UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

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

                    For the Quarter Ended September 30, 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 principal 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
                                   ---     ---


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                YES      NO X
                                   ---     ---


As of November 13, 2005, 25,618,177 shares of Common Stock, $.001 par value per
share were outstanding.

<PAGE>

                       ADVANCE DISPLAY TECHNOLOGIES, INC.

                                      INDEX

                                                                            Page

                          PART I. FINANCIAL INFORMATION

Item 1.  Balance Sheets (unaudited) -
             September 30, 2005 and June 30, 2005..............................1

         Statements of Operations (unaudited)
             Three months ended September 30, 2005 and 2004 and for the
             period from March 15, 1995, inception, to September 30, 2005......2

         Statements of Cash Flows (unaudited)
             Three months ended September 30, 2005 and 2004 and for the
             period from March 15, 1995, inception, to September 30, 2005......3

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

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

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


                          PART II. OTHER INFORMATION

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

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








                                        i
<PAGE>
<TABLE>
<CAPTION>

                                    ADVANCE DISPLAY TECHNOLOGIES, INC.
                                      (A Development Stage Company)
                                             BALANCE SHEETS
                                              (Unaudited)
                                                                                September 30,     June 30,
                                                                                    2005            2005
                                                                                ------------    ------------
                                                  ASSETS
                                                  ------
<S>                                                                             <C>             <C>
CURRENT ASSETS:
     Cash                                                                       $       --      $     41,602
     Trade accounts receivable                                                       137,117           3,474
     Vendor deposits                                                                  53,845          66,062
     Other current assets                                                             14,990           5,439
                                                                                ------------    ------------
         Total current assets                                                        205,952         116,577

PROPERTY AND EQUIPMENT, NET                                                           19,901          14,124
                                                                                ------------    ------------

         TOTAL ASSETS                                                           $    225,853    $    130,701
                                                                                ============    ============

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

CURRENT LIABILITIES:
     Accounts payable
         Trade                                                                  $    145,443    $     22,386
         Related party                                                               100,188          93,085
     Customer deposits                                                                13,333          24,196
     Revolving, convertible, redeemable promissory notes
       to related parties                                                            500,000         400,000
     Accrued interest to related parties                                              27,824          15,463
     Other accrued liabilities                                                        45,777          42,735
                                                                                ------------    ------------
         Total current liabilities                                                   832,565         597,865

LONG-TERM CAPITAL LEASE OBLIGATIONS:                                                   8,130           2,207
                                                                                ------------    ------------
         Total liabilities                                                           840,695         600,072

SHAREHOLDERS' DEFICIT:
     Preferred Series D stock, $.001 par value, 60,000,000 shares authorized,
         31,000,000 and 29,500,000 shares issued and
         outstanding, respectively (liquidation preference of $516,667)               31,000          29,500
     Preferred Series E stock, $.001 par value, 1,008,985 shares authorized,
         1,008,985 shares issued and outstanding (liquidation
         preference of $1,008,985)                                                     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
     Common stock, $.001 par value, 100,000,000 shares authorized,
         25,618,177 issued and outstanding                                            25,619          25,619
     Additional paid-in capital                                                   11,353,212      11,201,712
     Deferred compensation                                                          (281,675)       (232,247)
     Deficit accumulated during the development stage                            (11,748,556)    (11,499,513)
                                                                                ------------    ------------
         Total Shareholders' Deficit                                                (614,842)       (469,371)
                                                                                ------------    ------------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                                     $    225,853    $    130,701
                                                                                ============    ============


                        (See accompanying notes to unaudited financial statements)

                                                    1
<PAGE>

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

                                                                                      March 15, 1995
                                                            Three Months Ended     (Inception) Through
                                                               September 30,           September 30,
                                                           2005            2004            2005
                                                       ------------    ------------    ------------

                                                       $     28,573    $       --      $     80,792
CONSULTING REVENUE

OTHER INCOME:
    Related party interest income                              --              --           162,761
    Other interest income                                        59              35           8,854
    Settlement Income                                          --              --           377,062
    Other                                                      --              --               550
                                                       ------------    ------------    ------------
         Total revenue and other income                      28,632              35         630,019

COSTS AND EXPENSES:
    Cost of consulting revenue                               19,398            --            61,577
    General and administrative                               85,307          97,767       4,696,890
    Research and development                                 60,609            --         4,007,271
    Impairment of intangible assets                            --              --           451,492
    Interest expense - related party                        112,361            --         3,396,504
                                                       ------------    ------------    ------------
         Total costs and expenses                           277,675          97,767      12,613,734
                                                       ------------    ------------    ------------

LOSS BEFORE DISCONTINUED OPERATIONS AND
EXTRAORDINARY GAIN                                     $   (249,043)   $    (97,732)   $(11,983,715)

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

LOSS BEFORE EXTRAORDINARY GAIN                         $   (249,043)   $    (97,732)   $(12,077,341)

Extraordinary gain due to forgiveness of debt                  --              --           328,785
                                                       ------------    ------------    ------------

NET LOSS                                               $   (249,043)   $    (97,732)   $(11,748,556)

ACCRUED PREFERRED SERIES E DIVIDEND                         (12,612)        (12,612)        (92,488)
                                                       ------------    ------------    ------------

NET LOSS APPLICABLE TO COMMON SHAREHOLDERS             $   (261,655)   $   (110,344)   $(11,841,044)
                                                       ============    ============    ============


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

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING     25,618,177      25,618,177
                                                       ============    ============


                    (See accompanying notes to unaudited financial statements)

                                                 2
<PAGE>

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

                                     STATEMENTS OF CASH FLOWS
                                            (Unaudited)

                                                                                       March 15, 1995
                                                                                        (Inception)
                                                             Three Months Ended           Through
                                                                September 30,           September 30,
                                                            2005            2004            2005
                                                        ------------    ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net Income (Loss)                                    $   (249,043)   $    (97,732)   $(11,748,556)
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                                        --              --          (328,785)
   Acquired research and development expense                    --              --         2,536,494
   Impairment of intangible asset                               --              --           451,492
   Depreciation and amortization                               2,304           1,272         294,176
   Amortization of deferred merger costs                        --              --            75,000
   Stock and stock option compensation expense                 3,572            --           220,450
   Interest expense related to debt discount                 100,000            --         1,653,573
   Loss on disposal of property and equipment                   --              --             5,445
(Increase) decrease in:
   Trade accounts receivable                                (133,643)           --          (137,117)
   Inventory                                                    --              --             6,048
   Vendor deposits                                            12,217            --           (53,845)
   Other current assets                                       (9,551)        (15,417)        (71,475)
(Decrease) increase in:
   Accounts payable                                          130,160          23,512          34,940
   Accrued interest payable to shareholders                   12,361            --         1,669,979
   Customer deposits                                         (10,863)           --            13,333
   Other accrued liabilities                                   1,908          (1,060)       (134,223)
                                                        ------------    ------------    ------------
     Net cash used in operating activities                  (140,578)        (89,425)     (5,419,445)
                                                        ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Purchases of property and equipment                          (181)           --          (133,809)
   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                      (181)           --          (970,892)
                                                        ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Capital contributions                                        --              --           703,127
   Proceeds from notes payable to shareholders               100,000            --         5,389,754
   Proceeds from line-of-credit                                 --              --           299,505
   Principal payments on leased equipment                       (843)           --            (2,049)
                                                        ------------    ------------    ------------
     Net cash provided by financing activities                99,157            --         6,390,337
                                                        ------------    ------------    ------------

INCREASE (DECREASE) IN CASH                                  (41,602)        (89,425)           --
CASH AND CASH EQUIVALENTS, Beginning of Period                41,602          99,813            --
                                                        ------------    ------------    ------------
CASH AND CASH EQUIVALENTS, End of Period                $       --      $     10,388    $       --
                                                        ============    ============    ============


                    (See accompanying notes to unaudited financial statements)

                                                 3
<PAGE>



                                                                                             March 15, 1995
                                                                      Three Months Ended       (Inception)
                                                                         September 30,           Through
                                                                  --------------------------  September 30,
                                                                      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 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
                                                                  ============   ===========   ===========
   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)  $  (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   $    75,000
                                                                  ============   ===========   ===========
   Equipment acquired under capital lease                         $      7,900   $      --     $    14,603
                                                                  ============   ===========   ===========
   Issuance of  shares of Preferred Series D stock for
    deferred compensation                                         $     53,000   $      --     $   288,000
                                                                  ============   ===========   ===========






                       (See accompanying notes to unaudited financial statements)

                                                    4
</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, 2005 as the
notes to these interim financial statements omit certain information required
for complete financial statements.

Note 2.

     Subsequent to the quarter ended September 30, 2005, the Company issued two
10% revolving, convertible, redeemable promissory notes: one in the amount of
$120,000 to a director and one in the amount of $80,000 to a shareholder. The
Notes are unsecured, due on demand and are convertible into shares of the
Company's Series D Convertible Preferred Stock at $.0167 per share. The Series D
is convertible into the Company's Common Stock at the same price per share.








                                        5
<PAGE>

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

                Special Note Regarding Forward Looking Statements

     Certain statements contained herein constitute "forward looking
statements". 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
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, 2005.

General
-------

     The Opinion Letter from an Independent Registered Public Accounting firm
included in the Financial Statement Exhibits to the Company's Annual Report on
Form 10-KSB for the fiscal year ended June 30, 2005 includes a qualification
regarding the Company's ability to continue as a going concern because the
Company is in the development stage, it has not yet commenced significant
operations from its business and has not yet realized significant revenues from
operations and it is dependent on the continuation of outside funding which is
not certain. Since inception, the Company has devoted most of its efforts toward
raising capital and research and development efforts.

     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 fiscal quarter ended September 30, 2005, the Company's efforts
were primarily directed toward: (1) building prototypes for the Company's
proprietary fiber optic and LED technologies; (2) conducting sales and marketing
operations of various large screen display products offered by the Company; (3)
exploring potential new business opportunities relating to the Company's
proprietary fiber optic and LED display technologies; and, (4) continuing to
seek additional sources of capital for operations.

                                       6
<PAGE>

     Effective February 28, 2005, the Company entered into a definitive
Technology License Agreement with the Company's Executive Vice President of
Sales and Marketing, John Temple (the "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 (the "Royalty"), except that
the Company has the right to set off against any payment of the Royalty any
funds expended by 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. Royalty
payments are perpetual, without regard to Mr. Temple's employment with the
Company.

     On December 1, 2004, the Company 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
providing that Mr. Temple would cause all pending or future business previously
conducted by him to inure to the benefit of the Company. 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 could permit the Company to expand
the principal business of the Company to include consulting, 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.

     The Company's efforts have been primarily focused on proprietary product
development and the building of a sales organization aimed at positioning the
Company as the technical video solutions provider for the out-of-home
advertising industry. Management believes substantial market opportunity exists
for the Company through a combined effort of selling its proprietary fiber optic
and LED display products in conjunction with also selling the typical commodity
type display products such as LCD, plasma, projection and high resolution LED to
the out-of-home advertising markets.

     The Company's sales organization utilizes a consultative approach toward
creating and specifying the best video display solutions for its customers. The
Company's sales ability is further enhanced by the Company's ability to
exclusively offer its proprietary fiber optic and LED products to its customers
as well as any other display technology which best matches the customers display
application.

     During the fiscal quarter ended September 30, 2005, the Company acted as
consulting sales agent for the sale of some large screen display products to
customers and realized modest consulting revenues from such sales. During this
period, the Company continued its sales and marketing efforts for its

                                       7
<PAGE>

proprietary fiber optic and LED technologies. As a result of these and prior
similar efforts, 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
demonstrations.

     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 exploiting new business opportunities or marketing its proprietary
fiber optic and LED technologies. Moreover, even if the Company is able to
generate sales orders for its proprietary fiber optic and LED technologies,
there is no assurance that the Company would be able to raise sufficient capital
to enable it to build the products and fill such orders. 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 ended September 30, 2005, the Company reported net
losses of ($249,043), or ($.01) per share, compared to a net loss of ($97,732),
or ($.004) per share, for the fiscal quarter ended September 30, 2004. The
increase in net loss for the fiscal quarter ended September 30, 2005 from 2004
is primarily due to: (1) an increase in interest expense of approximately
$112,000; (2) cost of consulting revenues of approximately $19,000; and (3) an
increase in research and development costs of approximately $61,000; partially
off-set by: (a) consulting revenue of approximately $29,000 in 2005 versus none
in the prior year period; and (b) a decrease in general and administrative costs
of approximately $12,000.

     The Company reported consulting revenue of $28,573 for the fiscal quarter
ended September 30, 2005 in connection with the sale of $258,439 in screen
systems as a result of the employment of Mr. Temple. There was no such
consulting revenue reported for the fiscal quarter ended September 30, 2004. As
of the date of this report, the Company remains in a development stage, as it
has not received significant revenues from continuing operations. The Company
reported interest income of $59 and $35 for the fiscal quarters ended September
30, 2005 and 2004, respectively.

     The Company reported cost of consulting revenues of $19,398 for the fiscal
quarter ended September 30, 3005, consisting primarily of 60% of Mr. Temple's
employment related expenses. There were no cost of consulting revenues reported
for the fiscal quarter ended September 30, 2004. The Company reported G&A
expenses of $85,307 and $97,767 for the fiscal quarters ended September 30, 2005
and 2004, respectively. This decrease is primarily attributable to a decrease in
travel expense due to an intense focus on building the prototypes. Total
salaries and related expenses increased approximately $44,000 in 2005 from 2004
primarily as a result of the employment of Mr. Temple. However, approximately
$18,000 of these total costs were allocated to cost of consulting fees, and
approximately $27,000 of these total costs were allocated to research and
development costs associated with building several prototypes.

                                       8
<PAGE>

     During the fiscal quarter ended September 30, 2005, the Company issued
revolving, convertible, redeemable promissory notes totaling $100,000 to a
director and a shareholder. These notes are convertible into shares of the
Company's Preferred Series D stock at a conversion rate of $.0167, which are
further convertible to shares of the Company's Common Stock at the same rate.
The conversion rate of these notes is lower than the trading price of the
Company's Common Stock on the dates of issuance resulting in charges to interest
expense totaling $100,000 in the aggregate. While interest expense for the
quarter ended September 30, 2005 was approximately $112,000 higher than the same
period in the prior year, without the effect of the interest charges from the
issuance of the convertible notes, interest expense for the quarter only would
have increased by approximately $12,000 from the quarter ended September 30,
2004. This part of the increase was attributable to the conversion of the
Company's then outstanding debt in 2004 and new debt issued during the quarter
ended September 30, 2005.

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

     Since inception, the Company has been totally dependent on financing from
outside sources to fund operations. At September 30, 2005, the Company reported
negative net worth of $614,842 and negative working capital of $626,613 compared
to negative net worth of $469,371 and negative working capital of $481,288 at
September 30, 2004. The Company continues to require additional capital for
administrative expenses and business development efforts. Management believes
the current core investors will continue to fund the Company's operations on an
as needed basis through the second quarter of this fiscal year. Management
believes 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 successfully 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 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 the
scope of its operations or even liquidate entirely.

     Cash flows from financing activities for the fiscal quarter ended September
30, 2005 consisted of the issuance of 10% revolving, convertible, redeemable
promissory notes to shareholders totaling $100,000. These cash flows have been
used primarily for operating expenses, building the prototypes for the Company's
proprietary fiber optic and LED screen technologies, sales efforts and pursuing
further development of the Company's proprietary screen products.

                                       9
<PAGE>

     There were no cash flows from financing activities for the fiscal quarter
ended September 30, 2004.

     At September 30, 2005, the Company reported current assets of $205,952 and
a working capital deficit. Current liabilities exceeded current assets by
$626,613. At June 30, 2005, current liabilities consisted of: (1) notes to
shareholders with accrued interest of $527,824, (2) customer deposits of
$13,333, and (3) trade payables and accrued expenses totaling $291,408 which
were incurred primarily for business development and operating costs. Included
in vendor deposits is a 40% down payment on the LED prototype which is not yet
complete. The Company expects to pay an additional $63,504 to the vendor when
completed, most likely during the quarter ending December 31, 2005. During the
fiscal quarter ended September 30, 2005, the Company offered to issue 100,000
shares of Common Stock to a related party vendor in settlement of a claim for
approximately $91,000 in engineering fees which the Company had disputed on
account of certain inadequacies in product design and development work performed
by the vendor. On November 8, 2005, the vendor accepted the offer and executed a
Settlement Agreement and Release of Claims in connection therewith.

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


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 September 30, 2005, or in other factors that could
significantly affect these controls subsequent to the date of the evaluation
described above.





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<PAGE>

                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS
----------------

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

        10.1        Form of Revolving 10% Convertible, Redeemable Promissory
                    Note (incorporated by reference, Form 8-K dated January 11,
                    2005).

        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: November 14, 2005                       /s/ Matthew W. Shankle
                                              ----------------------------------
                                              Matthew W. Shankle
                                              President, Chief Executive and
                                              Financial Officer



















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