----

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

| 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) |

| 7334      South Alton Way, Suite F, Centennial, CO 80112             |
|----------------------------------------------------------------------|
| (Address      of principal executive offices)  (Zip  Code) |

| (303)      267-0111                                        |
|------------------------------------------------------------|
| (Issuer’s      telephone number, including areacode) |

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

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

----

|         |                                                                                                          |   |
|--------------|---------------------------------------------------------------------------------------------------------------|--------|
|         |                                                                                                          |   |
|         | PART      I.  FINANCIAL INFORMATION                                                                 | Page   |
|         |                                                                                                          |   |
| Item      1. | Balance      Sheets                                                                                           |   |
|         |      March      31, 2008 (unaudited) and June 30, 2007                               | 1      |
|         |                                                                                                          |   |
|         | Statements      of Operations (unaudited)                                                                     |   |
|         |      Three      and nine months ended March 31, 2008 and 2007 and for the            | 2      |
|         |         period      from March 15, 1995, inception, to March 31, 2008 |   |
|         |                                                                                                          |   |
|         | Statements      of Cash Flows (unaudited)                                                                     |   |
|         |      Nine      months ended March 31, 2008 and 2007 and for the period               |   |
|         |         from      March 15, 1995, inception, to March 31, 2008        | 3-4    |
|         |                                                                                                          |   |
|         | Notes      to Financial Statements (unaudited)                                                                | 5-7    |
|         |                                                                                                          |   |
| Item      2. | Management’s      Discussion and Analysis or Plan of Operations                                         | 8-12   |
|         |      Results      of Operations                                                      | 9-11   |
|         |      Liquidity      and Capital Resources                                            | 11-12  |
|         |      Forward      Looking Statements                                                 | 12     |
|         |                                                                                                          |   |
| Item      3. | Controls      and Procedures                                                                                  | 12-13  |
|         |                                                                                                          |   |
|         |                                                                                                          |   |
|         | PART      II.  OTHER INFORMATION                                                                    |   |
|         |                                                                                                          |   |
| Item      1. | Legal      Proceedings                                                                                        | 13     |
|         |                                                                                                          |   |
| Item      2. | Unregistered      Sale of Equity Securities and Use of Proceeds                                               | 13     |
|         |                                                                                                          |   |
| Item      3. | Defaults      Upon Senior Securities                                                                          | 13     |
|         |                                                                                                          |   |
| Item      4. | Submission      of Matters to a Vote of Security Holders                                                      | 13     |
|         |                                                                                                          |   |
| Item      5. | Other      Information                                                                                        | 14     |
|         |                                                                                                          |   |
| Item      6. | Exhibits                                                                                                      | 14     |
|         |                                                                                                          |   |
|         | Signatures                                                                                                    | 15     |

----

|                                                                                                                                                                                          |   | March      31,2008 |        |   | June      30,2007 |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|-------------|--------|-------------------|--------|
|                                                                                                                                                                                          |   | (Unaudited)        |        |   |              |   |
| ASSETS                                                                                                                                                                                        |   |               |        |   |              |   |
| Current      Assets:                                                                                                                                                                          |   |               |        |   |              |   |
| Cash                                                                                                                                                                                          |   | $                  | 2,086,117   |   |              | $      | 1,237,599 |   |
| Preferred stock subscriptions      receivable                                                                                                                                                 |   |               | --          |   |              |   | 500,000 |   |
| Inventory                                                                                                                                                                                     |   |               | 3,937       |   |              |   | -- |   |
| Vendor deposits                                                                                                                                                                               |   |               | 167,206     |   |              |   | -- |   |
| Other current    assets                                                                                                                                                                       |   |               | 68,932      |   |              |   | 18,211 |   |
| Total current    assets                                                                                                                                                                       |   |               | 2,326,192   |   |              |   | 1,755,810 |   |
|                                                                                                                                                                                          |   |               |        |   |              |   |   |   |
| Property      and Equipment, Net                                                                                                                                                              |   |               | 141,243     |   |              |   | 46,360 |   |
| Deferred      Manufacturing Costs                                                                                                                                                             |   |               | 287,767     |   |              |   | ---- |   |
| Deposits                                                                                                                                                                                      |   |               | 32,411      |   |              |   | 17,158 |   |
|                                                                                                                                                                                          |   |               |        |   |              |   |   |   |
| Total      Assets                                                                                                                                                                             |   | $                  | 2,787,613   |   |              | $      | 1,819,328 |   |
|                                                                                                                                                                                          |   |               |        |   |              |   |   |   |
| LIABILITIES AND STOCKHOLDERS’ EQUITY      (DEFICIT)                                                                                                                                     |   |
| Current      Liabilities:                                                                                                                                                                     |   |               |        |   |              |   |   |   |
| Accounts payable                                                                                                                                                                              |   |               |        |   |              |   |   |   |
| Trade                                                                                                                                                                                         |   | $                  | 393,206     |   |              | $      | 281,522 |   |
| Related party                                                                                                                                                                                 |   |               | 33,158      |   |              |   | 11,759 |   |
| Revolving, convertible,      redeemable promissory notes payable to related parties                                                                                                           |   |               | 740,000     |   |              |   | 740,000 |   |
| Demand notes payable to related      parties                                                                                                                                                  |   |               | 800,000     |   |              |   | 800,000 |   |
| Accrued interest payable to      related parties                                                                                                                                              |   |               | 362,080     |   |              |   | 244,441 |   |
| Other accrued      liabilities                                                                                                                                                                |   |               | 13,783      |   |              |   | 28,175 |   |
| Total current      liabilities                                                                                                                                                                |   |               | 2,342,227   |   |              |   | 2,105,897 |   |
|                                                                                                                                                                                          |   |               |        |   |              |   |   |   |
| Long-Term      Capital Lease Obligations, Less Current Maturities:                                                                                                                            |   |               | 3,471       |   |              |   | 4,641 |   |
| Total liabilities                                                                                                                                                                             |   |               | 2,345,698   |   |              |   | 2,110,538 |   |
|                                                                                                                                                                                          |   |               |        |   |              |   |   |   |
| Commitments      and Contingencies                                                                                                                                                            |   |               |        |   |              |   |   |   |
|                                                                                                                                                                                          |   |               |        |   |              |   |   |   |
| Stockholders’      Equity (Deficit):                                                                                                                                                    |   |               |        |   |              |   |   |   |
| Preferred Series D stock, $.001      par value, 70,100,000 shares authorized, 25,780,322 issued and      outstanding, (liquidation preference of $429,672).                                   |   |               | 25,780      |   |              |   | 25,780 |   |
| Preferred Series E stock, $.001      par value, cumulative 5% dividend, 1,008,985 shares authorized, 1,008,985      shares issued and outstanding (liquidation preference of      $1,227,593) |   |               | 1,009       |   |              |   | 1,009 |   |
| Preferred Series F stock, $.001      par value, 4,549,015 shares authorized, 4,549,015 shares issued and      outstanding (liquidation preference of $4,549,015)                              |   |               | 4,549       |   |              |   | 4,549 |   |
| Preferred Series G stock, $.001      par value, 100,000 shares authorized, 90,544 and 40,705 shares issued and      outstanding, respectively (liquidation preference of      $8,802,750)     |   |               | 91          |   |              |   | 41 |   |
| Preferred stock subscriptions      receivable                                                                                                                                                 |   |               | (1,000,000  | )      |              |   | (500,000 | ) |
| Common stock, $.001 par value,      175,000,000 shares authorized, 26,198,177 issued and      outstanding                                                                                     |   |               | 26,199      |   |              |   | 26,199 |   |
| Additional paid-in      capital                                                                                                                                                               |   |               | 20,317,551  |   |              |   | 14,961,393 |   |
| Deficit accumulated during the      development stage                                                                                                                                         |   |               | (18,933,264 | )      |              |   | (14,810,181 | ) |
| Total Stockholders’ Equity      (Deficit)                                                                                                                                               |   |               | 441,915     |   |              |   | (291,210 | ) |
|                                                                                                                                                                                          |   |               |        |   |              |   |   |   |
| Total      Liabilities and Stockholders’ Equity (Deficit)                                                                                                                               |   | $                  | 2,787,613   |   |              | $      | 1,819,328 |   |

----

|                                                                               |   |  Three      Months EndedMarch      31, |       |   |  Nine      Months EndedMarch      31, |   |       | Cumulative      From Inception(March      15, 1995) Through March 31, |   |
|------------------------------------------------------------------------------------|--------|---------------------------------------------|------------|--------|--------------------------------------------|--------|------------|-----------------------------------------------------------------------|--------|
|                                                                               |   | 2008                                        |       |   | 2007                                       |   |       | 2008                                                                  |   |   | 2007 |   |   | 2008 |   |
|                                                                               |   |                                        |       |   |                                       |   |       |                                                                  |   |   |   |   |   |   |   |
| Consulting      Revenue                                                            |   | $                                           | ---        |   |                                       | $      | ---        |                                                                  |   | $ | --- |   |   | $ | --- |   |   | $ | 91,014 |   |
|                                                                               |   |                                        |       |   |                                       |   |       |                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
| Other      Income:                                                                 |   |                                        |       |   |                                       |   |       |                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
|         Related      party interest income |   |                                        | ---        |   |                                       |   | ---        |                                                                  |   |   | --- |   |   |   | --- |   |   |   | 162,761 |   |
|         Other      interest income         |   |                                        | 4,240      |   |                                       |   | 133        |                                                                  |   |   | 13,608 |   |   |   | 291 |   |   |   | 23,383 |   |
|         Settlement      income             |   |                                        | ---        |   |                                       |   | ---        |                                                                  |   |   | --- |   |   |   | --- |   |   |   | 463,179 |   |
| Other                                                                              |   |                                        | ---        |   |                                       |   | ---        |                                                                  |   |   | --- |   |   |   | --- |   |   |   | 550 |   |
| Total revenue and other      income                                                |   |                                        | 4,240      |   |                                       |   | 133        |                                                                  |   |   | 13,608 |   |   |   | 291 |   |   |   | 740,887 |   |
|                                                                               |   |                                        |       |   |                                       |   |       |                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
| Costs      and Expenses:                                                           |   |                                        |       |   |                                       |   |       |                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
|         Cost      of consulting revenue    |   |                                        | ---        |   |                                       |   | ---        |                                                                  |   |   | --- |   |   |   | --- |   |   |   | 93,648 |   |
| Manufacturing      operations                                                      |   |                                        | 121,711    |   |                                       |   | ---        |                                                                  |   |   | 121,711 |   |   |   | --- |   |   |   | 237,870 |   |
| General and      administrative                                                    |   |                                        | 288,322    |   |                                       |   | 230,238    |                                                                  |   |   | 1,042,787 |   |   |   | 528,238 |   |   |   | 6,577,539 |   |
| Sales and      marketing                                                           |   |                                        | 89,908     |   |                                       |   | 45,138     |                                                                  |   |   | 174,260 |   |   |   | 137,994 |   |   |   | 796,760 |   |
| Research and      development                                                      |   |                                        | 373,739    |   |                                       |   | 173,140    |                                                                  |   |   | 2,680,294 |   |   |   | 441,999 |   |   |   | 7,781,240 |   |
| Impairment of intangible      asset                                                |   |                                        | ---        |   |                                       |   | ---        |                                                                  |   |   | --- |   |   |   | --- |   |   |   | 451,492 |   |
| Interest expense – related      parties                                      |   |                                        | 38,928     |   |                                       |   | 37,722     |                                                                  |   |   | 117,639 |   |   |   | 112,211 |   |   |   | 3,970,761 |   |
|                                                                               |   |                                        |       |   |                                       |   |       |                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
| Total costs and      expenses                                                      |   |                                        | 912,608    |   |                                       |   | 486,238    |                                                                  |   |   | 4,136,691 |   |   |   | 1,220,442 |   |   |   | 19,909,310 |   |
|                                                                               |   |                                        |       |   |                                       |   |       |                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
| Loss      Before Discontinued  Operations      and Extraordinary Gain    |   | $                                           | (908,368   | )      |                                       | $      | (486,105   | )                                                                     |   | $ | (4,123,083 | ) |   | $ | (1,220,151 | ) |   | $ | (19,168,423 | ) |
|                                                                               |   |                                        |       |   |                                       |   |       |                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
| Loss      from discontinued operations                                             |   |                                        | ---        |   |                                       |   | ---        |                                                                  |   |   | --- |   |   |   | --- |   |   |   | (202,278 | ) |
| Gain      on disposal of discontinued operations                                   |   |                                        | ---        |   |                                       |   | ---        |                                                                  |   |   | --- |   |   |   | --- |   |   |   | 108,652 |   |
|                                                                               |   |                                        |       |   |                                       |   |       |                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
| Loss      Before Extraordinary Gain                                                |   | $                                           | (908,368   | )      |                                       | $      | (486,105   | )                                                                     |   | $ | (4,123,083 | ) |   | $ | (1,220,151 | ) |   | $ | (19,262,049 | ) |
|                                                                               |   |                                        |       |   |                                       |   |       |                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
| Extraordinary      Gain Due to                                                     |   |                                        |       |   |                                       |   |       |                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
|    Extinguishment      of Debt                                      |   |                                        | ---        |   |                                       |   | ---        |                                                                  |   |   | --- |   |   |   | --- |   |   |   | 328,785 |   |
|                                                                               |   |                                        |       |   |                                       |   |       |                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
| Net      Loss                                                                      |   | $                                           | (908,368   |   |                                       | $      | (486,105   | )                                                                     |   | $ | (4,123,083 | ) |   | $ | (1,220,151 | ) |   | $ | (18,933,264 | ) |
|                                                                               |   |                                        |       |   |                                       |   |       |                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
|    Accrued      preferred series e dividend                         |   |                                        | (12,612    | )      |                                       |   | (12,612    | )                                                                     |   |   | (37,836 | ) |   |   | (37,836 | ) |   |   | (218,608 | ) |
|                                                                               |   |                                        |       |   |                                       |   |       |                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
| Net      loss applicable to common shareholders                                    |   | $                                           | (920,980   | )      |                                       | $      | (498,717   | )                                                                     |   | $ | (4,160,919 | ) |   | $ | (1,257,987 | ) |   | $ | (19,151,872 | ) |
|                                                                               |   |                                        |       |   |                                       |   |       |                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
| Net      loss per common share  (basic and dilutive):                    |   | $                                           | (.03       | )      |                                       | $      | (.02       | )                                                                     |   | $ |  (.16 | ) |   | $ |  (.05 | ) |   |   |   |   |
|                                                                               |   |                                        |       |   |                                       |   |       |                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted      average number of common                                             |   |                                        |       |   |                                       |   |       |                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
|  shares      outstanding                                                      |   |                                        | 26,198,177 |   |                                       |   | 26,198,177 |                                                                  |   |   | 26,198,177 |   |   |   | 26,198,177 |   |   |   |   |   |

----

|                                                                 |   |   Nine      Months EndedMarch      31, |       |   | Cumulative      From Inception (March 15, 1995) Through March 31, |   |
|----------------------------------------------------------------------|--------|--------------------------------------------------|------------|--------|-------------------------------------------------------------------|--------|
|                                                                 |   | 2008                                             |       |   | 2007                                                              |   |   | 2008 |   |
| cash      flows from (to) operating activities:                      |   |                                             |       |   |                                                              |   |   |   |   |
| Net (Loss)                                                           |   | $                                                | (4,123,083 | )      |                                                              | $      | (1,220,151 | ) |   | $ | (18,933,264 | ) |
| Adjustments      to reconcile net loss to net                        |   |                                             |       |   |                                                              |   |   |   |   |   |   |   |
|  Cash      used in operating activities:                        |   |                                             |       |   |                                                              |   |   |   |   |   |   |   |
| Loss from discontinued      operations                               |   |                                             | ---        |   |                                                              |   | --- |   |   |   | 202,278 |   |
| Gain on disposition of      discontinued operations                  |   |                                             | ---        |   |                                                              |   | --- |   |   |   | (108,652 | ) |
| Gain on debt      forgiven                                           |   |                                             | ---        |   |                                                              |   | --- |   |   |   | (496,777 | ) |
| Acquired research and      development expense                       |   |                                             | ---        |   |                                                              |   | --- |   |   |   | 2,536,494 |   |
| Impairment of intangible      asset                                  |   |                                             | ---        |   |                                                              |   | --- |   |   |   | 451,492 |   |
| Impairment of    assets                                              |   |                                             | ---        |   |                                                              |   | --- |   |   |   | 186,981 |   |
| Depreciation and      amortization                                   |   |                                             | 24,540     |   |                                                              |   | 16,927 |   |   |   | 353,096 |   |
| Amortization of deferred merger      costs                           |   |                                             | ---        |   |                                                              |   | --- |   |   |   | 75,000 |   |
| Stock and stock option      compensation expense                     |   |                                             | 143,458    |   |                                                              |   | 11,724 |   |   |   | 399,765 |   |
| Interest expense related to debt      discount                       |   |                                             | ---        |   |                                                              |   | --- |   |   |   | 1,893,573 |   |
| Loss on disposal of property and      equipment                      |   |                                             | ---        |   |                                                              |   | 1,570 |   |   |   | 7,015 |   |
| (Increase)      decrease in:                                         |   |                                             |       |   |                                                              |   |   |   |   |   |   |   |
| Inventory                                                            |   |                                             | (3,937     | )      |                                                              |   | (132,000 | ) |   |   | (129,889 | ) |
|     Vendor      deposits                         |   |                                             | (167,206   | )      |                                                              |   | --- |   |   |   | (167,206 | ) |
| Other current    assets                                              |   |                                             | (65,974    | )      |                                                              |   | (40,270 | ) |   |   | (157,828 | ) |
| (Decrease)  increase      in:                              |   |                                             |       |   |                                                              |   |   |   |   |   |   |   |
| Accounts payable                                                     |   |                                             | 133,083    |   |                                                              |   | 169,700 |   |   |   | 388,665 |   |
| Interest payable to      shareholders                                |   |                                             | 117,639    |   |                                                              |   | 112,211 |   |   |   | 2,004,235 |   |
| Other accrued      liabilities                                       |   |                                             | (14,580    | )      |                                                              |   | (3,937 | ) |   |   | (163,320 | ) |
| Net cash used in operating      activities                           |   |                                             | (3,956,060 | )      |                                                              |   | (1,084,226 | ) |   |   | (11,658,342 | ) |
|                                                                 |   |                                             |       |   |                                                              |   |   |   |   |   |   |   |
| cash      flows from (to) investing activities:                      |   |                                             |       |   |                                                              |   |   |   |   |   |   |   |
| Purchases of property and      equipment                             |   |                                             | (119,423   | )      |                                                              |   | (72,414 | ) |   |   | (370,623 | ) |
| Proceeds from sale of property      and equipment                    |   |                                             | ---        |   |                                                              |   | --- |   |   |   | 17,030 |   |
| Deferred manufacturing      costs                                    |   |                                             | (287,767   | )      |                                                              |   | --- |   |   |   | (287,767 | ) |
| Advances to      affiliates                                          |   |                                             | ---        |   |                                                              |   | --- |   |   |   | (932,925 | ) |
| Purchase of notes receivable and      security interest              |   |                                             | ---        |   |                                                              |   | --- |   |   |   | (225,000 | ) |
| Cash received in      acquisition                                    |   |                                             | ---        |   |                                                              |   | --- |   |   |   | 303,812 |   |
| Net cash used in investing      activities                           |   |                                             | (407,190   | )      |                                                              |   | (72,414 | ) |   |   | (1,495,473 | ) |
|                                                                 |   |                                             |       |   |                                                              |   |   |   |   |   |   |   |
| cash      flows from (to) financing activities:                      |   |                                             |       |   |                                                              |   |   |   |   |   |   |   |
| Proceeds from stock      sales                                       |   |                                             | 5,212,750  |   |                                                              |   | 750,000 |   |   |   | 8,505,877 |   |
|      Proceeds      from exercise of options |   |                                             | ---        |   |                                                              |   | --- |   |   |   | 14,400 |   |
| Proceeds from notes payable to      shareholders                     |   |                                             | ---        |   |                                                              |   | 300,000 |   |   |   | 6,429,754 |   |
| Proceeds from line of      credit                                    |   |                                             | ---        |   |                                                              |   | --- |   |   |   | 299,505 |   |
| Principal payments on leased      equipment                          |   |                                             | (982       | )      |                                                              |   | (3,031 | ) |   |   | (9,604 | ) |
| Net cash provided by financing      activities                       |   |                                             | 5,211,768  |   |                                                              |   | 1,046,969 |   |   |   | 15,239,932 |   |
|                                                                 |   |                                             |       |   |                                                              |   |   |   |   |   |   |   |
| Increase      (decrease) in cash                                     |   |                                             | 848,518    |   |                                                              |   | (109,671 | ) |   |   | 2,086,117 |   |
| Cash      & cash equivalent at beginning of period               |   |                                             | 1,237,599  |   |                                                              |   | 130,248 |   |   |   | --- |   |
| Cash      & cash equivalent at end of period                     |   | $                                                | 2,086,117  |   |                                                              | $      | 20,577 |   |   | $ | 2,086,117 |   |

----

|                                                                                                                                                                        |   |                                 |      |   |                                                              |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------|-----------|--------|-------------------------------------------------------------------|--------|
|                                                                                                                                                                        |   |                                 |      |   |                                                              |   |   |   |   |
|                                                                                                                                                                        |   |                                 |      |   |                                                              |   |   |   |   |
|                                                                                                                                                                        |   |                                 |      |   |                                                              |   |   |   |   |
|                                                                                                                                                                        |   | Nine      Months EndedMarch      31, |      |   | Cumulative      From Inception (March 15, 1995) Through March 31, |   |
|                                                                                                                                                                        |   | 2008                                 |      |   | 2007                                                              |   |   | 2008 |   |
|                                                                                                                                                                        |   |                                 |      |   |                                                              |   |   |   |   |
| supplemental      disclosure of cash flow information                                                                                                                       |   |                                 |      |   |                                                              |   |   |   |   |
| Cash      paid for:                                                                                                                                                         |   |                                 |      |   |                                                              |   |   |   |   |
|   Interest                                                                                                                                                        |   | $                                    | ---       |   |                                                              | $      | --- |   |   | $ | 26,570 |   |
| Non-cash      transactions:                                                                                                                                                 |   |                                 |      |   |                                                              |   |   |   |   |   |   |   |
| Issuance      of common stock for acquisition of Display   Group,      LLC and Display Optics, Ltd. and   conversion      of convertible debt |   | $                                    | ---       |   |                                                              | $      | --- |   |   | $ | 2,199,026 |   |
| Conversion      of notes payable to stockholders to   common      stock                                                                                      |   | $                                    | ---       |   |                                                              | $      | --- |   |   | $ | 550,000 |   |
| Conversion      of interest payable on notes to notes   payable                                                                                              |   | $                                    | ---       |   |                                                              | $      | --- |   |   | $ | 12,354 |   |
| Retirement      of shares in settlement                                                                                                                                     |   | $                                    | ---       |   |                                                              | $      | --- |   |   | $ | 1,402 |   |
| Extinguishment      of debt and trade payables                                                                                                                              |   | $                                    | ---       |   |                                                              | $      | --- |   |   | $ | 496,777 |   |
| Acquired      membership interest in Regent Theaters,       LLC      and Regent Releasing, LLC                                           |   | $                                    | ---       |   |                                                              | $      | --- |   |   | $ | 50,000 |   |
| Conversion      of Preferred Series C Stock to   to      common stock                                                                                        |   | $                                    | ---       |   |                                                              | $      | --- |   |   | $ | 1,844 |   |
| Subscriptions      for Preferred Series D Stock                                                                                                                             |   | $                                    | ---       |   |                                                              | $      | --- |   |   | $ | 400,000 |   |
| Cancellation      of Subscriptions for Preferred Series D   Stock                                                                                            |   | $                                    | ---       |   |                                                              | $      | --- |   |   | $ | (325,000 | ) |
| Subscriptions      for Preferred Series G Stock                                                                                                                             |   | $                                    | 1,000,000 |   |                                                              | $      | --- |   |   | $ | 1,000,000 |   |
| Conversion      of demand notes and accrued   interest      to Preferred Series E stock                                                                      |   | $                                    | ---       |   |                                                              | $      | --- |   |   | $ | 1,008,985 |   |
| Conversion      of convertible, redeemable   promissory      notes, demand notes and accrued   interest      to Preferred Series F stock      |   | $                                    |  --- |   |                                                              | $      |  --- |   |   | $ | 4,549,015 |   |
| Acquisition      of 15,000,000 shares of Preferred   Series      D stock                                                                                     |   | $                                    | ---       |   |                                                              | $      | --- |   |   | $ | 75,000 |   |
| Equipment      acquired under capital lease                                                                                                                                 |   | $                                    | ---       |   |                                                              | $      | --- |   |   | $ | 14,603 |   |
| Issuance      of shares of Common Stock for debt                                                                                                                            |   | $                                    | ---       |   |                                                              | $      | --- |   |   | $ | 5,000 |   |
| Issuance      of shares of Preferred Series D stock for   deferred      compensation                                                                         |   | $                                    | ---       |   |                                                              | $      | --- |   |   | $ | 304,500 |   |
| Cancellation      of unearned Preferred Series D stock                                                                                                                      |   | $                                    | ---       |   |                                                              | $      | --- |   |   | $ | (297,491 | ) |

----

----

----

| Year      ending June 30, 2008    |   |                            |        40,656 |   |
|-----------------------------------|--------|---------------------------------|--------------------|--------|
| Year      ending June 30, 2009    |   | 163,844                         |               |
| Year      ending June 30, 2010    |   | 168,759                         |               |
| Year      ending June 30, 2011    |   | 173,822                         |               |
| Year      ending June 30, 2012    |   | 179,036                         |               |
| Year      ending June 30, 2013    |   | 137,276                         |               |
| Total      minimum lease payments | $      |          863,393 |               |

----

----

----

----

----

----

----

|   | (a)    | Exhibits    |                                                                                                                                                                                                  |
|--------|--------|-------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |        |                                                                                                                                                                                                  |
|   |   | Exhibit No. | Description                                                                                                                                                                                           |
|   |   |        |                                                                                                                                                                                                  |
|   |   | 4.1         | Subscription      Agreement between the Company and Mr. Lawrence F. DeGeorge dated February      25, 2008 (incorporated by reference to the Company’s Form 8-K filed on      February 27, 2008) |
|   |   |        |                                                                                                                                                                                                  |
|   |   | 4.2         | Lease      Agreement between the Company and Domenigoni-Barton Properties dated March      27, 2008 (incorporated by reference to the Company’s Form 8-K filed on      April 1, 2008)           |
|   |   |        |                                                                                                                                                                                                  |
|   |   | 31          | Certificate      of Chief Executive and Financial Officer pursuant to Section 302 of The      Sarbanes Oxley Act of 2002                                                                              |
|   |   |        |                                                                                                                                                                                                  |
|   |   | 32          | Certificate      of Chief Executive and Financial Officer pursuant to Section 906 of The      Sarbanes-Oxley Act of 2002                                                                              |

----

|                    | ADVANCE      DISPLAY TECHNOLOGIES, INC.(Registrant)                             |
|-------------------------|-----------------------------------------------------------------------------------------------------|
| Date:      May 15, 2008 | /s/      Matthew W. Shankle                                                                         |
|                    | Matthew      W. ShanklePresident,      Principal Executive Officer and Principal Financial  Officer |