8-K

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) May 11, 2010

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.)
1221 E. Houston, Broken Arrow Oklahoma	74012
(Address of Principal Executive Offices)	(Zip Code)

(918) 251-9121

(Registrant's Telephone Number, Including Area Code)

(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 InstructionA.2. below):

□ Written Communication 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© under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operation and Financial Condition.

ADDvantage Technologies Group, Inc. (NASDAQ: AEY), today announced its financial results for the three month period ended March 31, 2010.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

As previously announced, the Company will host a conference call on Tuesday, May 11, 2010, at 12:00 p.m. Eastern Time featuring remarks by David Chymiak, Chairman of the Board, Ken Chymiak, President and Chief Executive Officer, and Scott Francis, Chief Financial Officer. The conference call will be available via webcast and can be accessed through the Investor Relations section of ADDvantage's website, www.addvantagetech.com. Please allow extra time prior to the call to visit the site and download any necessary software to listen to the Internet broadcast. The dial-in number for the conference call is (888) 668-1640 or (913) 905-3216 for internati onal participants.  All dial-in participants must use the following code to access the call: 7734984. Please call at least five minutes before the scheduled start time.

For interested individuals unable to join the conference call, a replay of the call will be available through May 25, 2010 at (888) 203-1112 (domestic) or (719) 457-0820 (international). Participants must use the following code to access the replay of the call: 7734984. The online archive of the webcast will be available on the Company's website for 30 days following the call.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished herewith:

Exhibit 99.1	Press Release dated May 11, 2010 issued by the Company.
		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:  May 11, 2010

By: /s/ Scott Francis

Scott Francis

Vice-President & Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Press Release dated May 11, 2010  issued by the Company.

EX-99.1

ADDvantage Technologies Group, Inc.

1221 E. Houston

Broken Arrow, Oklahoma 74012

For further information	KCSA Strategic Communications
Company Contact:	Garth Russell
Ken Chymiak       (9l8) 25l-9121	(212) 896-1250
Scott Francis        (9l8) 25l-9121	grussell@kcsa.com

ADDvantage Technologies Results for Second Quarter of Fiscal 2010

- - -

Total Revenue of $12.1 Million and Net Income of $0.11 per share

BROKEN ARROW, Oklahoma, May 11, 2010 – ADDvantage Technologies Group, Inc. (NASDAQ: AEY), today announced its results for the three and six month periods ended March 31, 2010.

Revenue for the three month period ended March 31, 2010 was $12.1 million compared to $10.1 million in the same period a year ago, an increase of 19%.  The overall increase was due primarily to a $1.6 million increase in sales of new and refurbished equipment consisting mostly of headend equipment needed by customers to add channels to their cable systems or upgrade their equipment in order to provide HD programming on their cable system.  However, the Company’s large and small MSO customers continued to delay significant plant expansions and bandwidth upgrades as part of their continued efforts to conserve cash and limit capital expenditures.  Refurbished equipment sales were also impacted by a $0.4 million increase in sales of converter boxes for the three months ended March 31, 2010 as compared to the same period last year.  Service revenue also increased to $1.4 million compared to $1.1 million for the same period last year, as the Company continued to promote and expand this line of business.

Net income attributable to common stockholders in the second quarter of fiscal 2010 was $1.1 million, or $0.11 per diluted share, as compared to $0.7 million, or $0.07 per diluted share, in the same period last year.

For the six months ended March 31, 2010, revenue decreased slightly to $22.3 million from $22.9 million, for the same period last year.

Net income attributable to common stockholders for the six month period was $1.9 million, or $0.19 per diluted share, as compared to $1.7 million, or $0.16 per diluted share, for the first six months of fiscal 2009.

Ken Chymiak, President and CEO, commented, “Our sales strengthened through the second quarter, and we look forward to increasing this momentum over the remainder of the fiscal year.  We are well positioned to benefit as our customers increase their capital expenditures as the economy improves.  The increase in equipment sales along with the cost reduction measures implemented over the past year resulted in an increase in net income attributable to common shareholders of $0.4 million to $1.1 million this quarter.  We have reduced inventory by $0.5 million since December 31, 2009, and by $1.7 million since September 30, 2009.  We also reported $3.5 million of cash and cash equivalents at March 31, 2010.”

“Our company became a master stocking distributor for the full range of Fujitsu Frontech North America, Inc. AVC encoders, decoders and accessories as well as a member of the Fujitsu global channel partner program servicing the United States.  This relationship with Fujitsu not only provides us with another supplier partner, but it also should enlarge our customer base as the Fujitsu products primarily are marketed to the broadcast industry,” concluded Mr. Chymiak.

Earnings Conference Call

As previously announced, the Company’s earnings conference call is scheduled for 12:00 p.m. Eastern Time on Tuesday, May 11, 2010. The conference call will be available via webcast and can be accessed through the Investor Relations section of ADDvantage's website, www.addvantagetech.com. Please allow extra time prior to the call to visit the site and download any necessary software to listen to the Internet broadcast. The dial-in number for the conference call is (888) 668-1640 or (913) 905-3216 for international participants.  All dial-in participants must use the following code to access the call: 7734984. Please call at least five minutes before the scheduled start time.

For interested individuals unable to join the conference call, a replay of the call will be available through May 25, 2010 at (888) 203-1112 (domestic) or (719) 457-0820 (international). Participants must use the following code to access the replay of the call: 7734984. The online archive of the webcast will be available on the Company's website for 30 days following the call.

About ADDvantage Technologies Group, Inc.

ADDvantage Technologies Group, Inc. supplies the cable television (CATV) industry with a comprehensive line of new and used system-critical network equipment and hardware from leading manufacturers, including Cisco, formerly Scientific-Atlanta, and Motorola, as well as operating a national network of technical repair centers.  The equipment and hardware ADDvantage distributes is used to acquire, distribute, and protect the broad range of communications signals carried on fiber optic, coaxial cable and wireless distribution systems, including television programming, high-speed data (Internet) and telephony.

ADDvantage operates through its subsidiaries, Tulsat, Tulsat-Atlanta, Tulsat-Nebraska, Tulsat-Texas, Tulsat-West, NCS Industries, ComTech Services and Broadband Remarketing International.  For more information, please visit the corporate web site at www.addvantagetech.com.

The information in this announcement may include forward-looking statements.  All statements, other than statements of historical facts, which address activities, events or developments that the Company expects or anticipates will or may occur in the future, are forward-looking statements.  These statements are subject to risks and uncertainties, which could cause actual results and developments to differ materially from these statements.  A complete discussion of these risks and uncertainties is contained in the Company’s reports and documents filed from time to time with the Securities and Exchange Commission.

(Tables follow)

ADDVANTAGE TECHNOLOGIES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Three Months Ended March 31,				Six Months Ended March 31,
	2010		2009		2010		2009
Total net sales	$	12,055,521	$	10,126,636	$	22,274,742	$	22,926,642
Income from operations	$	1,944,484	$	1,347,887	$	3,544,057	$	3,139,746
Interest expense	$	200,639	$	229,528	$	412,573	$	494,241
Net income attributable to common shareholders	$	1,081,845	$	698,359	$	1,941,484	$	1,652,505
Earnings per share:
Basic	$	0.11	$	0.07	$	0.19	$	0.16
Diluted	$	0.11	$	0.07	$	0.19	$	0.16
Shares used in per share calculation:
Basic		10,125,870		10,131,926		10,132,658		10,175,887
Diluted		10,129,100		10,133,781		10,135,888		10,177,801

ADDVANTAGE TECHNOLOGIES GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2010 (unaudited)		September 30, 2009 (audited)
Assets
Current assets:
Cash and cash equivalents	$	3,512,888	$	700,004
Accounts receivable, net of allowance		4,853,557		4,199,136
Income tax refund receivable		28,896		88,411
Inventories, net of allowance for excess and obsolete
inventory		31,427,689		33,166,624
Deferred income taxes		1,368,000		1,282,000
Prepaid expenses		160,075		107,423
Total current assets		41,351,105		39,543,598
Net property and equipment		7,399,137		7,556,667
Total other assets		2,209,654		2,332,281
Total assets	$	50,959,896	$	49,432,546

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	3,148,997	$	2,523,143
Accrued expenses		953,307		1,095,822
Notes payable – current portion		1,863,767		1,863,767
Total current liabilities		5,966,071		5,482,732
Notes payable		13,060,990		13,992,873
Other liabilities		968,023		1,049,685
Total shareholders’ equity		30,964,812		28,907,256
Total liabilities and shareholders’ equity	$	50,959,896	$	49,432,546