UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 13, 2006
ADDVANTAGE TECHNOLOGIES GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Oklahoma
(State or Other Jurisdiction of Incorporation)
1-10799 73-1351610
(Commission File Number) (IRS Employer Identification No.)
1605 E. Iola, Broken Arrow, Oklahoma 74012
(Address of Principal Executive Offices) (Zip Code)
(918) 251-9121
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant.CURRENT REPORT PURSUANT
Effective February 13, 2006, the principal accountant engaged to audit the
financial statements of ADDvantage Technologies Group, Inc. (the "Company")
resigned as the Company's independent registered public accounting firm. The
Company previously reported in its Current Report on Form 8-K filed
January 19, 2006, that Tullius Taylor Sartain & Sartain LLP ("Tullius") would
resign as the Company's independent registered public accounting firm on
completion of Tullius' review of the Company's Quarterly Report on Form 10-Q
for the first quarterly period ended December 31, 2005 (the "Form 10-Q").
Tullius' resignation became effective when the Company filed the Form 10-Q on
February 13, 2006.
The reports of Tullius on the Company's consolidated financial statements for
each of the past two fiscal years did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified as to uncertainties, audit scope
or accounting principles.
The Audit Committee was informed of, but neither recommended nor approved, the
termination of the client-auditor relationship with Tullius.
During the Company's two most recent fiscal years ended September 30, 2005, and
for the period from October 1, 2005, through February 13, 2006, there were no
disagreements with Tullius on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Tullius, would have
caused them to make reference to the subject matter of their disagreement in
their reports on the Company's consolidated financial statements for such
periods.
During the Company's two most recent fiscal years ended September 30, 2005, and
for the period from October 1, 2005, through February 13, 2006, there were no
reportable events as defined by paragraph (a)(1)(v) of Item 304 of Regulation
S-K promulgated by the Securities and Exchange Commission.
The Company has provided Tullius with a copy of this Form 8-K and has asked
Tullius to furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether Tullius agrees with the statements made by
the Company and, if not, stating the respects in which it does not agree. A
copy of this letter, dated February 13, 2006, is filed as Exhibit 16.1 to this
Form 8-K.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is filed herewith:
16.1 Letter from Tullius Taylor Sartain & Sartain LLP to the
Securities and Exchange Commission, dated February 15, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ADDVANTAGE TECHNOLOGIES GROUP, INC.
Date: February 15, 2006 By: /s/ Kenneth A. Chymiak
------------------------------------
Kenneth A. Chymiak
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description
16.1 Letter from Tullius Taylor Sartain & Sartain LLP to the Securities and
Exchange Commission, dated February 15, 2006.