8-K

 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                   FORM 8-K

                                Current Report
                      Pursuant to Section 13 or 15(d) of
                          The Securities Act of 1934



       Date of Report (Date of earliest event reported): October 8, 1998



                         ADDVANTAGE MEDIA GROUP, INC.
            (Exact name of Registrant as specified in its charter)



           Oklahoma                    1-10799                    73-1351610
           --------                    -------                    ----------
        (State or other           (Commission File             (I.R.S. Employer
        jurisdiction of                Number)                Identification No.
        incorporation)


                            5100 East Skelly Drive
                          Meridian Tower, Suite 1080
                            Tulsa, Oklahoma  74135
          (Address of principal executive offices including zip code)

                                (918) 665-8414
             (Registrant's telephone number, including area code)

 
ITEM 5.   OTHER EVENTS

     Reference is made to the press release issued October 8, 1998, filed
herewith as Exhibit 99.1 and incorporated by reference herein, announcing the
approval by the shareholders of ADDvantage Media Group, Inc. (the "Company") of
a proposal to amend the Company's Certificate of Incorporation to effect a one-
for-four reverse split of its outstanding shares of common stock (the "Reverse
Split") and that the Reverse Split become effective as of the close of business
on Thursday, October 8, 1998.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  EXHIBITS. The following exhibits are filed herewith:

          99.1      Press release dated October 8, 1998.
 

 
                                  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 MEDIA GROUP, INC.



Dated: October 12, 1998                 By: /s/ Gary W. Young
                                           -----------------------------------
                                           Gary W. Young, Executive Vice
                                           President--Finance and Administration


                                      -2-

EX-99.1

 
                                                                    EXHIBIT 99.1
PRESS RELEASE: FOR IMMEDIATE RELEASE
For further information:
Company Contact:                        Financial Relations Contact:
Charles H. Hood                         Terence F. Leong
Gary W. Young                           (212) 343-9013
(918) 665-8414

         ADDVANTAGE MEDIA SHAREHOLDERS APPROVE REVERSE SPLIT OF STOCK
                                        
     TULSA, OKLAHOMA, OCTOBER 8, 1998...ADDVANTAGE MEDIA GROUP, INC.
(NASDAQ:ADDM), announced today that its shareholders approved a proposal to
amend the Company's certificate of incorporation to effect a one for four
reverse stock split.  The amendment will become effective at the close of
business on Thursday, October 8,1998.  The trading of the shares on the Nasdaq
Small Cap market should reflect the effect of the reverse split when trading
opens on Friday, October 9, 1998.

     As a result of the reverse stock split, the total number of issued and
outstanding shares of the Company will be reduced from approximately 5,907,000
to 1,476,750.  The number of shares held by each shareholder will be reduced to
an amount equal to 25% of the number owned prior to the effectiveness of the
reverse split.  Holders otherwise entitled to fractional shares will be rounded
up if they would have been entitled to one-half or more of a share, and they
will be rounded down if they would have been entitled to less than one-half
share.  The number of shares subject to outstanding options and warrants will be
reduced accordingly.

     The purpose for the reverse split is to cause the bid for the Company's
common stock to be no less than $1.00 per share.  Since the announcement of the
termination of the Company's contract with Wal-Mart Stores, Inc., the Company's
stock has been trading at less than $1.00 per share.  Under the rules of the
Nasdaq SmallCap Market, the continued listing of a company's shares on that
market requires, among other things, a minimum bid price of $1.00 per share.

     Charles C. Hood, President of ADDvantage Media Group, Inc., stated, "Since
our announcement in May of the termination of our Wal-Mart contract, our shares
have been trading in the approximate range of $.35 to $.75 per share.  We
anticipate that as a result of this reverse stock split, the minimum bid for our
shares will be greater than the minimum of $1.00 per share, thereby allowing the
continued listing of the shares on the Nasdaq SmallCap Market."

     ADDVANTAGE MEDIA GROUP, INC. is a marketing company with a primary focus on
in-store, point-of-sale consumer advertising.  The Company has a unique,
proprietary product, the SHOPPERS CALCULATOR(R), a solar-powered calculator that
attaches directly to the handle of a shopping cart.  The calculator also carries
an advertising display area.

     Statements regarding the anticipated market price of the shares of
ADDvantage Media Group, Inc., the continued listing of those shares on the
Nasdaq SmallCap Market and related matters are forward-looking statements which
are subject to a number of uncertainties, risks and other cautionary statements,
including those contained in the Company's quarterly report on Form 10-QSB for
the quarter ended June 30, 1998 filed with the Securities and Exchange
Commission.