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) January 17, 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 Registrants Certifying Accountant.
On January 17, 2006, ADDvantage Technologies Group, Inc. (the "Company") and
the Chairman of the Audit Committee of the Company's Board of Directors were
advised by letter of the same date that Tullius Taylor Sartain & Sartain LLP
("Tullius"), the principal accountant engaged to audit the Companys financial
statements, would resign as the Companys independent registered public
accounting firm. The effective date of the resignation will be on completion
of Tullius review of the Companys Quarterly Report on Form 10-Q for the first
quarterly period ended December 31, 2005.
The reports of Tullius on the Companys 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 Companys two most recent fiscal years ended September 30, 2005, and
for the period from October 1, 2005, through the date of Tullius letter of
resignation, 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 Companys two most recent fiscal years ended September 30, 2005, and
for the period from October 1, 2005, through the date of Tullius letter of
resignation, 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 January 18, 2006, is filed as Exhibit 16.1 to this
Form 8-K.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
16.1 Letter from Tullius Taylor Sartain & Sartain to the Securities and
Exchange Commission, dated January 18, 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: January 19, 2006 By: /s/ Kenneth A. Chymiak
Kenneth A. Chymiak
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description
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16.1 Letter from Tullius Taylor Sartain & Sartain to the
Securities and Exchange Commission, dated
January 18, 2006.