments in
capital equipment of approximately $6,536.

     For the fiscal quarter ended  September 30, 1996, cash flows from financing
activities  related  entirely  to a loan of  $5,000  from a single  investor  to
Display  Group.  Additionally,  the cash flows used in investing  activities  of
$54,473 related to advances from Display Group to DOL.

     Effective  October 14,  1997,  the $550,000 of 10%  convertible  promissory
notes were  converted  into shares of the Company's  Common Stock at the rate of


                                        9

<PAGE>



$0.1315  per share or  4,182,509  shares.  The  interest  due on these notes was
converted  into a  Convertible  Redeemable  Promissory  Note on November 5, 1997
pursuant to an additional private placement as described below.

     On October 10, 1997, the Company initiated an additional  private placement
offered to qualified investors.  The private placement provides for the issuance
of a  minimum  of  $550,000  and a maximum  of  $1,000,000  of 10%  Convertible,
Redeemable Promissory Notes (the "Notes") issuable in increments of $10,000. The
Notes  are due  October  15,  2000 and are  convertible,  at the  option  of the
noteholder, into shares of the Company's Common Stock at the rate of $0.1615 per
share.  The  Company  has the right to call these  Notes  after one year and the
noteholders  have 30 days in which to convert  if these  Notes are called by the
Company.  The Company may elect to pay interest on any of these Notes  converted
in cash or by issuance of additional  shares of the Company's  Common Stock.  On
November  5, 1997,  the  Company  completed  the sale of  $573,695 of the Notes.
Proceeds included the conversion of $160,000 of loans previously outstanding (as
discussed  above),  cash received of $390,000 and conversion of interest payable
of $23,695 due to the Accredited Investor (as discussed above).

     ADTI  reported a working  capital  deficit  position at September 30, 1997.
Current  liabilities  exceeded  current assets by  $1,158,517.  At September 30,
1997,  current  liabilities  consisted of trade payables and accrued expenses of
$712,467  primarily  due to  litigation  costs,  costs of the Exchange and costs
associated with the subsequent private offerings.

     The Company's efforts will continue to be focused on further development of
the  FiberVision  Screen and pursuing  engineering  expertise for the design and
development of a further  automated  manufacturing  system.  The Company is also
planning to create a current  marketing study and a detailed  marketing plan. In
addition,  the  Company  will  continue  efforts on raising  additional  capital
through private placements or other sources. There can be no assurances that the
Company will be able to acquire the capital needed or be successful in achieving
these objectives.


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.
--------------------------

None.


ITEM 2. CHANGES IN SECURITIES.
------------------------------

     On July  11,  1997,  the  Company  completed  a  private  placement  of its
securities in a transaction  exempt from the  registration  requirements  of the
1933 Act. The Company sold 10%  convertible  promissory  notes in the  aggregate
principal amount of $550,000 to a single accredited investor,  of which $500,000
was received  prior to June 30, 1997 and $50,000 was  received on July  11,1997.
These notes were sold  pursuant to the  provisions  of Regulation D, Rule 506 of
the 1933 Act. On October  14,  1997,  the  investor  converted  these notes into
shares of the Company's Common Stock at a conversion rate of $.1315 per share or
4,182,509 shares. This transaction was exempt from the registration requirements
pursuant to the provisions of Section 3(a)(9) of the 1933 Act.

     On August 11,  1997,  the same  investor  loaned the Company an  additional
$50,000.  In addition,  a shareholder of the Company loaned the Company $110,000
in September and October, 1997.



                                       10

<PAGE>


     On November 5, 1997, the Company completed an additional  private placement
of its  securities  in a series of  transactions  exempt  from the  registration
requirements  of the 1933 Act.  The  Company  sold 10%  Convertible,  Redeemable
Promissory  Notes in the  aggregate  principal  amount of $573,695 to accredited
investors  pursuant to the provisions of Regulation D, Rule 506 of the 1933 Act.
Proceeds  included the conversion of $160,000 of loans  previously  outstanding,
cash of $390,000 and  conversion of interest of $23,695 due to an investor.  The
notes will be due October 15, 2000 and will be convertible, at the option of the
noteholder, into shares of the Company's Common Stock at the rate of $0.1615 per
share.  The  Company  will have the right to call these notes after one year and
the note holders will have 30 days in which to convert if these notes are called
by the  Company.  The  Company  may elect to pay  interest on any of these notes
converted in cash or by issuance of additional  shares of the  Company's  Common
Stock.

     The  Company  will  continue  to  offer  the  10%  Convertible,  Redeemable
Promissory  Notes up to the maximum  amount under the same terms and  conditions
for a limited time subsequent to November 5, 1997.


ITEM 3. DEFAULTS ON SENIOR SECURITIES.
--------------------------------------

None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
------------------------------------------------------------

None.


ITEM 5. OTHER INFORMATION.
--------------------------

None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
-----------------------------------------

Advance Display Technologies, Inc. filed a Form 8-K dated May 21, 1997 to report
a Change in Control of the Registrant.  The Company filed an amendment on Form
8-K/A-1 on September 29, 1997.


                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report  on Form  10-QSB to be  signed  on its  behalf by the  undersigned,
thereunto duly authorized.


                                       ADVANCE DISPLAY TECHNOLOGIES, INC.
                                            (Registrant)



Date: November 14, 1997                /S/ Kenneth P. Warner
      -----------------                -----------------------------------------
                                       Kenneth P. Warner
                                       President and Chief Executive Officer
                                      (Chief Executive and Financial Officer)


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