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, 1999

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

           For the transition period from ____________ to ____________

                         Commission file number: 0-15224

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

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


         7334 South Alton Way, Building 14, Suite F, Englewood, CO 80112
         ---------------------------------------------------------------
              (Address of principle executive offices) (Zip Code)


                                 (303) 267-0111
                                 --------------
                (Issuer's telephone number, including area code)



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

                        YES  X                    NO_____


As of November 10, 1999,  23,774,275 shares of Common Stock, $.001 par value per
share were outstanding.

           Transitional Small Business Disclosure Format (check one):

                        YES_____                  NO  X
<PAGE>

                       ADVANCE DISPLAY TECHNOLOGIES, INC.


                                      INDEX

                                                                            Page
                                                                            ----

                          PART I. FINANCIAL INFORMATION


Item 1.  Balance Sheets (unaudited) -
           September 30, 1999 and June 30, 1999...........................    3

         Statements of Operations (unaudited) -
           Three months ended September 30, 1999 and 1998 and for the
           period from March 15, 1995, inception, to September 30, 1999...    4

         Statements of Cash Flows (unaudited) -
           Three months ended September 30, 1999 and 1998 and for the
           period from March 15, 1995, inception, to September 30, 1999...    5

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

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


                           PART II. OTHER INFORMATION

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

Item 2.  Changes in Securities............................................    9

Item 3.  Defaults on Senior Securities....................................    9

Item 4.  Submission of Matters to a Vote of
           Security Holders...............................................    9

Item 5.  Other Information................................................    9

Item 6.  Exhibits and Reports on Form 8-K.................................    9

           Signatures.....................................................   10


                                       2

<PAGE>
<TABLE>
<CAPTION>


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

                                 BALANCE SHEETS
                                   (Unaudited)

                                                       September 30,     June 30,
                                                           1999            1999
                                                        -----------    -----------

                                     ASSETS
                                     ------

CURRENT ASSETS:
<S>                                                     <C>            <C>
   Cash                                                 $     8,203    $    80,352
   Other current assets                                       8,964          4,311
                                                        -----------    -----------
      Total current assets                                   17,167         84,663

PROPERTY AND EQUIPMENT                                      137,932        135,624
   Less:  Accumulated depreciation                          (92,520)       (83,747)
                                                        -----------    -----------
      Net Property and Equipment                             45,412         51,877
                                                        -----------    -----------

      TOTAL ASSETS                                      $    62,579    $   136,540
                                                        ===========    ===========


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

CURRENT LIABILITIES:
   Accounts payable                                     $   333,000    $   340,775
   Other accrued liabilities                                303,269        265,346
                                                        -----------    -----------
      Total current liabilities                             636,269        606,121

CONVERTIBLE, REDEEMABLE NOTES PAYABLE TO SHAREHOLDERS     1,673,967      1,573,967

SHAREHOLDERS' DEFICIT:
   Preferred stock, $.001 par value, 100,000,000
     shares authorized, 1,843,900 shares issued
     and outstanding (liquidation preference of
     $ 2,765,850)                                             1,844          1,844
   Common stock, $.001 par value, 100,000,000
     shares authorized, 23,774,275 and
     23,774,275 shares issued and outstanding,
     respectively                                            23,775         23,775
   Additional paid-in capital                             4,338,814      4,229,130
   Deficit accumulated during the development
     stage                                               (6,612,090)    (6,298,297)
                                                        -----------    -----------
      Total Shareholders' Deficit                        (2,247,657)    (2,043,548)
                                                        -----------    -----------

      TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT       $    62,579    $   136,540
                                                        ===========    ===========


           (See accompanying notes to unaudited financial statements)

                                       3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)



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


                                          1999             1998          1999
                                      ------------    -------------  ------------

<S>                                   <C>             <C>            <C>
CONSULTING REVENUE                    $       --      $       --     $     30,200


OTHER INCOME:

  Related party interest income               --              --          162,761

  Other interest income                        286             323          3,877

  Settlement income                           --           175,000        175,000

  Other                                       --               550            550
                                      ------------    ------------   ------------
     Total revenue and other income            286         175,873        372,388



COSTS AND EXPENSES:

 General and administrative                123,661         107,257      1,836,028

 Research and development                   39,238          37,441      3,111,384

 Impairment of intangible assets                                          451,492

 Interest expense - related party          151,180          26,189      1,585,574
                                      ------------    ------------   ------------

     Total costs and expenses              314,079         170,887     (6,984,478)
                                      ------------    ------------   ------------




NET INCOME (LOSS)                     $   (313,793)   $      4,986   $ (6,612,090)
                                      ============    ============   ============


NET INCOME (LOSS) PER COMMON SHARE
  (BASIC AND DILUTED)                 $       (.01)  $       --
                                      ============   =============


WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                    23,774,275      24,555,128
                                      ============   =============


           (See accompanying notes to unaudited financial statements)

                                       4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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

                                   STATEMENTS OF CASH FLOWS
                                          (Unaudited)

                                                                                March 15, 1995
                                                                                  (Inception)
                                                        Three Months Ended          Through
                                                           September 30,         September 30,
                                                        1999           1998           1999
                                                    -----------    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                 <C>            <C>            <C>
  Net Income (Loss)                                 $  (313,793)   $     4,986    $(6,612,090)
 Adjustments to reconcile net income (loss)
  to net cash used in operating activities:
   Acquired research and development expense               --             --        2,536,494
   Impairment of intangible asset                          --             --          451,492
   Depreciation and amortization                          8,773         11,871        224,520
   Stock option compensation expense                       --             --          214,125
   Interest expense related to debt discount            109,685           --        1,123,618
   Loss on disposal of assets                              --             --            2,200
 (Increase) decrease in:
   Inventory                                               --             --            6,048
   Other current assets                                  (4,653)        (4,879)      (140,449)
 (Decrease) increase in:
   Accrued interest payable to members                   41,494         26,189        427,506
   Accounts payable                                      (7,775)      (130,322)      (112,850)
   Other accrued liabilities                             (3,572)        21,333        (39,580)
                                                    -----------    -----------    -----------
     Net cash used in operating activities             (169,841)       (70,822)    (1,918,966)
                                                    -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment                    (2,308)          (786)      (101,022)
  Proceeds from sale of assets                             --             --           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               (2,308)          (786)      (938,105)
                                                    -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Capital contributions                                    --             --          103,127
  Proceeds from convertible, redeemable notes
     payable to shareholders                            100,000         50,000      2,462,642
  Proceeds from line-of-credit                             --             --          299,505
                                                    -----------    -----------    -----------
     Net Cash provided by
       financing activities                             100,000         50,000      2,865,274
                                                    -----------    -----------    -----------

Increase (decrease) in cash                             (72,149)       (21,608)         8,203
Cash & cash equivalents
  at beginning of period                                 80,352         77,464           --
                                                    -----------    -----------    -----------
Cash and cash equivalents at end
  of period                                         $     8,203    $    55,856    $     8,203
                                                    ===========    ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for:
   Interest                                         $      --      $      --      $    26,570
                                                    ===========    ===========    ===========
   Taxes                                            $      --      $      --      $      --
                                                    ===========    ===========    ===========
Issuance of common Stock for acquisition
  of Display Group, LLC and Display
  Optics, Ltd. and conversion of
  Convertible debt                                  $      --      $      --      $ 2,199,026
                                                    ===========    ===========    ===========
Conversion of notes payable to stockholders
  to common stock                                   $      --      $      --      $   550,000
                                                    ===========    ===========    ===========

                  (See accompanying notes to unaudited financial statements)

                                              5
</TABLE>
<PAGE>


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

Note 1.

     The accompanying  unaudited interim financial statements have been prepared
in accordance  with the  instructions  to Form 10-QSB and do not include all the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been  included.  The  results of  operations  for any interim
period are not  necessarily  indicative  of results for the entire  fiscal year.
These statements should be read in conjunction with the financial statements and
related notes  included in Form 10-KSB for Advance  Display  Technologies,  Inc.
("ADTI" or the "Company")for the year ended June 30, 1999, as the notes to these
interim  financial  statements  omit certain  information  required for complete
financial statements.


Note 2.

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

     Subsequent  to the fiscal  quarter ended  September  30, 1999,  the Company
issued  additional  convertible,  redeemable  promissory  notes in the aggregate
amount of $240,000  due and payable  October  15,  2000 and  convertible  at the
option of the noteholder,  into shares of the Company's Common Stock at the rate
of $.05  per  share.  These  notes  were  issued  with  substantially  the  same
additional terms and conditions as the Company's other  convertible,  redeemable
promissory notes previously outstanding.





                                       6
<PAGE>


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

                Special Note Regarding Forward Looking Statements

     Certain statements contained herein constitute "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward looking statements  include,  without limitation,  statements  regarding
Advance  Display  Technologies,  Inc.'s  ("ADTI" or the  "Company")  anticipated
marketing and production,  need for working capital, future revenues and results
of  operations.  Factors  that could cause actual  results to differ  materially
include, among others, the following: future economic conditions, the ability of
the Company to obtain  sufficient  capital,  to further  develop and improve the
manufacturing process for its product, to manufacture its product at a cost that
would result in profitable  sales,  to sell a sufficient  number of screens at a
sufficient price to result in positive operating margins,  to attract and retain
qualified management and other personnel,  and generally to successfully execute
a business plan that will take the Company from a development  stage entity to a
profitable  operating company.  Many of these factors are outside the control of
the  Company.  Investors  are  cautioned  not to put undue  reliance  on forward
looking statements.  Except as otherwise required by rules of the Securities and
Exchange  Commission,  the Company  disclaims any intent or obligation to update
publicly  these  forward  looking  statements,   whether  as  a  result  of  new
information, future events or otherwise.

     Statements in this Report are  qualified in their  entirety by reference to
contracts,  agreements,  and  other  exhibits  filed  or  incorporated  with the
Company's Form 10-KSB for the fiscal year ended June 30, 1999.


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

     In the past, the Company conducted research and development  activities for
full color image projection  applications  primarily for the large video display
screen  market.  Due to varius  factors,  the Company has not yet  achieved  the
desired results in the development of the screen and projection system for these
applications.  Accordingly,  the Company has explored alternate image projection
and  manufacturing  technologies  which,  in the future,  may achieve  desirable
results for certain applications of the Screen  technologies.  As of the date of
this report,  the Company remains in a development  stage as it has not received
significant revenues from operations.

     During the quarter  ended  September  30,  1999,  the Company  directed its
efforts toward  alternative  applications  and markets which may utilize various
image   projection   system   technologies   in  conjunction   with  its  Screen
technologies.  The Company  completed a first  generation  prototype  for use in
technology   demonstrations  and  preliminary  testing  programs  with  positive
results.  A second  generation  prototype  will be completed for more  extensive
demonstrations and testing during the current fiscal year.

     For the fiscal quarter ended  September 30, 1999, the Company  reported net
loss of $313,793  compared to net income of $4,986 for the fiscal  quarter ended
September 30, 1998.  The  difference in net loss and net income for the quarters
presented is primarily due to: 1) other income of $175,000  received  during the
quarter ended September 30, 1998 in settlement of previously pending litigation,
2) an increase to general and  administrative  expenses of approximately  15% in
1999 from 1998,  and 3) an increase  in interest  expense for the quarter  ended
September  30, 1999 from the quarter ended  September 30, 1998 of  approximately
$124,991.

     The Company reported total revenue and other income of $286 for the quarter
ended  September  30,  1999 which  consisted  entirely of  interest  income.  In
comparison,  the Company reported total revenue and other income of $175,873 for
the fiscal quarter ended  September 30, 1998 which  consisted of settlement fees
from prior  litigation of $175,000,  interest income of $323 and other income of
$550. There were no sales of the Company's  products to report for either fiscal
quarter.

     The Company reported G&A expenses of $123,661 and $107,257 for the quarters
ended  September  30, 1999 and 1998,  respectively.  Depreciation  decreased  by
approximately  $2,400  in 1999  from  1998 due to  certain  assets  being  fully
depreciated. Legal and other professional fees increased approximately $3,000 in

                                       7
<PAGE>


1999 from 1998  primarily  due to an increase in  consulting  fees in connection
with the Company's investigation of alternative applications and markets for its
display screen systems. Due to these same efforts,  travel expenses increased by
approximately  $19,300 for the quarter  ended  September  30, 1999 from the same
period of the prior fiscal year.  The Company also reduced its workforce in 1999
from 1998 by one individual and hired a former contract employee  resulting in a
net decrease in contract  services,  salaries and employee  related  expenses of
approximately $19,900.

     On June 1, 1999, the Company moved its offices to a facility  approximately
one third the size of its  previous  facility  resulting  in a decrease  in rent
expense of  approximately  $6,000 for the quarter ended  September 30, 1999 from
the quarter  ended  September  30, 1998.  In addition,  during the quarter ended
September  30, 1998,  the Company  negotiated a $20,300  reduction in legal fees
previously  recorded in connection with the settlement of prior litigation.  G&A
expenses  for  the  fiscal  quarter  ended  September  30,  1999  included:   1)
depreciation of approximately $8,300; 2) general office expense of approximately
$22,500;  3) employee salaries and expenses of approximately  $41,300; 4) travel
related  expenses  of  approximately   19,900;   and  5)  professional  fees  of
approximately $31,700 (including legal fees incurred for patent work and general
corporate  matters,  and,  accounting  fees in connection  with the audit of the
Company's financial statements for the fiscal year ended June 30, 1999).

     The Company reported  research and development  ("R&D") expenses of $39,238
and $37,441 for the quarters ended September 30, 1999 and 1998, respectively.

     Interest  expense  increased  from  $26,189  for the fiscal  quarter  ended
September  30, 1998 to $151,180 for the quarter ended  September 30, 1999.  This
increase  is due to: 1) $15,306  increase  due to an  increase in long term debt
outstanding; and, 2) $109,685 which related to immediately convertible debt that
was issued at a conversion  price below the quoted price of the Company's common
stock.  However,  the Company  believes that the  conversion  price more closely
reflected  the actual fair market  value of the  Company's  common  stock on the
dates of issuance.


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

     The Company has been totally dependent on financing from outside sources to
fund  operations  for more than five years.  At September 30, 1999,  the Company
reported  negative  net worth of  $2,247,657  and  negative  working  capital of
$619,102.  The  Company  will  require  additional  capital  for  administrative
expenses,  continued  development  of the  display  system,  further  design and
development  of  an  automated   manufacturing   process  and  marketing  costs.
Management believes that the Company's continued existence is dependent upon its
ability  to:  1)  develop  or  acquire  an  adequately  bright  projector  at an
acceptable  cost, or other light source;  2) complete the design and development
of an automated  manufacturing  process;  3) successfully market the product; 4)
obtain additional sources of funding through outside sources; and 5) achieve and
maintain profitable operations.  There can be no assurance that the Company will
be able to  achieve  its  research  and  development  goals,  obtain  sufficient
additional  capital or  manufacture or sell its products on terms and conditions
satisfactory to the Company.

     Cash flows from financing activities for the fiscal quarter ended September
30, 1999  consisted  entirely of the  issuance  of 10%  convertible,  redeemable
promissory notes to shareholders totaling $100,000.  These notes are due October
15, 2000 and are  convertible,  at the option of the noteholder,  into shares of
the Company's  Common Stock at a conversion rate of $.05 per share.  These notes
are unsecured.  The Company has the right to call these notes after one year and
the  noteholders  have 30 days in which to convert if these  notes are called by
the  Company.  The  Company  may  elect to pay  interest  on any of these  notes
converted in cash or by issuance of additional  shares of the  Company's  Common
Stock. Cash flows for the quarter ended September 30, 1999 were used for ongoing
product and  manufacturing  process  development,  alternative  market analysis,
operating expenses and investment in capital equipment.

                                       8
<PAGE>


     Subsequent to the quarter  ended  September  30, 1999,  the Company  issued
additional  convertible,  redeemable promissory notes in the aggregate amount of
$240,000  under the same terms and  conditions  as the  convertible,  redeemable
promissory notes issued during the quarter.

     During the fiscal quarter ended September 30, 1998, the Company  received a
payment of $175,000 in  settlement of previously  outstanding  litigation  which
reduced cash used in  operations.  Similar to the current year,  cash flows from
financing  activities for the fiscal quarter ended September 30, 1998, consisted
entirely of proceeds from the issuance of a convertible,  redeemable  promissory
note in the  amount  of  $50,000,  due and  payable  October  15,  2000 and with
substantially  the same terms as the  Company's  other  convertible,  redeemable
promissory  notes then  outstanding.  Proceeds from the settlement and financing
activities  received  during the fiscal  quarter  ended  September 30, 1998 were
primarily used for ongoing research and development and operating expenses.

     ADTI  reported a working  capital  deficit  position at September 30, 1999.
Current liabilities exceeded current assets by $619,102.  At September 30, 1999,
current liabilities consisted of trade payables and accrued expenses of $636,269
for costs of a previous exchange transaction,  operating costs, various payables
and accruals from prior years.

     Pending a favorable outcome of the second phase prototype project described
above, the Company will recommence  efforts on further design and development of
the fiber optic  screen and related  manufacturing  process.  In  addition,  the
Company will continue  efforts on raising  additional  capital  through  private
placements or other sources.  There can be no assurances that management will be
able  to  acquire  the  capital  needed  or be  successful  in  achieving  these
objectives.  If these efforts are not  successful,  the Company may be forced to
discontinue operations.

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

     There have been no changes in the Company's  assessments or plans regarding
the  impact of the year 2000  since the  Company  filed its Form  10-KSB for the
fiscal year ended June 30, 1999.


                           PART II. OTHER INFORMATION


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

None.


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

None.


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

None.


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

None.


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

None.


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

None.


                                       9
<PAGE>


                                   SIGNATURES


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


                                              ADVANCE DISPLAY TECHNOLOGIES, INC.
                                               (Registrant)



Date: November 10, 1999                                   /S/ Matthew W. Shankle
      -----------------                    -------------------------------------
                                                              Matthew W. Shankle
                                                                       President
                                         (Chief Executive and Financial Officer)



                                       10