----

| 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 |
|-----|--------|----|---|

----

| ADVANCE      DISPLAY TECHNOLOGIES, INC.       |
|-----------------------------------------------|
|                                          |
| INDEX                                         |
|                                          |
| PART      I.  FINANCIAL INFORMATION |
|                                          |
|                                          |   |   |   | Page |
|                                          |   |   |   |   |
| Item      1.                                  |   | Consolidated      Balance Sheets - |   |   |
|                                          |   |     December      31, 2007 (unaudited) and June 30, 2007 |   | 1 |
|                                          |   |   |   |   |
|                                          |   | Consolidated      Statements of Operations (unaudited) |   |   |
|                                          |   |     Three      and six months ended December 31, 2007 and 2006 and forthe |   |   |
|                                          |   |     period      from March 15, 1995, inception, to December 31, 2007 |   | 2 |
|                                          |   |   |   |   |
|                                          |   | Consolidated      Statements of Cash Flows (unaudited) |   |   |
|                                          |   |     Six      months ended December 31, 2007 and 2006 and for the |   |   |
|                                          |   |     period      from March 15, 1995, inception, to December 31, 2007 |   | 3 |
|                                          |   |   |   |   |
|                                          |   | Notes      to Consolidated Financial Statements (unaudited) |   | 5 |
|                                          |   |   |   |   |
| Item      2.                                  |   | Management’s      Discussion and Analysis or Plan of Operations |   | 7 |
|                                          |   |      Going      Concern |   | 7 |
|                                          |   |      Overview |   | 7 |
|                                          |   |      Results      of Operations |   | 8 |
|                                          |   |      Liquidity      and Resources |   | 9 |
|                                          |   |      Forward      Looking Statements |   | 10 |
|                                          |   |   |   |   |
| Item      3.                                  |   | Controls      and Procedures |   | 11 |
|                                          |   |   |   |   |
|                                          |   |   |   |   |
|                                          |   | PART      II.  OTHER INFORMATION |   |   |
|                                          |   |   |   |   |
| Item      2.                                  |   | Unregistered      Sales of Equity Securities and Use of Proceeds |   | 11 |
|                                          |   |   |   |   |
| Item      6.                                  |   | Exhibits |   | 12 |
|                                          |   |   |   |   |
|                                          |   | Signatures |   |   |
|                                          |   |   |   |   |
|                                          |   |   |   |   |
|                                          |   |   |   |   |
|                                          |   |   |   |   |
|                                          |   |   |   |   |
|                                          |   |   |   |   |

----

|                                                                                                                                                                                         |   | December      31,2007 |        |   | June      30,2007 |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------|-------------|--------|-------------------|--------|
|                                                                                                                                                                                         |   | (Unaudited)           |        |   |              |   |
| ASSETS                                                                                                                                                                                       |   |                  |        |   |              |   |
| Current      Assets:                                                                                                                                                                         |   |                  |        |   |              |   |
| Cash                                                                                                                                                                                         |   | $                     | 452,869     |   |              | $      | 1,237,599 |   |
| Preferred stock subscriptions      receivable                                                                                                                                                |   |                  | --          |   |              |   | 500,000 |   |
| Inventory                                                                                                                                                                                    |   |                  | 20,685      |   |              |   | -- |   |
| Other current    assets                                                                                                                                                                      |   |                  | 51,160      |   |              |   | 35,369 |   |
| Total current    assets                                                                                                                                                                      |   |                  | 524,714     |   |              |   | 1,772,968 |   |
|                                                                                                                                                                                         |   |                  |        |   |              |   |   |   |
| Property      and Equipment, Net                                                                                                                                                             |   |                  | 71,865      |   |              |   | 46,360 |   |
|                                                                                                                                                                                         |   |                  |        |   |              |   |   |   |
| Total      Assets                                                                                                                                                                            |   | $                     | 596,579     |   |              | $      | 1,819,328 |   |
|                                                                                                                                                                                         |   |                  |        |   |              |   |   |   |
| LIABILITIES AND STOCKHOLDERS’ EQUITY      (DEFICIT)                                                                                                                                    |   |
| Current      Liabilities:                                                                                                                                                                    |   |                  |        |   |              |   |   |   |
| Accounts payable                                                                                                                                                                             |   |                  |        |   |              |   |   |   |
| Trade                                                                                                                                                                                        |   | $                     | 383,914     |   |              | $      | 281,522 |   |
| Related party                                                                                                                                                                                |   |                  | 13,835      |   |              |   | 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                                                                                                                                             |   |                  | 323,152     |   |              |   | 244,441 |   |
| Other accrued      liabilities                                                                                                                                                               |   |                  | 31,603      |   |              |   | 28,175 |   |
| Total current      liabilities                                                                                                                                                               |   |                  | 2,292,504   |   |              |   | 2,105,897 |   |
|                                                                                                                                                                                         |   |                  |        |   |              |   |   |   |
| Long-Term      Capital Lease Obligations, Less Current Maturities:                                                                                                                           |   |                  | 3,878       |   |              |   | 4,641 |   |
| Total liabilities                                                                                                                                                                            |   |                  | 2,296,382   |   |              |   | 2,110,538 |   |
|                                                                                                                                                                                         |   |                  |        |   |              |   |   |   |
| 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      $1,214,981) |   |                  | 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, 54,180 shares authorized, 54,180 and 40,705 shares issued and      outstanding, respectively (liquidation preference of      $4,802,750)     |   |                  | 54          |   |              |   | 41 |   |
| Preferred stock subscriptions      receivable                                                                                                                                                |   |                  | --          |   |              |   | (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                                                                                                                                                              |   |                  | 16,267,502  |   |              |   | 14,961,393 |   |
| Deficit accumulated during the      development stage                                                                                                                                        |   |                  | (18,024,896 | )      |              |   | (14,810,181 | ) |
| Total Stockholders’ Equity      (Deficit)                                                                                                                                              |   |                  | (1,699,803  | )      |              |   | (291,210 | ) |
|                                                                                                                                                                                         |   |                  |        |   |              |   |   |   |
| Total      Liabilities and Stockholders’ Equity (Deficit)                                                                                                                              |   | $                     | 596,579     |   |              | $      | 1,819,328 |   |

----

|                                                                                       |   |  Three      Months EndedDecember      31, |       |   |  Six      Months EndedDecember      31, |   |       | Cumulative      From Inception(March      15, 1995)Through      December 31, |   |
|--------------------------------------------------------------------------------------------|--------|------------------------------------------------|------------|--------|----------------------------------------------|--------|------------|------------------------------------------------------------------------------|--------|
|                                                                                       |   | 2007                                           |       |   | 2006                                         |   |       | 2007                                                                         |   |   | 2006 |   |   | 2007 |   |
|                                                                                       |   |                                           |       |   |                                         |   |       |                                                                         |   |   |   |   |   |   |   |
| Consulting      Revenue                                                                    |   | $                                              | ---        |   |                                         | $      | ---        |                                                                         |   | $ | --- |   |   | $ | --- |   |   | $ | 91,014 |   |
|                                                                                       |   |                                           |       |   |                                         |   |       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| Other      Income:                                                                         |   |                                           |       |   |                                         |   |       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|         Related      party interest income         |   |                                           | ---        |   |                                         |   | ---        |                                                                         |   |   | --- |   |   |   | --- |   |   |   | 162,761 |   |
|         Other      interest income                 |   |                                           | 3,583      |   |                                         |   | 57         |                                                                         |   |   | 9,368 |   |   |   | 158 |   |   |   | 19,143 |   |
|         Settlement      income                     |   |                                           | ---        |   |                                         |   | ---        |                                                                         |   |   | --- |   |   |   | --- |   |   |   | 463,179 |   |
| Other                                                                                      |   |                                           | ---        |   |                                         |   | ---        |                                                                         |   |   | --- |   |   |   | --- |   |   |   | 550 |   |
| Total revenue and other      income                                                        |   |                                           | 3,583      |   |                                         |   | 57         |                                                                         |   |   | 9,368 |   |   |   | 158 |   |   |   | 736,647 |   |
|                                                                                       |   |                                           |       |   |                                         |   |       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| Costs      and Expenses:                                                                   |   |                                           |       |   |                                         |   |       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|         Cost      of consulting revenue            |   |                                           | ---        |   |                                         |   | ---        |                                                                         |   |   | --- |   |   |   | --- |   |   |   | 93,648 |   |
| General and      administrative                                                            |   |                                           | 461,491    |   |                                         |   | 215,803    |                                                                         |   |   | 838,817 |   |   |   | 390,856 |   |   |   | 6,996,069 |   |
| Research and      development                                                              |   |                                           | 1,202,184  |   |                                         |   | 210,521    |                                                                         |   |   | 2,306,555 |   |   |   | 268,859 |   |   |   | 7,523,660 |   |
| Impairment of intangible      asset                                                        |   |                                           | ---        |   |                                         |   | ---        |                                                                         |   |   | --- |   |   |   | --- |   |   |   | 451,492 |   |
| Interest expense – related      parties                                              |   |                                           | 39,356     |   |                                         |   | 38,522     |                                                                         |   |   | 78,711 |   |   |   | 74,489 |   |   |   | 3,931,833 |   |
|                                                                                       |   |                                           |       |   |                                         |   |       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| Total costs and      expenses                                                              |   |                                           | 1,703,031  |   |                                         |   | 464,846    |                                                                         |   |   | 3,224,083 |   |   |   | 734,204 |   |   |   | 18,996,702 |   |
|                                                                                       |   |                                           |       |   |                                         |   |       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| Loss      Before  Discontinued  Operations      and Extraordinary Gain |   | $                                              | (1,699,448 | )      |                                         | $      | (464,789   | )                                                                            |   | $ | (3,214,715 | ) |   | $ | (734,046 | ) |   | $ | (18,260,055 | ) |
|                                                                                       |   |                                           |       |   |                                         |   |       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| Loss      from discontinued operations                                                     |   |                                           | ---        |   |                                         |   | ---        |                                                                         |   |   | --- |   |   |   | --- |   |   |   | (202,278 | ) |
| Gain      on disposal of discontinued operations                                           |   |                                           | ---        |   |                                         |   | ---        |                                                                         |   |   | --- |   |   |   | --- |   |   |   | 108,652 |   |
|                                                                                       |   |                                           |       |   |                                         |   |       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| Loss      Before  Extraordinary Gain                                             |   | $                                              | (1,699,448 | )      |                                         | $      | (464,789   | )                                                                            |   | $ | (3,214,715 | ) |   | $ | (734,046 | ) |   | $ | (18,353,681 | ) |
|                                                                                       |   |                                           |       |   |                                         |   |       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| Extraordinary      Gain Due to                                                             |   |                                           |       |   |                                         |   |       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|    Extinguishment      of Debt                                              |   |                                           | ---        |   |                                         |   | ---        |                                                                         |   |   | --- |   |   |   | --- |   |   |   | 328,785 |   |
|                                                                                       |   |                                           |       |   |                                         |   |       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| Net      Loss                                                                              |   | $                                              | (1,699,448 | )      |                                         | $      | (464,789   | )                                                                            |   | $ | (3,214,715 | ) |   | $ | (734,046 | ) |   | $ | (18,024,896 | ) |
|                                                                                       |   |                                           |       |   |                                         |   |       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|    accrued      perferred series e dividend                                 |   |                                           | (12,612    | )      |                                         |   | (12,612    | )                                                                            |   |   | (25,224 | ) |   |   | (25,224 | ) |   |   | (205,996 | ) |
|                                                                                       |   |                                           |       |   |                                         |   |       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| Net      loss applicable to common shareholders                                            |   | $                                              | (1,712,060 | )      |                                         | $      | (477,401   | )                                                                            |   | $ | (3,239,939 | ) |   | $ | (759,270 | ) |   | $ | (18,230,892 | ) |
|                                                                                       |   |                                           |       |   |                                         |   |       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| net      loss per common share  (basic and dilutive):                            |   | $                                              | (.06       | )      |                                         | $      | (.02       | )                                                                            |   | $ |  (.12 | ) |   | $ |  (.03 | ) |   |   |   |   |
|                                                                                       |   |                                           |       |   |                                         |   |       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| weighted      average number of common                                                     |   |                                           |       |   |                                         |   |       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|  shares      outstanding                                                              |   |                                           | 26,198,177 |   |                                         |   | 26,198,177 |                                                                         |   |   | 26,198,177 |   |   |   | 26,198,177 |   |   |   |   |   |

----

|                                                                 |   |   Six      Months EndedDecember      31, |       |   | Cumulative      From Inception(March      15, 1995) Through December 31, |   |
|----------------------------------------------------------------------|--------|----------------------------------------------------|------------|--------|--------------------------------------------------------------------------|--------|
|                                                                 |   | 2007                                               |       |   | 2006                                                                     |   |   | 2007 |   |
| cash      flows from (to) operating activities:                      |   |                                               |       |   |                                                                     |   |   |   |   |
| Net (Loss)                                                           |   | $                                                  | (3,214,715 | )      |                                                                     | $      | (734,046 | ) |   | $ | (18,024,896 | ) |
| 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                                   |   |                                               | 15,058     |   |                                                                     |   | 11,119 |   |   |   | 343,614 |   |
| Amortization of deferred merger      costs                           |   |                                               | ---        |   |                                                                     |   | --- |   |   |   | 75,000 |   |
| Stock and stock option      compensation expense                     |   |                                               | 93,372     |   |                                                                     |   | 7,816 |   |   |   | 349,679 |   |
| Interest expense related to debt      discount                       |   |                                               | ---        |   |                                                                     |   | --- |   |   |   | 1,893,573 |   |
| Loss on disposal of property and      equipment                      |   |                                               | ---        |   |                                                                     |   | --- |   |   |   | 7,015 |   |
| (Increase)      decrease in:                                         |   |                                               |       |   |                                                                     |   |   |   |   |   |   |   |
| Inventory                                                            |   |                                               | (20,685    | )      |                                                                     |   | (86,500 | ) |   |   | (146,637 | ) |
|     Vendor      deposits                         |   |                                               | ---        |   |                                                                     |   | (29,575 | ) |   |   | --- |   |
| Other current    assets                                              |   |                                               | (15,791    | )      |                                                                     |   | (32,892 | ) |   |   | (107,645 | ) |
| (Decrease)  increase      in:                              |   |                                               |       |   |                                                                     |   |   |   |   |   |   |   |
| Accounts payable                                                     |   |                                               | 104,468    |   |                                                                     |   | 81,328 |   |   |   | 360,050 |   |
| Interest payable to      shareholders                                |   |                                               | 78,711     |   |                                                                     |   | 74,489 |   |   |   | 1,965,307 |   |
| Other accrued      liabilities                                       |   |                                               | 3,305      |   |                                                                     |   | 3,675 |   |   |   | (145,435 | ) |
| Net cash used in operating      activities                           |   |                                               | (2,956,277 | )      |                                                                     |   | (704,586 | ) |   |   | (10,658,559 | ) |
|                                                                 |   |                                               |       |   |                                                                     |   |   |   |   |   |   |   |
| cash      flows from (to)  investing activities:           |   |                                               |       |   |                                                                     |   |   |   |   |   |   |   |
| Purchases of property and      equipment                             |   |                                               | (40,563    | )      |                                                                     |   | (68,135 | ) |   |   | (291,763 | ) |
| 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                           |   |                                               | (40,563    | )      |                                                                     |   | (68,135 | ) |   |   | (1,128,846 | ) |
|                                                                 |   |                                               |       |   |                                                                     |   |   |   |   |   |   |   |
| cash      flows from (to) financing activities:                      |   |                                               |       |   |                                                                     |   |   |   |   |   |   |   |
| Proceeds from stock      sales                                       |   |                                               | 2,212,750  |   |                                                                     |   | 425,000 |   |   |   | 5,505,877 |   |
|      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                          |   |                                               | (640       | )      |                                                                     |   | (2,415 | ) |   |   | (9,262 | ) |
| Net cash provided by financing      activities                       |   |                                               | 2,212,110  |   |                                                                     |   | 722,585 |   |   |   | 12,240,274 |   |
|                                                                 |   |                                               |       |   |                                                                     |   |   |   |   |   |   |   |
| Increase      (decrease) in cash                                     |   |                                               | (784,730   | )      |                                                                     |   | (50,136 | ) |   |   | 452,869 |   |
| Cash      & cash equivalent at beginning of period               |   |                                               | 1,237,599  |   |                                                                     |   | 130,248 |   |   |   | --- |   |
| Cash      & cash equivalent at end of period                     |   | $                                                  | 452,869    |   |                                                                     | $      | 80,112 |   |   | $ | 452,869 |   |
|                                                                 |   |                                               |       |   |                                                                     |   |   |   |   |   |   |   |

----

|                                                                                                                                             |   | Six      Months EndedDecember      31, |      |   | Cumulative      From Inception(March      15, 1995) Through December 31, |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------|-----------|--------|--------------------------------------------------------------------------|--------|
|                                                                                                                                             |   | 2007                                   |      |   | 2006                                                                     |   |   | 2007 |   |
|                                                                                                                                             |   |                                   |      |   |                                                                     |   |   |   |   |
| 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 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                                                                                                  |   | $                                      | ---       |   |                                                                     | $      | 325,000 |   |   | $ | --- |   |
| 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 | ) |

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|   | Exhibit No. |   | Description                                                                                                                                                                                                           |
|--------|-------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |        |   |                                                                                                                                                                                                                  |
|   | 4.1         |   | Subscription      Agreement between the Company and Mr. Lawrence F. DeGeorge dated November      13, 2007 (incorporated by reference to the Company’s Form10-QSB for the      quarter ended September 30, 2007) |
|   |        |   |                                                                                                                                                                                                                  |
|   | 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                                                                                              |

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|                         | ADVANCE      DISPLAY TECHNOLOGIES, INC.(Registrant)     |
|------------------------------|-----------------------------------------------------------------------------|
| Date:      February 14, 2008 | /s/  Matthew      W. Shankle                                      |
|                         | Matthew      W. ShanklePresident,      Chief Executive and FinancialOfficer |