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, 1998

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

           For the transition period from ____________ to ____________

                         Commission file number: 0-15224

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

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


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


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



Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

                            YES  X     NO_____


As of November 10, 1998,  23,774,275 shares of Common Stock, $.001 par value per
share were outstanding.

Transitional Small Business Disclosure Format (check one):

                            YES_____   NO  X


<PAGE>

                       ADVANCE DISPLAY TECHNOLOGIES, INC.


                                      INDEX


                                                                            Page
                                                                            ----

                          PART I. FINANCIAL INFORMATION


Item 1.   Balance Sheets (unaudited) -
           September 30, 1998 and June 30, 1998................................3

          Statements of Operations (unaudited) -
           Three months ended September 30, 1998 and 1997 and for the
           period from March 15, 1995, inception, to September 30, 1998........4

          Statements of Cash Flows (unaudited) -
           Three months ended September 30, 1998 and 1997 and for the
           period from March 15, 1995, inception, to September 30, 1998........5

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

Item 2.   Management's Discussion and Analysis of
           Results of Operations and Financial Condition.....................7-9


                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................................9

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

Item 3.   Defaults on Senior Securities.......................................10

Item 4.   Submission of Matters to a Vote of
           Security Holders...................................................10

Item 5.   Other Information...................................................10

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

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


                                        2

<PAGE>
<TABLE>
<CAPTION>



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

                                 BALANCE SHEETS
                                   (Unaudited)


                                                      September 30,    June 30,
                                                          1998           1998
                                                       -----------    -----------

                                     ASSETS
                                     ------

CURRENT ASSETS:
<S>                                                    <C>            <C>        
   Cash                                                $    55,856    $    77,464
   Inventory                                                16,238         16,238
   Other current assets                                     12,987          8,108
                                                       -----------    -----------
      Total current assets                                  85,081        101,810

PROPERTY AND EQUIPMENT                                     143,719        142,934
   Less:  Accumulated depreciation                         (52,763)       (40,892)
                                                       -----------    -----------
      Net Property and Equipment                            90,956        102,042
                                                       -----------    -----------

      TOTAL ASSETS                                     $   176,037    $   203,852
                                                       ===========    ===========


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

CURRENT LIABILITIES:
   Accounts payable                                    $   353,738    $   484,060
   Other accrued liabilities                               204,324        156,802
                                                       -----------    -----------
      Total current liabilities                            558,062        640,862

CONVERTIBLE, REDEEMABLE NOTES PAYABLE                    1,073,725      1,023,725

SHAREHOLDERS' DEFICIT:
   Preferred stock, $.001 par value, 100,000,000
        shares authorized, 1,843,900 shares issued
        and outstanding (liquidation preference of
        $2,765,850)                                          1,844          1,844
   Common stock, $.001 par value, 100,000,000
        shares authorized, 23,774,275 and
           25,176,432 shares issued and outstanding,
           respectively                                     23,774         25,177
   Additional paid-in capital                            4,229,130      4,227,728
   Deficit accumulated during the development
        stage                                           (5,710,498)    (5,715,484)
                                                       -----------    -----------
      Total Shareholders' Deficit                       (1,455,750)    (1,460,735)
                                                       -----------    -----------

      TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT      $   176,037    $   203,852
                                                       ===========    ===========

           (See accompanying notes to unaudited financial statements)

                                        3
</TABLE>

<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,
                                         1998            1997            1998
                                     ------------    ------------    ------------

REVENUE:
<S>                                  <C>             <C>             <C>         
 Consulting Rees                     $       --      $     15,000    $     30,200
                                     ------------    ------------    ------------

     TOTAL REVENUE                           --            15,000          30,200


COSTS AND EXPENSES:
 General and administrative               107,257         259,287       1,350,342
 Research and development                  37,441          45,668       2,946,407
 Impairment of intangible assets             --              --           451,492
                                     ------------    ------------    ------------
     Total costs and expenses             144,698         304,955       4,748,241
                                     ------------    ------------    ------------


OPERATING LOSS                           (144,698)       (289,955)     (4,718,041)


OTHER INCOME (EXPENSES):
 Interest Income                              323            --           163,084
 Other Income                             175,550            --           177,971
 Interest expense - related party         (26,189)        (15,169)     (1,333,512)
                                     ------------    ------------    ------------
     Total Other Income (Expenses)        149,684         (15,169)       (992,457)
                                     ------------    ------------    ------------


NET INCOME (LOSS)                    $      4,986    $   (305,124)   $  5,710,498
                                     ============    ============    ============

NET INCOME (LOSS) PER COMMON SHARE 
  (Basic and diluted)                $       --      $       (.01)
                                     ============    ============
  
WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                   24,555,128      21,343,923
                                     ============    ============




           (See accompanying notes to unaudited financial statements)

                                        4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

                                          STATEMENTS OF CASH FLOWS
                                                (Unaudited)
                                                                                                  
                                                                                                    
                                                                                                   March 15, 1995 
                                                                 Three Months Ended                  (Inception)  
                                                                    September 30,                      Through    
                                                          --------------------------------          September 30,
                                                              1998                 1997                 1998
                                                          -----------          -----------          -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                       <C>                  <C>                  <C>         
  Net Income (Loss)                                       $     4,986          $  (305,124)         $(5,710,498)
 Adjustments to reconcile net income (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                                 11,871               25,036              179,624
 Stock option compensation expense                               --                   --                214,125
 Interest expense related to debt discount                       --                   --              1,013,933
 Loss on disposal of assets                                      --                   --                    304
   (Increase) decrease in:
      Inventory                                                  --                (57,992)             (10,190)
      Other current assets                                     (4,879)             (20,866)            (144,480)
   (Decrease) increase in:
      Accrued interest payable to members                      26,189               14,646              297,499
      Accounts payable                                       (130,322)             (29,486)             (92,106)
      Other accrued liabilities                                21,333               57,673               (8,515)
                                                          -----------          -----------          -----------
   Net cash used in operating activities                      (70,822)            (316,113)          (1,272,318)
                                                          -----------          -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment                            (786)              (6,536)             (91,145)
  Proceeds from sale of assets                                   --                   --                  8,400
  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                       (786)              (6,536)            (936,858)
                                                          -----------          -----------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Capital contributions                                          --                   --                103,127
  Proceeds from notes payable to shareholders                    --                 65,000               65,000
  Proceeds from convertible notes
     payable to shareholders                                   50,000               50,000            1,797,400
  Proceeds from line-of-credit                                   --                   --                299,505
                                                          -----------          -----------          -----------
     Net Cash provided by
       financing activities                                    50,000              115,000            2,265,032
                                                          -----------          -----------          -----------
Increase (decrease) in cash                                   (21,608)            (207,649)              55,856
Cash & cash equivalents
  at beginning of period                                       77,464              235,731                 --
                                                          -----------          -----------          -----------
Cash and cash equivalents at end
  of period                                               $    55,856          $    28,082          $    55,856
                                                          ===========          ===========          ===========

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
                                                          ===========          ===========          ===========
Conversion of notes payable to stockholders
  to common stock                                         $      --            $      --            $   550,000
                                                          ===========          ===========          ===========


                             (See accompanying notes to unaudited financial statements)

                                                          5
</TABLE>

<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, 1998, as the notes to these
interim  financial  statements  omit certain  information  required for complete
financial statements.


Note 2.

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

     Effective  October 5, 1998, the Company  issued an additional  convertible,
redeemable  promissory note in the amount of $50,000 due and payable October 15,
2000 and under  substantially  the same terms and  conditions  as the  Company's
other convertible, redeemable promissory notes previously outstanding.


                                        6

<PAGE>


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

                Special Note Regarding Forward Looking Statements

     Certain statements contained herein constitute "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward looking statements  include,  without limitation,  statements  regarding
Advance  Display  Technologies,  Inc.'s  ("ADTI" or 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 further  develop and improve the
manufacturing process for its product, to manufacture its product at a cost that
would result in profitable  sales,  to sell a sufficient  number of screens at a
sufficient price to result in positive operating margins,  to attract and retain
qualified management and other personnel,  and generally to successfully execute
a business plan that will take the Company from a development  stage entity to a
profitable  operating company.  Many of these factors are outside the control of
the  Company.  Investors  are  cautioned  not to put undue  reliance  on forward
looking statements.  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, 1998.


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

     During the quarter  ended  September  30, 1998,  the Company  remained in a
research and development ("R&D") phase, continuing efforts to design and develop
an adequately  bright  projector  for use with the Company's  fiber optic screen
technology.  As of the date of this report, no definitive solution to this issue
has been  reached.  If these  efforts  are not  successful,  the  ability of the
Company to raise additional capital to continue operations will be significantly
hindered and the Company may be forced to discontinue operations.

     For the fiscal quarter ended  September 30, 1998, the Company  reported net
income of $4,986 as compared to net loss of  ($305,133)  for the fiscal  quarter
ended September 30, 1997. The difference in net income and loss for the quarters
presented is primarily due to: 1) other income of $175,000  received  during the
quarter ended September 30, 1998 in settlement of previously  pending litigation
(see Part II, Item 1. Legal Proceedings,  below) compared to consulting revenues
of $15,000 for the same period of the prior year;  and, 2) a decrease in general
and administrative ("G&A") costs for 1998 of approximately $152,000 from amounts
reported  in  1997  primarily  due to  reductions  in  legal,  professional  and
consulting fees, marketing costs, amortization expense and salaries. As a result
of  downsizing  and cost  containment  measures,  the Company was able to reduce
operating loss from  approximately  $290,000 for the quarter ended September 30,
1997 to approximately $145,000 for the same quarter of the current fiscal year.

     The Company  reported total other income of $175,550 for the fiscal quarter
ended  September  30, 1998 which  consisted  almost  entirely of the  litigation
settlement  fees.  The Company  reported total revenue of $15,000 for the fiscal
quarter ended  September 30, 1997 which  consisted  entirely of consulting  fees
pursuant to an  agreement  with  Toshiba  Lighting  and  Technology  Corporation
("TLT")  effective July 1, 1997. The agreement called for the Company to provide
technical  support for an outdoor  product of TLT and to provide market research
information for  consideration  of $5,000 per month.  There were no sales of the
Company's products to report for either fiscal quarter.

     The Company reported G&A expenses of $107,257 and $259,102 for the quarters
ended September 30, 1998 and 1997,  respectively.  Legal and other  professional
fees decreased  approximately $96,000 in 1998 from 1997 due to the settlement of
litigation,  completion  of a  marketing  study  in  1997,  and a  reduction  in


                                        7

<PAGE>


management consulting fees in 1998 from 1997. In June 1998, the Company recorded
a  write-down  of its  intellectual  property to $0 which  reduced  amortization
expense  in  the  fiscal   quarter  ended   September  30,  1998  from  1997  by
approximately  $19,500. The Company also reduced its workforce in 1998 from 1997
by  approximately  6 people  resulting in a net decrease in salaries and payroll
expenses of $25,000.  G&A expenses for the fiscal  quarter  ended  September 30,
1998 included:  1)  depreciation  of  approximately  $11,000;  2) general office
expense  of  approximately   $19,000;  3)  employee  salaries  and  expenses  of
approximately  $48,000;  and  4)  professional  fees  of  approximately  $29,000
(including  legal fees  incurred for  settlement of the  litigation  and general
corporate  matters,  and,  accounting  fees in connection  with the audit of the
Company's financial statements for the fiscal year ended June 30, 1998).

     The Company also  reported  research and  development  ("R&D")  expenses of
$37,441  and  $45,668  for the  quarters  ended  September  30,  1998 and  1997,
respectively. The Company has determined that a projector substantially brighter
and  possessing  a better  cost to  performance  ratio than  those  commercially
available today is needed to provide  adequate  illumination  for the successful
marketing of its screen.  Toward that end, the Company has placed  illumination,
projection and electrical  engineering  specialists under contract to design and
develop an adequately  bright  projector for use with the Company's  fiber optic
screen.  During the quarter ended  September 30, 1998,  R&D costs were primarily
incurred in this pursuit.

     Interest expense increased from $15,169 for the fiscal year ended September
30,  1997 to  $26,189  for the same  period of the  current  fiscal  year.  This
increase  is due to an  increase in  outstanding  notes  payable for the quarter
ended September 30, 1998.


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

     Due to significant  costs  associated with development and marketing of the
Company's  products  and the lack of  material  sales to date,  the  Company has
experienced a continuing  need for financing  since the 1980's.  The Company and
its subsidiaries  have been totally  dependent on financing from outside sources
to fund  operations  for nearly five years.  At September 30, 1998,  the Company
reported  negative  net worth of  $1,455,750  and  negative  working  capital of
$472,981.  The  Company  will  require  additional  capital  for  administrative
expenses,  continued development of the product,  further design and development
of an automated  manufacturing process and marketing costs.  Management believes
that the  Company's  continued  existence is  dependent  upon its ability to: 1)
develop or acquire an  adequately  bright  projector at an  acceptable  cost; 2)
complete the design and development of the alternative  automated  manufacturing
process;  3) successfully  market the product;  4) obtain additional  sources of
funding  through  outside  sources;  and  5)  achieve  and  maintain  profitable
operations.  There can be no assurance  that the Company will be able to achieve
its research and development  goals,  obtain  sufficient  additional  capital or
manufacture  or sell its products on terms and  conditions  satisfactory  to the
Company.

     During the fiscal quarter ended September 30, 1998, the Company  received a
payment of $175,000 in settlement of previously outstanding litigation (see Item
II, Part 1. Legal Proceedings,  below). Cash flows from financing activities for
the fiscal quarter ended September 30, 1998, consisted entirely of proceeds from
the  issuance  of a  convertible,  redeemable  promissory  note in the amount of
$50,000,  due and payable October 15, 2000 and with substantially the same terms
as the Company's other  convertible,  redeemable  promissory notes  outstanding.
Proceeds from the settlement and financing activities received during the fiscal
quarter ended September 30, 1998 were primarily used for ongoing research in the
design and development of an adequately bright projector and operating expenses.

     Effective  October 5, 1998, the Company  issued an additional  convertible,
redeemable  promissory  note in the amount of  $50,000  under the same terms and
conditions as the  convertible,  redeemable  promissory note issued in September
1998.

     The Company  received  consulting  fees of $15,000  for the fiscal  quarter
ended  September  30, 1997  pursuant to an agreement  with Toshiba  Lighting and

                                        8

<PAGE>



Technology Corporation ("TLT") effective July 1, 1997. Cash flows from financing
activities  for the fiscal  quarter ended  September 30, 1997 consisted of notes
payable and convertible, redeemable promissory notes totaling $115,000.

     ADTI  reported a working  capital  deficit  position at September 30, 1998.
Current liabilities exceeded current assets by $472,981.  At September 30, 1998,
current liabilities consisted of trade payables and accrued expenses of $558,062
for costs of the  Exchange,  operating  costs and various  payables and accruals
from prior years.  While  management  intends to pursue  various  strategies  to
reduce or eliminate  certain of these  liabilities,  there is no assurance  that
these efforts will be successful.

     The  Company's  efforts  will  continue to be focused on  research  for the
design  and  development  of an  adequately  bright  projector  for use with the
Company's  fiber optic  screen  technology.  As of the date of this  report,  no
definitive  solution to this issue has been  reached.  If these  efforts are not
successful,  the ability of the Company to raise additional  capital to continue
operations  will be  significantly  hindered  and the  Company  may be forced to
discontinue  operations.  Although the Company will continue  efforts on raising
additional capital through private placements or other sources,  there can be no
assurances  that the Company  will be able to acquire  the capital  needed or be
successful in achieving these objectives.


Impact of the Year 2000 Issue
-----------------------------

     There have been no changes in the Company's  assessments or plans regarding
the  impact of the year 2000  since the  Company  filed its Form  10-KSB for the
fiscal year ended June 30, 1998.


                           PART II. OTHER INFORMATION

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

DISPLAY GROUP, LLC vs. AMERICAN CONSOLIDATED GROWTH CORPORATION.
----------------------------------------------------------------

     This civil action  involved  ownership  of Common Stock of ADTI.  Plaintiff
Display Group, LLC, a subsidiary of the Company, filed a civil action dated July
19, 1996  against  American  Consolidated  Growth  Corporation  ("ACGC") and AGT
Sports,  Inc. in the Arapahoe County District Court, Civil Action No. 96-CV1560,
seeking  ownership  of  approximately  1,400,000  shares of Common Stock of ADTI
pursuant to a security  interest owned by Display Group.  That security interest
was acquired from the Resolution Trust Corporation  ("RTC") pursuant to a public
sale.  This civil action was  terminated  concurrently  with the suit  discussed
below.


DISPLAY GROUP, LLC vs CORPORATE PARTNERS, INC. and JEFFREY S. ROBINSON
----------------------------------------------------------------------

     This civil  action  arose from the same loan  package  acquired  by Display
Group,  LLC from the RTC that is  described  above  regarding  the  claim on the
collateral against American  Consolidated Growth Corporation.  Plaintiff Display
Group,  LLC filed a civil action against  Corporate  Partners,  Inc. ("CPI") and
Jeffrey S. Robinson in the District Court of Lubbock  County,  Texas,  the 140th
Judicial District, Civil Action No. 96-557024. This civil action sought judgment
on a promissory  note dated  September 19, 1990 (the "Note") and against Jeffrey
Robinson under a Guarantee and Confirmation of Guarantee of that Note.

     On August 17, 1998, the Company executed an agreement  effective August 10,
1998 (the "Settlement  Agreement") in settlement of both matters.  In connection
with the Settlement  Agreement,  CPI and Robinson paid the Company $175,000 cash
and  transferred  and assigned to the Company a minimum of  1,402,157  shares of
ADTI Common Stock.  Prior to the settlement,  a portion of this Common Stock was
held by the registry of the court  pending  completion of trial on the merits of
the case. CPI,  Robinson and/or ACGC have also agreed to transfer any additional
shares of ADTI Common  Stock owned by any of them and which was not  transferred
on the date of closing.  The ADTI Common Stock  acquired in the  settlement  was

                                        9

<PAGE>



returned to the  authorized  but unissued  stock of ADTI.  The cash  received in
settlement of the litigation was used as working capital.

     Also as part of the  settlement,  the parties  executed mutual releases and
covenants not to sue for any claims which were or could have been the subject of
the  litigation  and which existed from the beginning of time to the  settlement
date.


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

     On September 28, 1998 and October 5, 1998, the Company sold an aggregate of
$100,000 of convertible,  redeemable  promissory  notes pursuant to a previously
Board  authorized  private  placement of its securities in a transaction  exempt
from the  registration  requirements  of the 1933  Act.  These  notes  were sold
pursuant to the  provisions of Regulation D, Rule 506 of the 1933 Act. The notes
will  be due  October  15,  2000  and  are  convertible,  at the  option  of the
noteholder, into shares of the Company's Common Stock at the rate of $0.1615 per
share.  The  Company  will have the right to call these notes after one year and
the note holders will have 30 days in which to convert if these notes are called
by the  Company.  The  Company  may elect to pay  interest on any of these notes
converted in cash or by issuance of additional  shares of the  Company's  Common
Stock.


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

None.


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

None.


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

     Mr.  Kenneth P.  Warner  resigned  his  positions  as  President  and Chief
Executive  Officer of the Company  effective  September 17, 1998 to pursue other
interests.  Mr.  Warner has remained on the Board of Directors.  Mr.  Matthew W.
Shankle  was  appointed  President  as Mr.  Warner's  replacement  and was  also
appointed to the Board of Directors.


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

     The Company  filed a report on Form 8-k dated August 10, 1998 to report the
settlement  of  previously  pending  litigation.  (See  Part II,  Item 1.  Legal
Proceedings, above)


                                       10
<PAGE>


                                   SIGNATURES


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


                                             ADVANCE DISPLAY TECHNOLOGIES, INC.
                                             (Registrant)



Date: November 16, 1998                                   /s/ Matthew W. Shankle
      -----------------                      -----------------------------------
                                                              Matthew W. Shankle
                                                                       President
                                         (Chief Executive and Financial Officer)


                                       11