UNITED STATES 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, 2003

            [   ] 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)

         7334 SOUTH ALTON WAY, BUILDING 14, SUITE F, ENGLEWOOD, CO 80112
         ---------------------------------------------------------------
            (Address of principle executive offices) (Zip Code)

                                 (303) 267-0111
                ------------------------------------------------
                (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 13, 2003, 23,774,275 shares of Common Stock, $.001 par value per
share were outstanding.


<PAGE>


                       ADVANCE DISPLAY TECHNOLOGIES, INC.

                                      INDEX

                                                                            PAGE

                          PART I. FINANCIAL INFORMATION

Item 1.  Balance Sheets (unaudited) -
            September 30, 2003 and June 30, 2003.............................1

         Statements of Operations (unaudited)
            Three months ended September 30, 2003 and 2002 and for the
            period from March 15, 1995, inception, to September 30, 2003.....2

         Statements of Cash Flows (unaudited)
            Three months ended September 30, 2003 and 2002 and for the
            period from March 15, 1995, inception, to September 30, 2003.....3

         Notes to Financial Statements (unaudited).........................4-5

Item 2.  Management's Discussion and Analysis or Plan of Operations.......6-10

Item 3.  Controls and Procedures............................................10


                           PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K...................................10

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


                                       i


<PAGE>


<TABLE>
<CAPTION>
                       ADVANCE DISPLAY TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS
                                   (UNAUDITED)

                                                      September 30,       June 30,
                                                          2003             2003
                                                      -------------     ------------
                                     ASSETS
<S>                                                   <C>               <C>
CURRENT ASSETS:
   Cash                                               $        971      $     10,878
   Other current assets                                     18,406            14,281
                                                      ------------      ------------
      Total current assets                                  19,377            25,159

PROPERTY AND EQUIPMENT                                     125,932           125,932
   Less: Accumulated depreciation                         (116,115)         (114,774)
                                                      ------------      ------------
      Net Property and Equipment                             9,817            11,158
                                                      ------------      ------------

      TOTAL ASSETS                                    $     29,194      $     36,317
                                                      ============      ============

                     LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Accounts payable
      Trade                                           $    274,021      $    261,800
      Related party                                        123,122           123,789
   Current portion of notes payable-related party        1,110,000         1,030,000
   Convertible, redeemable promissory notes
      payable-related party                              2,911,079         2,911,079
   Accrued interest-related parties                      1,442,072         1,340,268
   Other accrued liabilities                                46,594            41,603
                                                      ------------      ------------
      Total current liabilities                          5,906,888         5,708,539

COMMITMENT AND CONTINGENCY (NOTE 1)

STOCKHOLDERS' 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, 23,774,275 issued and              23,775            23,775
      outstanding

   Additional paid-in capital                            4,443,770         4,443,770
   Deficit accumulated during the
      development stage                                (10,347,083)      (10,141,611)
                                                      ------------      ------------
      Total Shareholders' Deficit                       (5,877,694)       (5,672,222)
                                                      ------------      ------------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT           $     29,194      $     36,317
                                                      ============      ============
</TABLE>

           (See accompanying notes to unaudited financial statements)


<PAGE>


<TABLE>
<CAPTION>
                       ADVANCE DISPLAY TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                                              March 15, 1995
                                                                               (Inception)
                                                Three Months Ended               Through
                                                   September 30,              September 30,
                                               2003               2002             2003
                                          ------------      ------------     ---------------
<S>                                       <C>               <C>               <C>
CONSULTING REVENUE                        $         --      $         --      $     30,200

OTHER INCOME:
    Related party interest income                   --                --           162,761
    Other interest income                            1                11             7,995
    Settlement Income                               --                --           181,008
    Other                                           --                --               550
                                          ------------      ------------      ------------
       Total revenue and other income                1                11           382,514

COSTS AND EXPENSES:
    General and administrative                 103,668           128,672         3,806,427
    Research and development                        --                --         3,946,662
    Impairment of intangible assets                 --                --           451,492
    Interest expense - related party           101,805            89,249         2,853,801
                                          ------------      ------------      ------------
       Total costs and expenses                205,473           217,921        11,058,382
                                          ------------      ------------      ------------

LOSS BEFORE EXTRAORDINARY GAIN            $   (205,472)     $   (217,910)     $(10,675,868)

EXTRAORDINARY GAIN DUE TO FORGIVENESS
OF DEBT                                             --                --           328,785
                                          ------------      ------------      ------------

NET LOSS                                  $   (205,472)     $   (217,910)     $(10,347,083)
                                          ============      ============      ============


NET LOSS PER COMMON SHARE
(BASIC AND DILUTIVE):                     $       (.01)     $       (.01)
                                          ============      ============


WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                          23,774,275        23,774,275
                                          ============      ============
</TABLE>
         (See accompanying notes to unaudited financial statements)


                                       2


<PAGE>

<TABLE>
<CAPTION>
                       ADVANCE DISPLAY TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                                             March 15, 1995
                                                                                              (Inception)
                                                                Three Months Ended              Through
                                                                   September 30,             September 30,
                                                             2003                2002            2003
                                                         ------------      ------------      --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                      <C>               <C>               <C>
  Net Income (Loss)                                      $   (205,472)     $   (217,910)     $(10,347,083)
Adjustments to reconcile net (loss) to net cash used
  in operating activities:
  Acquired research and development expense                        --                --         2,536,494
  Impairment of intangible asset                                   --                --           451,492
  Depreciation and amortization                                 1,341             1,597           280,916
  Amortization of deferred merger costs                            --                --            75,000
  Stock option compensation expense                                --                --           214,125
  Interest expense related to debt discount                        --                --         1,153,573
  Loss on disposal of property and equipment                       --                --             5,445
(Increase) decrease in:
  Inventory                                                        --                --             6,048
  Other current assets                                         (4,125)           (6,903)         (149,891)
(Decrease) increase in:
  Accounts payable                                             11,554            25,727           (48,707)
  Accrued interest payable to shareholders                    101,804            89,249         1,627,275
  Other accrued liabilities                                     4,991             1,596           (53,951)
                                                         ------------      ------------      ------------
    Net cash used in operating activities                     (89,907)         (106,644)       (4,249,264)
                                                         ------------      ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchases of property and equipment                              --                --          (125,068)
  Proceeds from sale of property and equipment                     --                --            17,030
    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                          --                --          (962,151)
                                                         ------------      ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Capital contributions                                            --                --           103,127
  Proceeds from notes payable to shareholders                  80,000            90,000         4,809,754
  Proceeds from line-of-credit                                     --                --           299,505
                                                         ------------      ------------      ------------
    Net Cash provided by financing activities                  80,000            90,000         5,212,386
                                                         ------------      ------------      ------------

INCREASE (DECREASE) IN CASH                                    (9,907)          (16,644)              971
CASH AND CASH EQUIVALENTS, Beginning of Period                 10,878            22,720                --
                                                         ------------      ------------      ------------
CASH AND CASH EQUIVALENTS, End of Period                 $        971      $      6,076      $        971
                                                         ============      ============      ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for:
  Interest                                               $         --      $         --      $     26,570
                                                         ============      ============      ============
  Taxes                                                  $         --      $         --      $         --
                                                         ============      ============      ============
Issuance of common stock for acquisition of
  Display Group, LLC and Display Optics Ltd.
  and conversion of convertible debt                     $         --      $         --      $  2,199,026
                                                         ============      ============      ============
Issuance of warrants for prepaid services                $         --      $         --      $     75,000
                                                         ============      ============      ============
Conversion of notes payable stockholders to
  common stock                                           $         --      $         --      $    550,000
                                                         ============      ============      ============
Conversion of interest on notes payable to
  notes payable                                          $         --      $         --      $     12,354
                                                         ============      ============      ============
Retirement of shares in settlement                       $         --      $         --      $      1,402
                                                         ============      ============      ============
</TABLE>

           (See accompanying notes to unaudited financial statements)


                                       3
<PAGE>


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

Note 1.

      The accompanying unaudited interim 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, 2003, as
the notes to these interim financial statements omit certain information
required for complete financial statements.

RECENT PRONOUNCEMENTS

IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

      In July 2002, the FASB issued Statements of Financial Accounting Standards
No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
(SFAS 146). SFAS 146 requires companies to recognize costs associated with exit
or disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. Examples of costs cover by SFAS 146
include lease termination costs and certain employee severance costs that are
associated with a restructuring, discontinued operation, plant closing, or other
exit or disposal activity. SFAS 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002. The adoption of SFAS 146
is not expected to have a material effect on the Company's financial position or
results of its operations.

      In August 2002, the FASB issued Statement of Financial Accounting
Standards No. 147, "Acquisitions of Certain Financial Institutions" (SFAS 147).
SFAS 147 requires financial institutions to follow the guidance in SFAS 141 and
SFAS 142 for business combinations and goodwill and intangible assets, as
opposed to the previously applied accounting literature. This statement also
amends SFAS 144 to include in its scope long-term customer relationship
intangible assets of financial institutions. The provisions of SFAS 147 do not
apply to us.

      In December 2002, the FASB issued Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based compensation-Transition and
Disclosure-an amendment of FASB Statement 123" (SFAS 123). For entities that
change their accounting for stock-based compensation from the intrinsic method
to the fair value method under SFAS 123, the fair value method is to be applied
prospectively to those awards granted after the beginning of the period of
adoption. This is known as the "prospective method." The amendment permits two
additional transition methods for adoption of the fair value method. In addition
to the prospective method, the entity can choose to either restate all periods
presented, which is known as the "retroactive restatement method" or


                                       4


<PAGE>


recognize compensation cost from the beginning of the fiscal year of adoption as
if the fair value method had been used to account for awards, which is known as
the "modified prospective method." For fiscal years beginning December 15, 2003,
the prospective method will no longer be allowed. We currently account for our
stock-based compensation using the intrinsic value method as prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" and plan on continuing using this method to account for stock
options. Therefore, we do not intend to adopt the transition requirements as
specified in SFAS 148. The Company has adopted the new disclosure requirements
in these financial statements.

      SFAS No. 149, Amendment of Statement 133 on "Derivative Instruments and
Hedging Activities," was issued in April 2003 and amends and clarifies
accounting for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities under SFAS No. 133. SFAS
No. 149 is effective for contracts entered into or modified after June 30, 2003,
and for hedging relationships designated after June 30, 2003. We do not believe
that the adoption of SFAS No. 149 will have a material impact on our financial
position or results of operations.

      SFAS No. 150, "Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity," was issued in May 2003 and
requires issuers to classify as liabilities (or assets in some circumstances)
three classes of freestanding financial instruments that embody obligations for
the issuer. SFAS No. 150 is effective for financial instruments entered into or
modified after May 31, 2003 and is otherwise effective at the beginning of the
first interim period beginning after June 15, 2003. We believe the adoption of
SFAS No. 150 will have no immediate impact on our financial position or results
of operations.

      The FASB issued Interpretation ("FIN") No. 45, Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others, in November 2002 and FIN No. 46, Consolidation of
variable Interest Entities, in January 2003. FIN No. 45 is applicable on a
prospective basis for initial recognition and measurement provisions to
guarantees issued after December 2002; however, disclosure requirements are
effective immediately. FIN No. 45 requires a guarantor to recognize, at the
inception of a guarantee, a liability for the fair value of the obligations
undertaken in issuing the guarantee and expands the required disclosures to be
made by the guarantor about its obligation under certain guarantees that it has
issued. The adoption of FIN No. 45 did not have a material impact on our
financial position or results of operations. FIN No. 46 requires that a company
that controls another entity through interest other than voting interest should
consolidate such controlled entity in all cases for interim periods beginning
after June 15, 2003. We do not believe the adoption of FIN No. 46 will have a
material impact on our financial position or results of operations.

Note 2.

      Subsequent to September 30, 2003 the Company issued one 10% demand note in
the aggregate amount of $80,000 to a stockholder.


                                       5


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

GENERAL

      During the fiscal quarter ended September 30, 2003, the Company's efforts
were primarily directed toward raising additional capital for operations with
intent to explore and create a business relationship with another company
interested in exploiting certain aspects and or assets of the Company in order
to maximize shareholder value by licensing, partnering or selling the Company's
patent portfolio and other intellectual property assets, and/or completing a
merger or acquisition with another entity. These services were most recently
provided by 17th Street Strategic Advisors ("17th Street").

      In January 2002, the Company entered into a letter of intent with Regent
Worldwide Sales, LLC ("RWS"), an affiliate of Regent Entertainment, Inc.
("Regent"), with respect to an acquisition and financing of RWS. Regent is a
six-year-old motion picture company that finances, produces and distributes made
for television movies and theatrical films. RWS is a company formed in January
2002 that succeeded to Regent's film distribution business and ownership of two
specialty theaters. The Company was to issue 40,000,000 shares of its Common
Stock to Regent in exchange for RWS and its worldwide distribution rights to
Regent's film library (the "Film Library"), and the newly combined entity of
ADTI and RWS was to sell $5 million in equity securities concurrently with the
closing of that acquisition. In the course of negotiations aimed at a definitive
acquisition agreement, however, the parties agreed that the transactions and
financial structure described in the letter of intent were impracticable for
various reasons, including but not limited to the existing capital structure of
the Company. The letter of intent expired in May 2002.

      In light of the failure of the first proposed transaction with Regent and
RWS, the Board of Directors concluded that its present capital structure
precluded it from consummating a significant acquisition and determined to
recommend a reverse stock split of the Company's Common Stock to the Company's
shareholders. Therefore, the Board of Directors called a special meeting of the
Company's shareholders, which was held on June 17, 2002 to approve a 1-for-64
reverse stock split of the Company's Common Stock, to be effected by the
Company's Board of Directors in connection with one or more other transactions
by which new capital or other assets would be infused into the Company. The
proposal received shareholder approval, but as of the date of this report the
Board has not yet effected the reverse stock split.

      Before the special shareholders meeting, the Company resumed negotiations
with Regent and RWS aimed at a second acquisition transaction with Regent and
RWS. On May 23, 2002, the Company and RWS executed a new letter of intent based
on terms materially different from those described in the January 2002 letter of
intent. The Company engaged 17th Street as financial advisor, and Brean Murray &
Co., Inc. ("BMC") as the placement agent for ADTI's proposed transactions
contemplated by the May 23, 2002 letter of intent.

      Various factors, including but not limited to unusually adverse conditions
in the financial markets, prevented the parties from proceeding with the
proposed transactions and raising the required capital. On August 31, 2002, the
May 23, 2002 letter of intent with RWS expired. In addition, 17th Street and BMC
agreed to terminate their agreements with the Company.


                                       6


<PAGE>


      After the second letter of intent expired, the Company resumed its
negotiations with Regent and RWS aimed at a new transaction. On September 1,
2002, the Company, RWS and WEH L.L.C., a Regent affiliate, entered into a
Contribution Agreement whereby the membership interests in RWS would be
contributed to the Company in exchange for 5,250,000 shares of a new series of
the Company's preferred stock that would convert into the Company's Common Stock
on a 2 preferred for 1 common basis (the "RWS Transaction"). The RWS Transaction
was contingent on (i) the effectiveness of the reverse stock split, (ii) the
Company extinguishing the debt associated with its former business through an
exchange of a portion of such debt for equity in the Company and an exchange of
a portion of such debt for the Company's technology assets; (iii) the conversion
of all or substantially all of the Company's Series C Preferred Stock into
Common Stock, and (iv) the successful raising of funds in a private placement.

      In furtherance of effecting the RWS Transaction, effective September 1,
2002 the Company entered into Series C Preferred Stock Conversion Agreements
with substantially all of the holders of its Series C Preferred Stock pursuant
to which such holders will convert their Series C Preferred Stock into the
Company's Common Stock on a 1-for-1 basis ("Series C Transaction"). Furthermore,
the Company entered into a Debt Exchange Agreement with certain of the Company's
debt holders to extinguish a portion of ADTI's debt in exchange for the issuance
of shares of the Company's Common Stock ("Exchange Transaction"), and a
Technology Purchase Agreement with an entity controlled by such debt holders
whereby the Company would sell its existing technology assets in exchange for
the cancellation of the remaining debt held by such holders ("Technology
Transaction"). As part of the Technology Transaction, the Company would retain a
10% royalty interest on any revenues generated from the technology assets in the
future.

      The consummation of each of the reverse stock split, RWS Transaction,
Series C Transaction, Exchange Transaction and Technology Transaction
(collectively, the "Reorganization") was conditioned on (i) the consummation of
each of the other transactions, and (ii) the closing of an equity financing by
the Company.

      On September 2, 2002, the Company's Board of Directors increased the size
of the Board to five members and elected Stephen P. Jarchow of Regent as a
member of the Board. On September 3, 2002, Gene W. Schneider and Mark L.
Schneider resigned from the Board in order to avoid any potential conflicts of
interest which might impede the Company in pursuing financing and business plans
in the future and the size of the Board was reduced to three members.

      In order to effect the Reorganization, on October 21, 2002 the Company
entered into an agreement with Janco Partners, Inc. ("Janco") an investment
banker with significant experience with the securities of telecommunication and
cable companies to assist the Company in its efforts to raise capital. The
closing of the Reorganization was conditioned on raising the necessary capital.
While the Company had been unable to raise capital under the current market
conditions, management believed that Janco's experience would help the Company
to raise the capital needed to close the Reorganization.


                                       7


<PAGE>


      Unfortunately, Janco did not succeed in assisting the Company to raise the
capital necessary to close the Reorganization. Due to this failure, the Janco
agreement has been terminated and the Company has been forced to abandon its
plans to complete the Reorganization plan as outlined above.

      The Company is currently pursuing other means of raising additional
capital for operations and reorganizing the Company to build shareholder value,
including the possible assumption of operations of one or more businesses
previously operated by an affiliate of Regent Entertainment, Inc., which is
controlled by Stephen P. Jarchow, a member of the Company's Board of Directors.

      There can be no assurances that the Company will be successful in raising
capital or successfully reorganizing itself. If the Company fails, it will be
forced to immediately discontinue operations and liquidate its assets. In such
an event, it is extremely unlikely that there would be any funds or property
available for distribution to shareholders in any such liquidation.

RESULTS OF OPERATIONS

      For the fiscal quarter ended September 30, 2003, the Company reported a
net loss of ($205,472), or ($.01) per share, compared to a net loss of
($217,910), or ($.01) per share, for the same period in 2002. The decrease in
net loss for the quarter ended September 30, 2003 from September 30, 2002, is
primarily due to the Company's efforts to complete the Reorganization as
described above.

      As of the date of this report, the Company remains in the development
stage, as it has not received significant revenues from operations.

      The Company reported general and administrative (G&A) expenses of $103,668
and $128,672 for the fiscal quarters ended September 30, 2003 and 2002,
respectively. Professional fees decreased by approximately $20,697 for the
fiscal quarter ended September 30, 2003 primarily due to the reorganization
efforts in 2002. Other G&A expenses fluctuated slightly resulting in a net
increase to the combined remaining G&A expenses of approximately $4,307.

      Interest expense increased from $89,249 for the first quarter of 2002 to
$101,805 for the first quarter of 2003 primarily due to an increase in total
debt outstanding for the fiscal quarter ended September 30, 2003.

LIQUIDITY AND CAPITAL RESOURCES

      Since inception, the Company has been totally dependent on financing from
outside sources to fund operations. At September 30, 2003, the Company reported
negative net worth of $5,877,694 and negative working capital of $5,887,511. The
Company will continue to require additional capital for administrative expenses
and business development efforts. Management believes that the current core
investor will continue to fund the Company's operations on an as needed basis
through the second quarter of the current fiscal year. Management believes that
the Company's continued operational existence beyond that time is dependent upon
its ability to: (1) successfully raise additional capital through a private
placement; (2) complete a reorganization; (3) secure funding


                                       8


<PAGE>


from outside sources; and (4) achieve and maintain profitable operations. There
can be no assurance that the Company will be able to successfully raise the
necessary capital, complete a reorganization, secure funding from outside
sources or achieve and maintain profitable operations.

      If the Company is able to achieve these goals, the Company's capital
requirements will then depend on numerous new factors. The Company believes that
cash flow from operations, coupled with the raising of the necessary capital,
and any funds that may become available under other debt financing arrangements
will be adequate to meet the Company's obligations and commitments, and will
enable the Company to continue to conduct its operations in accordance with its
current business plan. Offerings of securities by the Company, if successful,
may have a significant dilutive effect on the Company's shareholders. If the
Company's future anticipated financial resources prove to be inadequate, it may
be required to reduce the scope of operations or its anticipated expansion,
either of which could have a materially adverse effect on the Company.

      Cash flows from financing activities for the fiscal quarters ended
September 30, 2003, and 2002 consisted of the issuance of 10% demand notes to a
shareholder totaling $80,000 and $90,000, respectively. Substantially all of
this financing was used for administrative expenses and professional fees in
assisting the Company with its reorganization efforts described above.

      At September 30, 2003, the Company reported current assets of $19,377 and
a working capital deficit. Current liabilities exceeded current assets by
$5,887,511. At September 30, 2003, current liabilities consisted of $2,911,079
of convertible, redeemable promissory notes to shareholders, $1,110,000 of
demand notes payable to shareholders, $397,143 of trade payables and $1,488,666
of accrued expenses which were incurred primarily for 1) working capital loans
2) interest on the outstanding convertible redeemable promissory notes,
3) business development, and 4) operating costs. Accrued interest on notes
payable due to shareholders totaled approximately $1,442,072. The Company
intends to satisfy payment of accrued interest with cash from future operations
or funding, or by issuance of Common Stock. In addition, management intends to
negotiate settlement on approximately $67,400 of very old payables and accrued
expenses by payment of a reduced amount in cash or by issuance of shares of the
Company's Common Stock. Also, due to inadequacies in certain product design and
development by a contracted engineering firm, the Company is currently disputing
approximately $81,000 in engineering fees.

      Subsequent to the fiscal quarter ended September 30, 2003, the Company
issued one additional 10% demand note to its core investor totaling $80,000.
While there can be no assurance of the continuing availability of such
financing, management believes the current core investor will continue to fund
the Company's operations through the second quarter of the current fiscal year.

      There can be no assurance that the Company will be successful in raising
capital or closing the Reorganization. If the Company fails, it will be forced
to immediately discontinue operations and liquidate its assets. In such an
event, it is extremely unlikely that there would be any funds or property
available for distribution to shareholders in any such liquidation.


                                       9


<PAGE>


                           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 Advance Display Technologies, Inc.'s (the "Company") 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 following: future economic conditions, the ability of
the Company to obtain sufficient capital to develop a profitable business, its
success in attracting and retaining 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. Except as otherwise required
by rules of the Securities and Exchange Commission, 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

      Statements in this report are qualified in their entirety by reference to
contracts, agreements, and other exhibits filed or incorporated with the
Company's Form 10-KSB for the fiscal year ended June 30, 2003.


ITEM 3.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and participation of the Company's Chief
Executive and Financial Officer (the "Officer") of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Securities Exchange Act Rule 13a-14. Based upon that evaluation, the
Officer concluded that the Company's disclosure controls and procedures are
effective in timely alerting him to material information relating to the Company
required to be included in the Company's periodic SEC filings, including this
report.

Internal Controls

There were no significant changes made in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of his evaluation.

                           PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      No reports on Form 8-K were filed by the Company during the period covered
by this report.


                                       10


<PAGE>


                                   SIGNATURES

      In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has 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 13, 2003              /s/ MATTHEW W. SHANKLE
                                     -------------------------------------------
                                     Matthew W. Shankle
                                     President, Chief Executive and
                                     Financial Officer


                                       11