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 March 31, 2005

     [ ]  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, Centennial, 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 May 13, 2005, the Company had 25,618,177 shares of Common Stock, $.001 par
value per share outstanding.

<PAGE>

                       ADVANCE DISPLAY TECHNOLOGIES, INC.

                                      INDEX

                                                                            Page

                          PART I. FINANCIAL INFORMATION

Item 1.  Consolidated Balance Sheets (unaudited)
             March 31, 2005 and June 30, 2004.................................1

         Consolidated Statements of Operations (unaudited)
             Three and nine months ended March 31, 2005 and 2004..............2

         Consolidated Statements of Cash Flows (unaudited)
             Three and nine months ended March 31, 2005 and 2004............3-4

         Notes to Consolidated Financial Statements (unaudited)...............5

Item 2.  Management's Discussion and Analysis or Plan of Operations.........6-9

             General........................................................6-7
             Results of Operations..........................................7-8
             Liquidity and Resources........................................8-9
             Forward Looking Statements.......................................9

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



                           PART II. OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds...........................11

Item 6.  Exhibits............................................................11

         Signatures..........................................................12


                                        i
<PAGE>
<TABLE>
<CAPTION>

                                         PART 1. FINANCIAL INFORMATION
Item 1.
                                       ADVANCE DISPLAY TECHNOLOGIES, INC.
                                         (A Development Stage Company)
                                                 BALANCE SHEETS
                                                  (Unaudited)
                                                                                        March 31,       June 30,
                                                                                          2005            2004
                                                                                      ------------    ------------
                                                     ASSETS
                                                     ------
CURRENT ASSETS:
<S>                                                                                   <C>             <C>
     Cash                                                                             $      3,288    $     99,813
     Preferred subscriptions receivable                                                       --            75,000
     Trade accounts  receivable                                                              6,598            --
     Vendor deposits                                                                       121,116            --
     Other current assets                                                                   20,287           4,870
                                                                                      ------------    ------------
         Total current assets                                                              151,289         179,683

PROPERTY AND EQUIPMENT, NET                                                                  9,352           6,510
                                                                                      ------------    ------------

         TOTAL ASSETS                                                                 $    160,641    $    186,193
                                                                                      ============    ============

                                      LIABILITIES AND SHAREHOLDERS'DEFICIT
                                      ------------------------------------
CURRENT LIABILITIES:
     Accounts payable
         Trade                                                                        $    106,821    $     63,417
         Related party                                                                     135,433         122,502
     Convertible, redeemable promissory notes payable-related party                        185,000            --
     Accrued interest-related parties                                                        5,781            --
     Customer deposits                                                                     130,223            --
     Other accrued liabilities                                                              46,771          37,535
                                                                                      ------------    ------------
         Total current liabilities                                                         610,029         223,454

LONG-TERM LIABILITIES:
     Capital lease obligations                                                               3,085            --
                                                                                      ------------    ------------
         Total long-term liabilities                                                         3,085            --
                                                                                      ------------    ------------

         Total liabilities                                                                 613,114         223,454

STOCKHOLDERS' DEFICIT:
     Preferred Series D stock, $.001 par value, 60,000,000 shares authorized,
         28,000,000 and 60,000,000 shares issued and 25,500,000 and 21,000,000
         outstanding at March 31, 2005 and June 30, 2004, respectively
         (liquidation preference of $446,667)                                               28,000          60,000
     Preferred Series E stock, $.001 par value, 1,008,985 shares authorized,
         1,008,985 shares issued and outstanding (liquidation preference of
         $1,008,895)                                                                         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 subscriptions receivable                                                       --          (325,000)

     Common stock, $.001 par value, 100,000,000 shares authorized, 25,618,177
         issued and outstanding at March 31, 2005 and June 30, 2004                         25,619          25,619

     Additional paid-in capital                                                         10,718,212      10,936,212
     Deferred compensation                                                                (149,712)           --
     Deficit accumulated during the development stage                                  (11,080,150)    (10,739,650)
                                                                                      ------------    ------------
         Total Shareholders' Deficit                                                      (452,473)        (37,261)
                                                                                      ------------    ------------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                                           $    160,641    $    186,193
                                                                                      ============    ============


                           (See accompanying notes to unaudited financial statements)

                                                       1
<PAGE>

                                           ADVANCE DISPLAY TECHNOLOGIES, INC.
                                             (A Development Stage Company)
                                                STATEMENTS OF OPERATIONS
                                                      (Unaudited)
                                                                                                                 Cumulative
                                                                                                                    From
                                                                                                                  Inception
                                                                                                                 (March 15,
                                                     Three Months Ended              Nine Months Ended         1995) Through
                                                         March 31,                       March 31,                March 31,
                                                ----------------------------    ----------------------------    ------------
                                                    2005            2004            2005            2004            2005
                                                ------------    ------------    ------------    ------------    ------------
REVENUE
     Consulting revenue                                 --              --              --              --            30,200
     Screen system sales                              12,448            --            25,890            --            25,890
                                                ------------    ------------    ------------    ------------    ------------
          Total revenue                               12,448            --            25,890            --            56,090

COST OF GOODS SOLD                                    11,216            --            23,588            --            23,588
                                                ------------    ------------    ------------    ------------    ------------

GROSS PROFIT                                           1,232            --             2,302            --            32,502

COSTS AND EXPENSES:
     General and administrative                      124,721         154,759         337,100         382,945       4,542,396
     Research and development                           --              --              --              --         3,946,662
                                                ------------    ------------    ------------    ------------    ------------
          Total costs and expenses                   124,721         154,759         337,100         382,945       8,489,058
                                                ------------    ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS                                (123,489)       (154,759)       (334,798)       (382,945)     (8,456,556)

OTHER INCOME (EXPENSE):
     Related party interest income                      --              --              --              --           162,761
     Other interest income                                21             374              79             457           8,702
     Settlement income                                  --              --              --              --           295,187
     Other income                                       --              --              --              --               550
     Impairment of intangible asset                     --              --              --              --          (451,492)
     Interest expense - related parties               (4,289)           --            (5,781)       (116,685)     (2,874,461)
                                                ------------    ------------    ------------    ------------    ------------
          Total other income (expense)                (4,268)            374          (5,702)       (116,228)     (2,858,753)
                                                ------------    ------------    ------------    ------------    ------------

LOSS BEFORE  DISCONTINUED
  OPERATIONS AND EXTRAORDINARY GAIN             $   (127,757)   $   (154,385)   $   (340,500)   $   (499,173)   $(11,315,309)
                                                ------------    ------------    ------------    ------------    ------------

Loss from discontinued operations                       --           (83,913)           --          (124,407)       (202,278)
Gain on disposal of discontinued operations             --              --              --              --           108,652
                                                ------------    ------------    ------------    ------------    ------------

LOSS BEFORE  EXTRAORDINARY GAIN                 $   (127,757)   $   (238,298)   $   (340,500)   $   (623,580)   $(11,408,935)
                                                ------------    ------------    ------------    ------------    ------------

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

NET LOSS                                        $   (127,757)   $   (238,298)   $   (340,500)   $   (623,580)   $(11,080,150)
                                                ============    ============    ============    ============    ============

   ACCRUED PERFERRED SERIES E DIVIDEND               (12,612)        (12,612)        (37,836)        (16,816)        (67,264)
                                                ------------    ------------    ------------    ------------    ------------

NET LOSS APPLICABLE TO COMMON SHAREHOLDERS      $   (140,369)   $   (250,910)   $   (378,336)   $   (640,396)   $(11,147,414)
                                                ============    ============    ============    ============    ============

NET LOSS PER COMMON SHARE
     (BASIC AND DILUTIVE):
      Loss before discontinued operations and
            extraordinary gain                  $       --      $       (.01)   $       (.01)   $       (.03)
      Loss on discontinued operations                   --              --              --              --
                                                ------------    ------------    ------------    ------------
      Loss before extraordinary gain            $       --      $       (.01)   $       (.01)   $       (.03)
      Extraordinary gain                                --              --              --              --
                                                ------------    ------------    ------------    ------------
      Net loss                                  $       --      $       (.01)   $       (.01)   $       (.03)
                                                ============    ============    ============    ============


WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING                          25,618,177      24,388,908      25,618,177      24,081,592
                                                ============    ============    ============    ============


                               (See accompanying notes to unaudited financial statements)

                                                           2
<PAGE>

                                               ADVANCE DISPLAY TECHNOLOGIES, INC.
                                                  (A Development Stage Company)
                                                     STATEMENTS OF CASH FLOWS
                                                           (Unaudited)

                                                                                                                         Cumulative
                                                                                                                            From
                                                                                                                         Inception
                                                                                                                        (March 15,
                                                            Three Months Ended              Nine Months Ended         1995) Through
                                                                 March 31,                       March 31,               March 31,
                                                           2005            2004            2005            2004            2005
                                                       ------------    ------------    ------------    ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                             $   (127,757)   $   (238,298)   $   (340,500)   $   (623,580)   $(11,080,150)
Adjustments to reconcile net loss to net
 Cash used in operating activities:
  Loss from discontinued operations                            --            83,913            --           124,407         202,278
  Gain on disposition of discontinued operations               --              --              --              --          (108,652)
  Gain on debt forgiven                                        --              --              --              --          (328,785)
  Acquired research and development expense                    --              --              --              --         2,536,494
  Impairment of intangible asset                               --              --              --              --           451,492
  Depreciation and amortization                               1,317           1,270           3,861           3,954         288,665
  Amortization of deferred merger costs                        --              --              --              --            75,000
  Stock and stock option compensation expense                   154            --               288            --           214,413
  Interest expense related to debt discount                    --              --              --              --         1,153,573
  Loss on disposal of property and equipment                   --              --              --              --             5,445
(Increase) decrease in:
  Trade accounts receivable                                   1,249            --            (6,598)           --            (6,598)
  Inventory                                                    --              --              --              --             6,048
  Vendor deposits                                          (121,116)           --          (121,116)           --          (121,116)
  Other current assets                                          212          14,143          59,583          13,999         (76,772)
(Decrease) increase in:
  Accounts payable                                           16,249         (83,792)         56,335         (42,367)         31,563
  Interest payable to shareholders                            4,289            --             5,781         116,685       1,647,936
  Customer deposits                                         130,223            --           130,223            --           130,223
  Other accrued liabilities                                   2,920        (128,478)        (68,912)       (137,420)       (131,953)
                                                       ------------    ------------    ------------    ------------    ------------
      Net cash used in operating activities                 (92,260)       (351,242)       (281,055)       (544,322)     (5,110,896)
                                                       ------------    ------------    ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                          --              (731)           --              (731)       (125,649)
  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                                 --              --              --            52,825         303,812
                                                       ------------    ------------    ------------    ------------    ------------
      Net cash used in investing activities                    --              (731)           --            52,094        (962,732)
                                                       ------------    ------------    ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Capital contributions                                        --           400,000            --           600,000         703,127
  Proceeds from notes payable to shareholders                57,500            --           185,000         160,000       5,074,754
  Proceeds from line of credit                                 --              --              --              --           299,505
  Principal payments on leased equipment                       (470)           --              (470)           --              (470)
                                                       ------------    ------------    ------------    ------------    ------------
      Net cash provided by financing activities              57,030         400,000         184,530         760,000       6,076,916
                                                       ------------    ------------    ------------    ------------    ------------

Increase (decrease) in cash                                 (35,230)         48,027         (96,525)        267,772           3,288
Cash & cash equivalent at beginning of period                38,518         230,623          99,813          10,878            --
                                                       ------------    ------------    ------------    ------------    ------------
Cash & cash equivalent at end of period                $      3,288    $    278,950    $      3,288    $    278,650    $      3,288
                                                       ============    ============    ============    ============    ============


                                   (See accompanying notes to unaudited financial statements)

                                                               3
<PAGE>

                                         ADVANCE DISPLAY TECHNOLOGIES, INC.
                                            (A Development Stage Company)
                                              STATEMENTS OF CASH FLOWS
                                                     (Unaudited)

                                                                                                              Cumulative
                                                                                                                From
                                                                                                              Inception
                                                                                                              (March 15,
                                                       Three Months Ended            Nine Months Ended      1995) Through
                                                            March 31,                    March 31,             March 31,
                                                       2005           2004          2005           2004          2005
                                                   -----------    -----------   -----------    -----------   -----------

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                             $      --      $      --     $      --      $      --     $   328,785
                                                   ===========    ===========   ===========    ===========   ===========
Acquired membership interest in Regent Theaters,
   L.L.C. and Regent Releasing L.L.C               $      --      $      --     $      --      $    50,000   $    50,000
                                                   ===========    ===========   ===========    ===========   ===========
Conversion of Preferred Series C stock to
   to common stock                                 $      --      $      --     $      --      $     1,844   $     1,844
                                                   ===========    ===========   ===========    ===========   ===========
Subscriptions for Preferred Series D stock         $      --      $      --     $      --      $   800,000   $   400,000
                                                   ===========    ===========   ===========    ===========   ===========
Cancellation of Subscriptions for Preferred
   Series D stock                                  $      --      $      --     $  (325,000)   $      --     $  (325,000)
                                                   ===========    ===========   ===========    ===========   ===========
Conversion of demand notes and accrued
   Interest to Preferred Series E stock            $      --      $      --     $      --      $ 1,008,985   $ 1,008,985
                                                   ===========    ===========   ===========    ===========   ===========
Conversion of convertible, redeemable
   Promissory notes, demand notes and accrued
   interest to Preferred Series F stock            $      --      $      --     $      --      $ 4,549,015   $ 4,549,015
                                                   ===========    ===========   ===========    ===========   ===========
Acquisition of 15,000,000 shares of Preferred
   Series D stock                                  $      --      $      --     $    75,000    $      --     $    75,000
                                                   ===========    ===========   ===========    ===========   ===========
Issuance of 1,000,000 shares of Preferred
   Series D stock for deferred compensation        $      --      $      --     $    25,000    $      --     $    25,000
                                                   ===========    ===========   ===========    ===========   ===========
Deferred compensation related to issuance of
   shares of Preferred Series D stock              $      --      $      --     $   (24,866)   $      --     $   (24,866)
                                                   ===========    ===========   ===========    ===========   ===========
Issuance of 1,500,000 shares of Preferred
   Series D stock for deferred compensation        $   125,000    $      --     $   125,000    $      --     $   125,000
                                                   ===========    ===========   ===========    ===========   ===========
Deferred compensation related to issuance of
   shares of Preferred Series D stock              $  (124,846)   $      --     $  (124,846)   $      --     $  (124,846)
                                                   ===========    ===========   ===========    ===========   ===========


                             (See accompanying notes to unaudited financial statements)

                                                        4
</TABLE>
<PAGE>

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

Note 1. Interim Financial Statements

     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, 2004 as the
notes to these interim financial statements omit certain information required
for complete financial statements.


Note 2. Subsequent Events

     Subsequent to March 31, 2005, the Company issued revolving convertible,
redeemable promissory notes totaling $215,000. All of these revolving
convertible, redeemable promissory notes were issued to shareholders.

Note 3. Recent Pronouncements

FAS 123R Disclosure
-------------------

     In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment,"
which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation.
SFAS No. 123(R) is effective for the Company for interim or annual periods
beginning after July 1, 2006, supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows.

     SFAS No. 123(R) requires all share-based payments to employees, including
grants of employee stock options, to be recognized in the income statement based
on their fair values. Pro-forma disclosure is no longer an alternative. The new
standard will be effective for the Company, beginning July 1, 2006.




                                        5
<PAGE>

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

General
-------

     In the fiscal quarter ended December 31, 2003, the Company operated Regent
Theaters, L.L.C. and Regent Releasing, L.L.C., which were acquired from Regent
Entertainment Partnership, L.P., of Dallas, Texas ("Regent Entertainment") by
means of a Unit Purchase Agreement ("UPA") dated November 30, 2003. As a result,
the Company had, at that time, shifted its primary focus to its then newly
acquired theater and theatrical releasing operations. Notwithstanding the
changed focus, however, the Company continued its historical business of
developing fiber optic display screen technology for video billboard and other
display applications. After the Company re-assigned the membership interests of
Regent Theaters, L.L.C. and Regent Releasing, L.L.C. back to Regent
Entertainment on May 12, 2004, and effectively rescinded the UPA, its primary
focus returned to its historical business of developing fiber optic display
screen technology for video billboard and other display applications (the
"Screen Business").

     During the nine-month period ended March 31, 2005, the Company was engaged
in sales and marketing efforts for the large screen display products offered by
the Company, acquiring rights to proprietary and patented Light Emitting Diode
(LED) display technologies, exploring potential new business opportunities
relating to the Company's proprietary fiber optic and LED display technologies,
continuing to seek additional sources of capital for operations, and finalizing
the disposition of the theater operations.

     Effective February 28, 2005, the Company entered into a definitive
Technology License Agreement with the Company's Executive Vice President of
Sales and Marketing and a member of the Company's Board of Directors, John
Temple ("Employee") and certain entities controlled by him irrevocably granting
the Company an exclusive worldwide, perpetual and irrevocable license for all of
their prior inventions, trade secrets and intellectual property of, concerning,
or related to the technology known as the "PMV" and the "UltraNet" Light
Emitting Diode (LED) display technologies, including but not limited to all
patents, patent applications, trademarks, copyrights, know how and any other
confidential or proprietary information (the "Licensed Technology"). As
compensation, the Company agreed to pay a royalty equal to four percent (4%) of
the gross revenues received for sales of products utilizing the Licensed
Technology, except that the Company shall have the right to set off against any
payment of the Royalty any funds expended by the Company in development,
engineering, legal, marketing and other costs of the products and/or
technologies from which the Royalty is derived prior to being obligated to pay
any Royalty to Employee.

     On December 1, 2004, the Company had entered into an Executive Employment
Agreement with Mr. Temple, appointing him as Executive Vice President of Sales
and Marketing for a three year term and thereafter on a month to month basis,
subject to a probationary period through February 28, 2005, and providing that
Mr. Temple would cause all pending or future business previously conducted by
him to inure to the benefit of the Company . Effective February 28, 2005 Mr.
Temple successfully completed the probationary period. Mr. Temple had previously
provided technical services, marketing services, business consulting services
and sales of large screen electronic displays for and to various clients
worldwide. Mr. Temple's employment permitted the Company to expand the principal
business of the Company to include the sales and marketing of a variety of large
screen display technologies including, plasma, LCD, projection, fiber optic and
LED for out of home advertising and large screen display signage applications.

                                       6
<PAGE>

     During the period ended March 31, 2005, the Company sold some large screen
display products to customers and realized modest revenues from such sales.
During this period, the Company continued its sales and marketing efforts for
its proprietary fiber optic and LED technologies. As a result of these promising
efforts, after March 31, 2005, the Company raised additional capital for
operations and for the cost of building prototypes of its proprietary fiber
optic and LED large screen display technologies to facilitate future sales and
marketing demonstration purposes.

     There can be no assurance that the Company will be successful in generating
enough revenue from sales to sustain the Company's operating expenses or, in the
absence of such revenue, raising additional capital to fund operating losses,
finding and successfully exploiting new business opportunities or marketing its
proprietary fiber optic and LED technologies. If the Company is not successful
in these endeavors, it may be forced to 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 such a liquidation.


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

     For the fiscal quarter and nine months ended March 31, 2005, the Company
reported net losses of ($127,757) and ($340,500), respectively, as compared to
net losses of ($238,298) and ($623,580) for the same periods in 2004. The
decrease in net loss for the quarter and nine months ended March, 2005 from 2004
is primarily due to (1) a decrease in general and administrative expenses of
approximately $30,000 and $46,000, respectively, primarily attributable to a
decrease in staff on account of the disposition of the theater assets partially
offset by higher management salaries from the employment of Mr. Temple; (2)
losses from the discontinued theater operations of approximately $83,900 and
$124,400 for the quarter and nine months ended March 31, 2004, respectively;
and, (3)for the nine month period, a decrease in interest expense of
approximately $111,000 resulting from the conversion of the Company's
outstanding debt.

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

     The Company reported revenues of $12,448 and $25,890 for the quarter and
nine months ended March 31, 2005 from the sale of screen systems resulting from
the employment of Mr. Temple, the Company's new Executive Vice President of
Sales and Marketing, in December 2004. Cost of sales of $11,216 and $23,588
resulted in gross profit of $1,232 and $2,302 for the same periods,
respectively. The Company had no screen system revenues in the nine months ended
March 31, 2004.

     The Company reported general and administrative expenses of $124,721 and
$337,100 for the quarter and nine months ended March 31, 2005, compared to
$154,759 and $382,945 for the same periods in 2004. The decrease of
approximately $46,000 for the nine month period is primarily due to (1) reduced
salaries and related benefits resulting from a decrease in staff following the
disposition of the theater businesses, partially offset by Mr. Temple's salary;
and (2) reduced legal and accounting fees resulting from more complex reporting
for the periods in 2004 due to the inclusion of the theater operations.

     Interest expense decreased from $116,685 for the nine month period ended
March 31, 2004 to $5,781 for the same period in 2004 primarily due to the
conversion of the Company's outstanding debt to shares of preferred stock during
the nine months ended March 31, 2004. The interest reported for the quarter and
nine months ended March 31, 2005 relates to new loans received in the six months
ended March 31, 2005 totaling $185,000.

                                       7
<PAGE>

     During the quarter and nine-month periods ended March 31, 2004, the Company
reported losses from the discontinued theater operations of $83,913 and
$124,407, respectively.

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

     Since inception, the Company has been totally dependent on financing from
outside sources to fund operations. At March 31, 2005, the Company reported
negative net worth of $452,473 and negative working capital of $458,740. The
Company continues to require additional capital for administrative expenses and
business development efforts. Management believes it has sufficient working
capital to fund the Company's operations through the fourth quarter of the
current fiscal year. Management also believes, however, that the Company's
continued existence beyond that time is dependent upon its ability to: (1)
successfully raise new permanent capital; (2) secure interim funding from
outside sources; and (3) achieve and maintain positive cash flow and profitable
operations. There can be no assurance that the Company will be able to raise the
necessary capital, secure interim 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's management
believes that cash flow from operations, assuming that equity or other long-term
capital is obtained, together with any funds that may become available under
short-term debt financing arrangements, should be adequate to meet the Company's
obligations and commitments, and would then 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, however, it may be required to
reduce or cease its operations or even liquidate entirely.

     During the nine months ended March 31, 2005, the Company received $75,000
from subscriptions for Series D Preferred Stock. Cash flows from financing
activities for the nine months ended March 31, 2005 consisted of the issuance of
10% revolving, convertible, redeemable promissory notes to shareholders totaling
$185,000. These cash flows have been used for general operating expenses.
Subsequent to March 31, 2005, the Company issued revolving convertible,
redeemable promissory notes totaling $215,000 to two shareholders.

     Cash flows from financing activities for the nine months ended March 31,
2004 consisted of the issuance of 10% demand notes to shareholders totaling
$160,000, and $600,000 in proceeds from the sale of equity in connection with
the Company's reorganization. Substantially all of these funds were used for
four months of theater operating expenses, professional fees, and for general
corporate administrative expense.

     At March 31, 2005, the Company reported current assets of $151,289 and a
working capital deficit. Current liabilities exceeded current assets by
$458,740. At March 31, 2005, current liabilities consisted of: 1) notes to
shareholders with accrued interest of $190,781; 2) customer deposits totaling
$130,223; and, 3) trade payables and accrued expenses of $242,254 and $46,771,
respectively, that were incurred primarily for business development and
operating costs. Management intends to negotiate settlement on approximately
$54,000 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 continues to dispute approximately $91,000 in
engineering fees claimed by the contractor.

                                       8
<PAGE>

     There can be no assurance that the Company will be successful in raising
short-term debt or permanent capital or producing revenue from operations. If
the Company fails to do so, it will be forced to discontinue operations and
liquidate its assets. It is extremely unlikely that there would be any funds or
property available for distribution to shareholders in a liquidation.

                           Forward Looking Statements
                           --------------------------

     Certain statements contained herein constitute "forward looking
statements". Such forward looking statements include, without limitation,
statements regarding the Company's anticipated marketing and production, need
for working capital, future revenues and results of operations. Factors that
could cause actual results to differ materially include, among others, the
following: future economic conditions, the ability of the Company to obtain
sufficient capital or 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, 2004 or other
subsequent reports filed with the Securities and Exchange Commission.










                                        9
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES
-------------------------------

Disclosure Controls and Procedures

     At the end of the period reported on in 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 all material respects, with respect to the recording, processing,
summarizing and reporting, within the time periods specified in the SEC's rules
and forms, of information required to be disclosed by the Company in the reports
the Company files or submits under the Exchange Act.

Internal Controls

     There were no significant changes made in the Company's internal controls
during the quarter ended March 31, 2005, or in other factors that could
significantly affect these controls subsequent to the date of the evaluation
described above.

















                                       10
<PAGE>

                           PART II. OTHER INFORMATION

Item 2. CHANGE IN SECURITIES AND USE OF PROCEEDS
------------------------------------------------

     During the quarter, the Company issued 1,500,000 shares of its Series D
Preferred Stock to an executive officer, Mr. John W. Temple, which are subject
to vesting.

     The offer and sale of the Series D Preferred Stock, and the underlying
shares of Common Stock into which the Series D are convertible, were exempt from
registration under the Act as private offerings to "accredited investors" under
Sections 4(2) and 4(6) of the Act and Rules 505 and 506 of Regulation D
thereunder.


Item 6. EXHIBITS
----------------

     (a) Exhibits
         --------

         Exhibit No.   Description
         -----------   -----------

             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








                                       11
<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: May 16, 2005                         /s/ Matthew W. Shankle
                                           -------------------------------------
                                           Matthew W. Shankle
                                           President, Chief Executive and
                                           Financial Officer












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