U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                    FORM 10-KSB

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended September 30, 2001

              TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                            SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 1-10799

                       ADDVANTAGE TECHNOLOGIES GROUP, INC.
                  (Name of small business issuer in its charter)


             Oklahoma                                    73-1351610
             --------                                    ----------
 (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                      Identification No.)


           1605 East Iola
      Broken Arrow, Oklahoma                                74012
      ----------------------                                -----
(Address of principal executive offices)                  (Zip code)


                   Issuer's telephone number:  (918) 251-9121

          Securities registered under Section 12(b) of the Act:  None

            Securities registered under Section 12(g) of the Act:
                          Common Stock, $.01 par value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act 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



Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB  or any amendment to this Form 10-KSB.

The issuer's revenues for its most recent fiscal year are $22,884,566.

The aggregate market value of the shares of common stock, par value $.01 per
share, held by non-affiliates of the issuer was $1,690,844 as of December 26,
2001.

As of the latest practicable date, the number of the registrant's common
stock, $.01 par value per share, outstanding was 9,991,716 as of December 26,
2001.

The definitive Proxy Statement to be filed pursuant to Regulation 14A in
connection with the Regisrant's 2002 annual meeting of shareholders is
incorporated by reference in Part III, Items 9, 10, 11 and 12 of this Form 10-
KSB.  The Proxy Statement will be filed with the Securities and Exchange
Commission within 120 days after the close of the registrant's most recent
fiscal year.

                   TRANSITIONAL SMALL BUSINESS DISCLOSURE
                   FORMAT (CHECK ONE):    Yes   [  ]     No  X
<PAGE>
                        Forward Looking-Statements

     Certain matters discussed in this report constitute forward-looking
statements, within the meaning of the Private Securities Litigation Reform
Act of 1995, including statements which relate to, among other things,
expectations of the business environment in which the Company operates,
projections of future performance, perceived opportunities in the market and
statements regarding the Company's goals and objectives and other similar
matters.  The words "estimates, "projects," "intends," "expects,"
"anticipates," "believes," "plans" and similar expressions are intended to
identify forward-looking statements.  These forward-looking statements are
found at various places throughout this report and the documents incorporated
into it by reference. These and other statements which are not historical
facts are hereby identified as "forward-looking statements" for purposes of
the safe harbor provided by Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act of 1933, as amended.
These statements are subject to a number of risks, uncertainties and
developments beyond the control or foresight of the Company, including
changes in the trends of the cable television industry, technological
developments, changes in the economic environment generally, the growth or
formation of competitors, changes in governmental regulation or taxation,
changes in the Company's personnel and other such factors.  The Company's
actual results, performance, or achievements may differ significantly from
the results, performance, or achievements expressed or implied in the forward-
looking statements.  The Company does not undertake any obligation to
publicly release any revisions to these forward-looking statements to reflect
events or circumstances after the date of this report or to reflect the
occurrence of unanticipated events.



                                   PART I

ITEM 1.   DESCRIPTION OF BUSINESS

Developments in the Business

     On September 30, 1999, the former shareholders of TULSAT Corporation
(formerly named DRK Enterprises, Inc.) assumed control of ADDvantage
Technologies Group, Inc. ("ADDvantage Technologies," formerly named
ADDvantage Media Group, Inc.) pursuant to the Securities Exchange Agreement
("Agreement") entered into on September 16, 1999.  Pursuant to the Agreement,
the TULSAT shareholders transferred all the issued and outstanding common
stock of TULSAT, along with $10,000,000 of TULSAT promissory notes, to
ADDvantage Technologies in exchange for 8,000,000 shares of ADDvantage
Technologies $.01 par value common stock, 200,000 shares of newly issued
Series A 5% Cumulative Convertible Preferred Stock, par value $1.00 per
share, with a stated value of $40.00 per share (convertible into ADDvantage
Technologies common stock at a price of $4.00 per share), and 300,000 shares
of newly issued Series B 7% Cumulative Preferred Stock, par value $1.00 per
share, with a stated value of $40.00 per share.

     As a result of this transaction, TULSAT became a wholly owned subsidiary
of ADDvantage Technologies and the former TULSAT owners acquired
approximately 82% of the issued and outstanding common stock, and 100% of the

                                    -2-

<PAGE>

issued and outstanding preferred stock of ADDvantage Technologies.  TULSAT's
management assumed management and control of ADDvantage Technologies.

     As a result of the transaction, all of the executive officers and
directors of the Company other than Gary W. Young, Executive Vice President
and a director, resigned.  David E. Chymiak became Chairman of the Board and
Kenneth A. Chymiak became President and Chief Executive Officer of the
Company.  The new board of directors included Stephen J. Tyde and Freddie H.
Gibson, in addition to Messrs. David Chymiak, Kenneth Chymiak and Gary Young.
Randy L. Weideman was elected to the board of directors in 2000.

     On November 22, 1999, the Company's wholly owned subsidiary, Lee CATV
Corporation, a Nebraska corporation ("Lee"), merged with Diamond W
Investments, Inc., a Nebraska corporation ("Diamond").  Lee was the surviving
corporation and is carrying on the business and operations previously
conducted by Diamond.  Diamond was established in 1986 as a full service
repair and sales center, selling new and re-manufactured cable equipment,
designing, pre-wiring, installing and repairing along with FCC Proof of
Performance on all types of headend equipment.  Diamond built its reputation
on high-quality with prompt turn around in repairs and technical training for
their customers.  As a result of the merger, the shareholders of Diamond
received 27,211 shares of the Company's Series C Convertible Preferred Stock
(which have since been converted  into 272,110 shares of the Company's common
stock) and a promissory note in the original principal amount of $271,000,
which is payable over two years and bears interest at the rate of 8.0% per
annum.

     On December 30, 1999, the name of the Company changed to ADDvantage
Technologies Group, Inc.

     In March 2001, the Company purchased all of the issued and outstanding
common stock of NCS Industries, Inc., a Pennsylvania corporation ("NCS").
The consideration for the acquisition of $1,988,000 included: (i) $800,000 in
cash, (ii) a promissory note payable to the seller, Richard S. Grasso in the
amount of $200,000, (iii) the assumption of the seller's obligation of
$639,000 under a promissory note issued to the former shareholders, and (iv)
$49,000 remaining in a payable to the seller.  As contemplated by the
Purchase and Sale Agreement, the seller entered into a three-year consulting
agreement with NCS for $300,000 and the seller also entered into a non-
competition agreement with the Company and NCS.  The Company financed the
purchase price through borrowings under its line of credit agreement with
Bank of Oklahoma.  As a result of this transaction, NCS became a wholly owned
subsidiary of the Company.

     NCS was established in 1973 as a full service repair and sales center,
selling new and re-manufactured cable equipment and has been a leading
distributor of telecommunication equipment and a solutions provider to cable
operators and other related businesses since the market's infancy.  The
principal place of business of NCS is located in Willow Grove, Pennsylvania.

     In May 2001, the Company purchased from Nick Ferolito and Russell Brown
all of the issued and outstanding stock of Fero-Midwest dba Comtech Services,
a Missouri corporation ("Comtech).  The consideration for the acquisition was

                                    -3-

<PAGE>

$250,000 in cash and assumption of certain liabilities as stated in the
agreement. As a result of this transaction, Comtech became a wholly owned
subsidiary of the Company.

Current Business

     The principal business of the Company is the sale and repair of cable
television ("CATV") equipment.  This includes new, surplus and re-manufactured
equipment.  Customers of the Company include: cable operators, apartment
complexes, universities and other entities that distribute broadband signals.
The Company purchases the equipment from cable operators who have surplus due
to either an upgrade in their systems or an overstock in their warehouse.
This equipment is sold both re-manufactured and  "as is" to CATV operators
throughout North America, South America, Mexico and Pacific Rim.  The Company
supplies virtually any type of electronic equipment a cable operator would use,
from the headend (receiving and transmitting site) to the converter box at the
customer's home.  The Company also is a large stocking distributor for new
equipment.

Overview of the Industry

     CATV is a service that delivers multiple channels of television to
subscribers who pay a monthly fee for the services they receive.  A CATV
system consists of four principal components.  The first is the "up-link"
where the programmer's signal is first scrambled and addressed, and is then
transmitted to a C-band satellite.  The second, known as a cable system
"headend" facility, receives television signals from satellites and other
sources.  The headend facility organizes and retransmits those signals
through the third component, the distribution network, to the subscriber.
The third principal component is the distribution network, which consists of
fiber optic and coaxial cables and associated electronic equipment, which
originate at the headend and extend throughout the CATV system.  The fourth
component of the CATV system, the subscriber equipment, is comprised of a
"drop wire" which extends from the distribution network to the subscriber's
home and connects either directly to the subscriber's television set or to a
converter box.  An addressable converter box is a home terminal device, which
permits the efficient delivery of premium CATV services, including pay-per-
view programming, by enabling the CATV operator to control CATV subscriber
services from a central headend computer.

     CATV operators generally offer to subscribers a basic service package
and, for additional charges, additional tiers of services, including premium
services.  Basic service programming typically includes broadcast network
local affiliates, independent television stations and other locally
originated programs.  Additional tiers of service may consist of different
satellite-delivered services and premium services, such as HBO and ShowTime
that typically are offered to subscribers as a package for a separate monthly
fee.  Successive tiers of programming include additional services for
additional monthly fees.  In addition, movies and special entertainment
events, such as boxing matches and Olympic Games can be offered to
subscribers with addressable converters on a selective, pay-per-view basis.
CATV operators are also introducing digital cable audio services, which
consist of multiple channels of commercial-free, compact disc quality music
and programming.


                                    -4-

<PAGE>

Business of the Company

     The basic strategy of the Company is to:  (a) maintain and expand its
current customer base in North America for the sale of new and re-manufactured
CATV equipment while focusing on expanding the repair side of the business
and (b) acquire existing companies in the industry within specific geographic
areas utilizing their service and sales staffs to increase sales.

     The Company believes that the CATV industry is expanding from a home
entertainment service to providing telecommunications services to both homes
and businesses.  Management believes that the Company is well positioned to
thrive and prosper in the industry.

     Construction, maintenance, expansion and upgrade of CATV systems require
significant capital expenditures by CATV operators for system components,
including coaxial and fiber optic cable, traditional radio frequency ("RF")
amplifiers and fiber optic electronics, and addressable system controllers
and converters.  A major trend in the cable and satellite television industry
has been the continuing expansion of channel capacity in response to CATV
operators' desire to provide subscribers with more programming selections,
including pay-per-view and additional premium programming services.

     The Company expects that CATV operators will continue to upgrade the
technological capabilities of their systems and increase channel capacity in
order to meet subscriber demand for more programming services, such as
expanded pay-per-view, premium services and digital cable audio, which, in
turn, provides opportunities for increased revenues for the CATV operators.
In addition, new technologies can improve a CATV operator's margins and
customer services by increasing the CATV system's reliability, picture
quality and the "user friendliness" of the converter.  The Company also
expects CATV operators to increase spending to meet governmental requirements
for renewing franchises and to position themselves to enter new and potential
markets such as telephone and personal communications networks.

     In addition, the consolidation of CATV operators and their ongoing
transformation into multi-service companies is prompting a re-evaluation of
the re-manufactured equipment values, as new services roll out using new
technologies and state-of-the-art components.  With the cost and
sophistication of new equipment and technologies on the rise, and their shelf
lives shrinking, the savvy use of re-manufactured equipment by cable
operators and manufacturers is becoming a vital component in their overall
operational strategies.  The Company believes that it is in a position to
serve this expanding market.

     With respect to technology, CATV operators and suppliers, including the
Company, are demonstrating that system upgrades with currently available
equipment and system architectures can be used as a basis to provide advanced
subscriber services.  Moreover, the growing use of United States broadband
system designs and equipment in international markets, where CATV penetration
is low, presents another opportunity for sales of the Company's systems and
equipment.


                                    -5-
<PAGE>

Products and Services

     The majority of the Company's business is the sale of re-manufactured
CATV equipment.  The following is a list of the products sold by the Company
with a brief description of the application of each product line:

         Linegear covers all products, which are actually placed on the cable
line. This includes active electronics, trunk stations and line extenders,
which amplify and distribute the cable signal, and passive equipment such as
taps, splitters and directional couplers, which simply pass the signal
through for delivery to additional lines and the customer's home. The Company
focuses on sales and repair of Scientific Atlanta, Magnavox, Jerrold, General
Instruments, Texcan and Thetacom lines of taps, traps, splitters, DCs, power
inserters and pin connectors.   Linegear presently account for approximately
43% of revenues.

         Headend equipment is used to provide signal acquisition, processing
and manipulation for further transmission.  Among the products offered by the
Company in this category are Scientific Atlanta, Blonder Tongue, Magnavox,
General Instruments and Drake lines of satellite receivers, integrated
receiver/decoders, videociphers, demodulators, modulators, amplifiers,
equalizers, processors, antennas, and antenna mounts.  The Company
specializes in the refurbishing and repairing of various manufacturers' lines
of headend products as well as modifying these for use in different video
formats.  Headend equipment presently account for approximately 46% of
revenues.

         Repair Services are offered for all product lines, with an emphasis
in headend equipment.  The Company expects this area to grow significantly
with the Company's focus on this side of the business and as additional
mergers or acquisitions develop.

Sales and Marketing

     The majority of the Company's sales activity is generated through
personal relationships developed by its sales personnel and executives,
advertising in trade journals and other periodicals, telemarketing and direct
mail to cable operators in the United States.  The Company has developed
contacts with the major CATV operators in the United States and is constantly
in touch with these operators regarding plans for upgrading or expansion and
their needs to either purchase or sell equipment.  The Company purchases a
large amount of its inventory from cable operators who have upgraded, or are
in the process of upgrading their system.  The sales and purchasing functions
operate under the same umbrella using a computerized buy/sell board to
coordinate the activity between the two.  In addition, the Company has very
close relationships with major manufacturers of CATV equipment and purchases
a large amount of such equipment from these original equipment manufacturers.

     The Company's purchasing department buys previously used CATV equipment
throughout North America.  As a result of competition in the communications
industry, cable operators are aggressively upgrading their system with newer,
technologically advanced equipment.  This provides the Company's purchasing
department opportunities to buy equipment, which were not normally available

                                    -6-
<PAGE>

in the past.  This competitive CATV market enables the Company to acquire
additional inventory for sale to cable operators who are expanding with new
subscribers or who are upgrading their system with the newer, more expensive
technology.

     The Company is not dependent on one or a few customers to support its
business.  There are approximately 6,000 cable television systems within the
United States, each of which is a potential customer.

Competition

     There are a number of businesses similar to the Company throughout the
United States engaged in buying and selling re-manufactured CATV equipment.
Most competitors are not able to maintain the large inventory the Company
maintains due to capital requirements.  In terms of sales and inventory, the
Company is the largest in this industry providing both sales and service of
re-manufactured CATV equipment.

     The CATV industry is highly competitive and is characterized by numerous
companies competing in various segments of the market.  In addition to
companies which operate in a manner similar to the Company, it also faces
competition from vendors supplying new products and various manufacturers in
this industry.  The Company has the ability to ship and supply products to
their customers from its large inventory without having to wait for the
manufacturers to supply the items.

Personnel

     At September 30, 2001, the Company had 132 employees.  Management
considers its relationships with its employees to be excellent.  The
employees of the Company are not unionized and the Company is not subject to
any collective bargaining agreements.


ITEM 2.   DESCRIPTION OF PROPERTY

     TULSAT leases a total of approximately 133,050 square feet of office
space and warehouse facilities in seven buildings from entities, which are
controlled by David E.Chymiak and Kenneth A. Chymiak.  Each lease has a five-
year term.  At September 30, 2001, total monthly payments of $36,500 were
required.  The Company believes that its current facilities are adequate to
meet its needs.


ITEM 3.   LEGAL PROCEEDINGS

     The company is not involved in any material legal proceedings.


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

     There were no matters submitted to a vote of the shareholders of the
Company during the fiscal quarter ended September 30, 2001.


                                    -7-
<PAGE>

                                   PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's common stock traded on the Nasdaq Small Cap Market from
April 11, 1997 to September 21, 1999 under the symbol ADDM.  On September 22,
1999, the Company's common stock was delisted from the Nasdaq Small Cap
Market because the closing price of the stock was less than $1.00 per share
for a period of greater than 30 consecutive trading days.  The Company's
common stock is currently traded on the OTC Bulletin Board under the symbol
ADDM.

     The following table sets forth, for the periods indicated, the high and
low closing bid quotations per share for the Company's common stock as quoted
on the Nasdaq Small Cap Market and the OTC Bulletin Board, as the case may
be.  Quotations represent inter-dealer prices without an adjustment for
retail mark-ups, mark-downs or commissions and may not represent actual
transactions:

<TABLE>
<CAPTION>

Year Ended September 30, 2000                High                 Low
-----------------------------                -----               -----
<S>                                          <C>                 <C>
First Quarter                                $4.13               $2.38
Second Quarter                               $3.63               $2.00
Third Quarter                                $3.75               $2.50
Fourth Quarter                               $2.63               $1.25

</TABLE>

<TABLE>
<CAPTION>

Year Ended September 30, 2001                High                 Low
-----------------------------                ----                -----
<S>                                          <C>                 <C>
First Quarter                                $2.00               $0.81
Second Quarter                               $2.22               $1.03
Third Quarter                                $1.63               $0.86
Fourth Quarter                               $1.90               $0.81

</TABLE>

     Substantially all of the holders of common stock maintain ownership of
their shares in "street name" accounts and are not, individually,
shareholders of record.  As of December 26, 2001, there were approximately 77
holders of record of common stock.  However, the Company believes there are
in excess of 825 beneficial owners of common stock.


Dividend Policy

     The Company has never declared or paid a cash dividend on its common
stock.  It has been the policy of the Company's Board of Directors to use all
available funds to finance the development and growth of the Company's


                                    -8-
<PAGE>

business.  The payment of cash dividends in the future will be dependent upon
the earnings and financial requirements of the Company and other factors
deemed relevant by the Board of Directors.



ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS


Results of Operations


Year Ended September 30, 2001 Compared to Year Ended September 30, 2000 (ALL
REFERENCES TO YEARS ARE TO FISCAL YEARS)

Net Sales.  Net sales increased $882,000 or 4.0%, to $22.9 million for the
year ended September 30, 2001 from $22.0 million for the year 2000.  Despite
the slowdown in capital spending by cable operators due to the economic
environment in the United States and an over building of capacity, new sales
increased 160.0% from $2.1 million last year to $5.4 million this year as a
result of our new distributorship with Scientific-Atlanta and the acquisition
of NCS.  Our focus on increasing repair revenue is evidenced by the 38.1%
increase from $2.4 million last year to $3.3 million this year primarily due
to the acquisitions of Comtech and NCS.  Although we are pleased with the
results of repair services, they were severely impacted by the tightening of
credit for the small cable operators.  Our revenue generated by sales of re-
manufactured equipment has also been impacted by the economic slowdown, and
as a result, revenue from re-manufactured equipment sales dropped 21.3% from
$17.5 million last year to $13.8 million this year.

Cost of Goods Sold.  Cost of goods sold this year was 51.9% of net sales
compared to 50.2% last year.  While the overall gross margins percentages
were relatively constant over the two years, the revenue mix has
significantly changed.  In the year 2001, revenue generated from re-
manufactured sales was 60.3% of sales, compared to 79.7% last year, while
23.6% of our revenue this year was new equipment sales compared to 9.4% last
year.  Margins for the current year were affected by the lower margins of
newly-acquired NCS and Comtech and the slow down in capital expenditures in
the cable industry that caused reduction in some of the selling prices of re-
manufactured equipment.  Due to the nature of the secondary market for CATV
equipment, low inventory turnover tends to be a characteristic of companies
carrying this type of inventory.  However, this condition greatly contributes
to the attainment of high profit margins and profitability of the Company.

Operating Expenses.  Operating expenses increased $1.3 million, or 27.2% in
2001 over the previous year.  Of this increase, $1.1 million was directly
attributable to operating expenses (primarily salaries and wages) associated
with NCS and Comtech and the $142,000 associated with increases in property
tax assessments.


                                    -9-

<PAGE>

Income from Operations.  Income from operations decreased 20.0 %, to $4.9
million for fiscal 2001 from $6.1 million for fiscal 2000.  This decrease was
primarily due to the increase in operating costs associated with the recent
acquisitions.


Liquidity and Capital Resources

     On November 4, 2000, the Bank of Oklahoma increased the Company's line
of credit up to $12.0 million and reduced the borrowing rate to 1 1/4% below
prime (4.75% at September 30, 2001).  This line of credit will provide the
lesser of $6.0 million or the sum of 80% of qualified accounts receivable and
40% of qualified inventory in a revolving line of credit for working capital
purposes, $4.0 million for future acquisitions meeting Bank of Oklahoma
credit guidelines and $2.0 million to be used at the Company's discretion
based on assets purchased.  The line of credit is collateralized by
inventory, accounts receivable, equipment and fixtures, and general
intangibles.

     The Company finances its operations primarily through internally
generated funds and the 6.0 million bank line of credit reserved for working
capital.  At September 30, 2001, the revolving line of credit consisted of a
$4.3 million balance outstanding due June 30, 2002, with interest payable
monthly at Chase Manhattan Prime less 1.25% (4.75% at September 30, 2001).
At September 30, 2001, the company also owes a $34,000 balance remaining on a
note resulting from the Diamond W Investments, Inc. purchase, payable
quarterly at 8% to the former owners and $179,000 on a note resulting from
the NCS purchase, payable quarterly at 7% to the former owner.

     Stockholder loans include a $1.3 million note bearing interest the same
rate as the Company's bank line of credit, and which note is subordinate to
the bank note payable.

     On February 1, 2000, the Board of Directors of the Company authorized
the repurchase of up to $l.0 million of its outstanding common stock from
time to time in the open market at prevailing market prices or in privately
negotiated transactions.  The repurchased shares will be held in treasury and
used for general corporate purposes including possible use in the Company's
Incentive Stock Plan or for future acquisitions.   As of September 30, 2001,
a total of 20,000 shares had been repurchased on the open market pursuant to
this authorization.


                                    -10-

<PAGE>

ITEM 7.   FINANCIAL STATEMENTS


               Index to Financial Statements                                Page
               -----------------------------                                ----
Independent Auditors' Report                                                 12

Consolidated Balance Sheet, September 30, 2001                               13

Consolidated Statements of Income for Years Ended September 30, 2001 and
2000                                                                         15

Consolidated Statement of Changes in Stockholders' Equity                    16

Consolidated Statements of Cash Flows, Years Ended September 30, 2001 and
2000                                                                         17

Notes to Consolidated Financial Statements                                   19







                                    -11-

<PAGE>
                        INDEPENDENT AUDITORS' REPORT






The Stockholders of
ADDvantage Technologies Group, Inc.

We have audited the accompanying consolidated balance sheet of ADDvantage
Technologies Group, Inc. (the "Company") as of September 30, 2001, and the
related statements of income, changes in stockholders' equity and cash flows
for the years ended September 30, 2001 and 2000. These financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  the  Company  as   of
September 30, 2001, and the results of its operations and its cash flows  for
the  years  ended September 30, 2001 and 2000, in conformity with  accounting
principles generally accepted in the United States of America.

/S/ TULLIUS TAYLOR SARTAIN & SARTAIN LLP

TULLIUS TAYLOR SARTAIN & SARTAIN LLP


December 20, 2001



                                    -12-
<PAGE>
<TABLE>
<CAPTION>

                   ADDVANTAGE TECHNOLOGIES GROUP, INC.
                        CONSOLIDATED BALANCE SHEET
                            September 30, 2001

<S>                                                                            <C>
Assets
Current assets:
   Cash                                                                         $    230,558
   Accounts receivable                                                             2,995,486
   Inventories                                                                    17,729,121
   Deferred income taxes                                                              36,000
                                                                                -------------
Total current assets                                                              20,991,165

Property and equipment, at cost
   Machinery and equipment                                                         1,959,943
   Land and buildings                                                                478,871
   Leasehold improvements                                                            177,500
                                                                                -------------
                                                                                   2,616,314
Less accumulated depreciation and amortization                                      (857,105)
                                                                                -------------
Net property and equipment                                                         1,759,209

Other assets:
   Deferred income taxes                                                             990,000
   Goodwill, net of accumulated amortization of $260,056                           1,488,024
   Other assets                                                                      106,493
                                                                                -------------
Total other assets                                                                 2,584,517
                                                                                -------------

Total assets                                                                    $ 25,334,891
                                                                                =============

</TABLE>
                                         -13-

<PAGE>
<TABLE>
<CAPTION>

                   ADDVANTAGE TECHNOLOGIES GROUP, INC.
                        CONSOLIDATED BALANCE SHEET
                            September 30, 2001

<S>                                                                            <C>
Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                                                             $    852,424
   Accrued expenses                                                                  491,839
   Accrued income taxes                                                              492,145
   Bank revolving line of credit                                                   4,251,133
   Note payable - current portion                                                    221,975
   Dividends payable                                                                 310,000
   Stockholder loans                                                               1,250,000
                                                                                -------------
Total current liabilities                                                          7,869,516
Notes payable                                                                        529,865
Stockholders' equity:
   Preferred stock, 5,000,000 shares authorized,
     $1.00 par value, at stated value:
      Series A, 5% cumulative convertible; 200,000 shares issued and
        outstanding with a stated value of $40 per share                           8,000,000
      Series B, 7% cumulative; 300,000 shares issued and outstanding with
        a stated value of $40 per share                                           12,000,000
   Common stock, $.01 par value; 30,000,000
     shares authorized; 10,011,716 shares issued                                     100,117
   Common stockholders' deficit                                                   (3,110,443)
                                                                                -------------
                                                                                  16,989,674

   Less:  Treasury stock, 20,000 shares at cost                                      (54,164)
                                                                                -------------
Total stockholders' equity                                                        16,935,510
                                                                                -------------

Total liabilities and stockholders' equity                                      $ 25,334,891
                                                                                =============
</TABLE>
                                         -14-

<PAGE>
<TABLE>
<CAPTION>

                         ADDVANTAGE TECHNOLOGIES GROUP, INC.
                                STATEMENTS OF INCOME


                                                         Year ended
                                                        September 30,
                                              2001                      2000
                                       ------------------------------------------
<S>                                    <C>                       <C>
Net sales and service income           $   22,884,566            $    22,002,543
Cost of sales                              11,885,210                 11,055,052
                                       ------------------------------------------
Gross profit                               10,999,356                 10,947,491
Operating expenses                          6,144,174                  4,813,011
                                       ------------------------------------------
Income from operations                      4,855,182                  6,134,480
Other Income                                      -                      127,235
Interest expense                              336,752                    385,069
                                       ------------------------------------------
Income before income taxes                  4,518,430                  5,876,646
Provision for income taxes                  1,667,000                  2,169,000
                                       ------------------------------------------
Net income                                  2,851,430                  3,707,646
Preferred Dividends                         1,240,000                  1,240,000
Net income attributable to common      ------------------------------------------
  stockholders                         $    1,611,430            $     2,467,646
                                       ==========================================
Earnings per share:
  Basic                                $         0.16            $          0.25
  Diluted                              $         0.16            $          0.24

</TABLE>



                                     -15-

<PAGE>
<TABLE>
<CAPTION>

                                        ADDVANTAGE TECHNOLOGIES GROUP, INC.
                                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                     Years ended September 30, 2001 and 2000


                                                                Series A     Series B       Common
                                               Common Stock     Preferred    Preferred   Stockholders'   Treasury
                                            Shares     Amount     Stock        Stock        Deficit        Stock       Total
                                           ------------------------------------------------------------------------------------
<S>                                        <C>        <C>       <C>         <C>          <C>            <C>        <C>
Balance, September 30, 1999                9,712,346  $ 97,124  $8,000,000  $12,000,000  $(8,212,241)   $    -     $11,884,883

Net income                                       -         -           -            -      3,707,646         -       3,707,646

Preferred stock dividends                                                                 (1,240,000)               (1,240,000)

Purchase Treasury Stock                                                                                  (54,164)      (54,164)

Options Exercised                              8,500        85                                12,052                    12,137

Issue common shares for business purchase    272,110     2,721                               997,341                 1,000,062
                                           ------------------------------------------------------------------------------------

Balance, September 30, 2000                9,992,956 $  99,930  $8,000,000  $12,000,000  $(4,735,202)   $(54,164)  $15,310,564

Net income                                                                                 2,851,430                 2,851,430

Preferred stock dividends                                                                 (1,240,000)               (1,240,000)

Issue common shares                          18,760        187                                13,329                    13,516

                                          -------------------------------------------------------------------------------------
Balance, September 30, 2001               10,011,716 $ 100,117  $8,000,000  $12,000,000  $(3,110,443)   $(54,164)  $16,935,510
                                          =====================================================================================

</TABLE>
                                                       -16-

<PAGE>
<TABLE>
<CAPTION>


                               ADDVANTAGE TECHNOLOGIES GROUP, INC.
                                    STATEMENTS OF CASH FLOWS

                                                                                    Year ended
                                                                                   September 30,
                                                                             2001                   2000
                                                                      -------------------------------------
<S>                                                                  <C>                     <C>
Cash Flows from Operating Activities
Net income                                                            $   2,851,430          $   3,707,646
Adjustments to reconcile net income to net cash provided
  by operating activities
   Depreciation and amortization                                            312,441                202,886
   Provision for deferred income taxes                                      117,000                155,000
   Change in:
      Receivables                                                         1,118,782               (381,953)
      Prepaid and other expense                                             (26,431)               157,736
      Inventories                                                        (2,327,183)            (2,239,810)
      Accounts payable and accrued liabilities                             (177,325)              (341,280)
                                                                      -------------------------------------
Net cash provided by operating activities                                 1,868,714              1,260,225
                                                                      -------------------------------------

Cash Flows from Investing Activities
Additions to property and equipment                                        (583,536)              (275,000)
Proceeds from sale of investment in Ventures                                657,569                 90,047
Purchase business combinations, net of cash acquired of
   $575,958 in 2001, and $90,047 in 2000                                 (1,090,269)                   -
                                                                      -------------------------------------
Net cash used in investing activities                                    (1,016,236)              (184,953)
                                                                      -------------------------------------

Cash Flows from Financing Activities
Net borrowings (repayments) under line of credit                            895,585               (167,886)
Advances (payment) on stockholder loans                                    (300,000)                74,993
Purchases of treasury stock                                                     -                  (54,164)
Payments of preferred dividends                                          (1,240,000)              (930,000)
Proceeds from exercise of common stock options                                  -                    7,437
                                                                      -------------------------------------
Net cash used in financing activities                                      (644,415)            (1,069,620)
                                                                      -------------------------------------

Net increase in cash                                                        208,063                  5,652

Cash, beginning of period                                                    22,495                 16,843

                                                                      -------------------------------------
Cash, end of period                                                   $     230,558          $      22,495
                                                                      =====================================

</TABLE>
                                                -17-

<PAGE>
<TABLE>
<CAPTION>


                               ADDVANTAGE TECHNOLOGIES GROUP, INC.
                                    STATEMENTS OF CASH FLOWS

                                                                                    Year ended
                                                                                   September 30,
                                                                             2001                   2000
                                                                      -------------------------------------
<S>                                                                  <C>                     <C>
Supplemental Cash Flow Information
   Cash paid for interest                                             $     343,460          $     385,069
   Cash paid for income taxes                                             1,462,000              2,149,000

Supplemental Disclosure of Non-cash
   Investing and Financing Activities
   Acquisition of Lee CATV Corporation:
      Issuance of preferred stock                                               -                1,000,000
      Working capital other than cash                                           -                  241,017
      Land and equipment                                                        -                  116,694
      Intangibles and other assets                                              -                1,276,229
      Assumption of note payable                                                -                  723,987
      Issuance of note payable                                                  -                  271,094

</TABLE>
                                                -18-



                          ADDVANTAGE TECHNOLOGIES GROUP, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       Years ended September 30, 2001 and 2000


Note 1 - Summary of Significant Accounting Policies

Description of business

ADDvantage Technologies Group, Inc. and its subsidiaries (the "Company") sell
new,  surplus,  and  re-manufactured cable  television  equipment  throughout
North  America  in  addition  to  being a repair  center  for  various  cable
companies.  The Company operates in one business segment.

Principles of consolidation

The  consolidated  financial statements include the  accounts  of  ADDvantage
Technologies  Group, Inc. and its subsidiaries.  All significant intercompany
balances and transactions have been eliminated in consolidation.

Inventory valuation

Inventory  consists  of  new and used electronic  components  for  the  cable
television  industry.  Inventory is stated at the lower of  cost  or  market.
Cost is determined using the weighted average method.


Property and equipment

Depreciation is provided using straight line and accelerated methods over the
estimated  useful lives of the related assets.  Repairs and  maintenance  are
expensed   as   incurred,   whereas  major  improvements   are   capitalized.
Depreciation   expense  was  $165,493  and  $87,762  for  the   years   ended
September 30, 2001 and 2000, respectively.

Income taxes

The Company provides for income taxes in accordance with the liability method
of accounting pursuant to SFAS No. 109, "Accounting for Income Taxes."  Under
this  method,  deferred  tax assets and liabilities are  recognized  for  the
future  tax  consequences attributable to differences between  the  financial
statement  carrying  amounts of existing assets  and  liabilities  and  their
respective  tax  bases,  and tax carryforward amounts.   Management  provides
valuation  allowance against deferred tax assets for amounts  which  are  not
considered "more likely than not" to be realized.


                                    -19-

<PAGE>

Revenue recognition

Revenue is recognized when inventory or service components are shipped to the
customers.

Advertising costs

Advertising costs are expensed as incurred.  Advertising expense was $229,947
and $182,581 for the  years ended September 30, 2001 and 2000, respectively.

Management estimates

The preparation of financial statements in conformity with generally accepted
accounting  principles requires management to make estimates and  assumptions
that affect the reported amounts of assets and liabilities and disclosure  of
contingent assets and liabilities at the date of the financial statements and
the  reported  amounts of revenue and expenses during the  reporting  period.
Actual results could differ from those estimates.

Concentrations of credit risk

Financial  instruments that potentially subject the Company to  concentration
of  credit risk consist principally of trade receivables.  Concentrations  of
credit  risk  with respect to trade receivables are limited because  a  large
number  of  geographically diverse customers make up the  Company's  customer
base, thus spreading the trade credit risk.  The Company controls credit risk
through  credit  approvals,  credit limits, and monitoring  procedures.   The
Company  performs in-depth credit evaluations for all new customers but  does
not require collateral to support customer receivables.

Goodwill

Goodwill is amortized on a straight-line basis over periods ranging  from  10
to 20 years.  Amortization of goodwill for the years ended September 30, 2001
and 2000, was $144,838 and $115,218, respectively.

Employee stock-based awards

Employee  stock-based  awards are accounted for  using  the  intrinsic  value
method  prescribed in Accounting Principles Board Opinion No. 25, "Accounting
for  Stock  Issued  to  Employees" and related  interpretations.   Under  APB
No.  25, compensation expense is based on the difference, if any, on the date
of  grant  between  the fair value of the Company's stock  and  the  exercise
price.   The Company accounts for stock issued to non-employees in accordance
with   the   provisions  of  SFAS  No.  123,  "Accounting   for   Stock-Based
Compensation."


                                    -20-
<PAGE>

Earnings per share

Basic earnings per share are based on the sum of the average number of common
shares  outstanding  and  issuable restricted and  deferred  shares.  Diluted
earnings  per share include any dilutive effect of stock options,  restricted
stock and convertible preferred stock.

Fair value of financial instruments

The  carrying  amounts  of accounts receivable and payable  approximate  fair
value  due  to  their short maturities.  The carrying value of the  Company's
line  of  credit  approximates fair value since the interest rate  fluctuates
periodically  based  on the prime rate.  Terms of the stockholder  loans  are
similar to the bank loan.  Management believes that the carrying value of the
Company's  borrowings approximate fair value based on credit terms  currently
available for similar debt.

Impact of recently issued accounting standards

In  July  2001, the FASB issued Statements of Financial Accounting  Standards
No.   141,   "Business  Combinations"  (SAFS  141),  Statement  of  Financial
Accounting  Standards No. 142, "Goodwill and Other Intangible  Assets"  (SFAS
142),  and  Statement No. 143, "Accounting for Asset Retirement  Obligations"
(SFAS 143).  SFAS 141 requires all business combinations to be accounted  for
using  the  purchase method of accounting and is effective for  all  business
combinations  initiated after June  30, 2001.  The Company is  currently  not
affected  by  SFAS  141  as  there  are  no  transactions  covered  by  these
pronouncements.

SFAS  142  requires  goodwill  to  be tested  for  impairment  under  certain
circumstances, and written off when impaired, rather than being amortized  as
previous  standards  required.   SFAS  142  is  effective  for  fiscal  years
beginning  after  December 15, 2001.  The Company has  goodwill  from  recent
acquisitions and does not have any impairment at this time.

SFAS  143  requires entities to record the fair value of a liability  for  an
asset  retirement  obligation in the period in which it  is  incurred  and  a
corresponding  increase  in  the carrying amount of  the  related  long-lived
asset.  Statement No. 143 is effective for fiscal years beginning after  June
15, 2002.  The Company does not expect SFAS 143 to have a material impact  on
its financial condition and results of operations.

In  August  2001,  the  FASB issued Statement No. 144,  "Accounting  for  the
Impairment or Disposal of Long-Lived Assets" (SFAS 144).  SFAS 144 supersedes
Statement 121, "Accounting for the Impairment of Long-Lived assets and  Long-
Lived  Assets to Be Disposed Of" and the accounting  and reporting provisions
of  Accounting  Principals Board Opinion No. 30, "Reporting  the  Results  of
Operations-Reporting the Effects of Disposal of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events  and  Transactions"
for  the disposal of a segment of a business.  Goodwill is excluded from  the
scope  of  Statement  No. 144.  Additionally, Statement No.  144  utilizes  a
probability-weighted cash flow estimation approach and establishes a "primary-
asset"  approach to determine the cash flow estimation period for a group  of
assets.   Statement  No.  144 is effective for fiscal years  beginning  after
December  15, 2001.  The Company does not expect SFAS 144 to have a  material
impact on its financial condition and results of operations.

                                    -21-

<PAGE>

Note 2 - Cash Management

Cash receipts are applied from the Company's lockbox account directly against
the bank line of credit, and checks clearing the bank are funded from the
line of credit.  The resulting overdraft balance, consisting of outstanding
checks, is $206,649 and $86,676 at September 30, 2001 and 2000 and is
included in accounts payable.


Note 3 - Line of Credit, Stockholder Loans, and Notes Payable

At  September  30,  2001, a $4,251,132 balance is outstanding  under  a  $6.0
million  line of credit due June 30, 2002, with interest payable  monthly  at
Chase  Manhattan  Prime less 1.5% (4.75% at September 30, 2001).   Borrowings
under the line of credit are limited to the lesser of $6.0 million or the sum
of  80% of qualified accounts receivable and 25% of qualified inventory.  The
line of credit is collateralized by inventory, accounts receivable, equipment
and   fixtures,  and  general  intangibles,  and  is  guaranteed  by  certain
stockholders up to an aggregate $1.0 million.  The line of credit is  subject
to  customary  covenants,  including a  minimum  net  income  and  net  worth
requirement.

Stockholder  loans  of  $1,250,000  million  bear  interest  at  rates   that
correspond  with  the line of credit (4.75% at September 30,  2001)  and  are
subordinate to the bank notes payable.

Notes  payable  consist  of the following items - a $250,000  obligation  due
$25,000  per  quarter over 10 quarters, a $159,959 note bearing  interest  at
7.0%  due  quarterly with a 3 year term, notes payable to Chymiak Investments
in the amounts of $160,455 and $147,458, bearing interest at 7.5% due monthly
with a 10 year term, and a $33,968 note bearing interest at 8% with the final
payment due October 22, 2001.

The aggregate maturities of notes payable for the five years ending September
30,  2006  are as follows: 2002 - $221,975; 2003 - $189,660; 2004 - $108,113;
2005 - $26,704; 2006 - $28,776; thereafter - $176,612.


                                    -22-

<PAGE>

Note 4 - Income Taxes

The provisions for income taxes consist of:

<TABLE>
<CAPTION>

                                   2001          2000
                             ----------------------------
         <S>                 <C>             <C>
         Current               $1,550,000    $2,057,000
         Deferred                 117,000       112,000
                             ----------------------------
                               $1,667,000    $2,169,000
                             ============================

</TABLE>

The  following  table  summarizes the differences between  the  U.S.  federal
statutory  rate and the Company's effective tax rate for financial  statement
purposes for the year ended September 30, :

<TABLE>
<CAPTION>

                                           2001          2000
                                        -------------------------
         <S>                            <C>             <C>
         Statutory tax rate                34.0%         34.0%
         State income taxes, net
         of U.S.federal tax benefit         3.4           3.4
         Non-deductible goodwill
           amortization and other
           non-deductible expenses           .9            .8
         Adjustment of  deferred
         tax asset valuation allowance     (1.2)         (2.4)
         allowance
         Other                             (0.2)           .8
                                        -------------------------
                                           36.9%         36.6%
                                        =========================

</TABLE>

          Deferred  tax assets consist of the following at September 30,

<TABLE>
<CAPTION>


                                            2001           2000
                                        -------------------------
 <S>                                    <C>            <C>
 Net operating losses carryforwards     $1,449,000     $1,539,000
 Tax basis in excess of financial
  basis of certain assets                  108,000        245,000
 Financial liability accruals               36,000         43,000
                                        --------------------------
 Total deferred tax assets               1,593,000      1,827,000
 Valuation allowance                      (567,000)      (684,000)
                                        --------------------------
 Net deferred tax asset                 $1,026,000     $1,143,000
                                        ==========================

</TABLE>

                                    -23-
<PAGE>
<TABLE>
<CAPTION>

    Deferred Tax Assets are
     classified as:
       <S>                              <C>           <C>
       Current                          $  36,000     $    43,000
       Noncurrent                         990,000       1,100,000
                                       ---------------------------
                                       $1,026,000     $ 1,143,000
                                       ===========================
</TABLE>

Utilization  of ADDvantage's net operating loss carryforward of approximately
$4,261,000 to reduce future taxable income is limited to an annual amount  of
$265,000.  The NOL carryforward expires in varying amounts from 2014 to 2019.


Note 5 - Stockholders' Equity

The  1998 Incentive Stock Plan provides for the award to officers, directors,
key  employees  and consultants of stock options and restricted  stock.   The
Plan provides that upon any issuance of additional shares of common stock  by
the Company, other than pursuant to the Plan, the number of shares covered by
the  Plan  will  increase to an amount equal to 10% of the  then  outstanding
shares  of  common stock.  Under the Plan, option prices will be set  by  the
Board  of  Directors and may be greater than, equal to,  or  less  than  fair
market value on the grant date.

At September 30, 2001, 1,004,874 shares of common stock were reserved for the
exercise of stock awards under the 1998 Incentive Stock Plan.  Of the  shares
reserved  for  exercise of stock awards, 886,476 shares  were  available  for
future grants at September 30, 2001.

A summary of the status of the Company's stock options at September 30, 2001
and 2000, and changes during the years then ended is presented below.

<TABLE>
<CAPTION>

                                         2001                   2000
                                 --------------------   ----------------------
                                           Wtd. Avg.                Wtd. Avg.
                                  Shares   Ex. Price      Shares    Ex. Price
                                 --------------------   ----------------------
<S>                              <C>       <C>          <C>         <C>
Outstanding, beginning of year    38,500     $2.23        14,750      $0.86
Granted                           74,500      1.50        38,500       3.13
Exercised                              -        -         14,750       0.84
Canceled                               -        -              -         -
                                 --------------------   ----------------------
Outstanding, end of year         113,000     $1.75        38,500      $2.23
                                 ====================   ======================
Exercisable, end of year          19,700     $2.23         6,000      $3.13
                                 ====================   ======================
Weighted average fair value of
  Options granted                  $1.82                   $2.56
                                 =========              ==========

</TABLE>

                                       -24-
<PAGE>

The   following  table  summarizes  information  about  fixed  stock  options
outstanding at September 30, 2001:

<TABLE>
<CAPTION>


                                Options Outstanding               Options Exercisable
                      ---------------------------------------  -------------------------
                                      Weighted
                                      Average
                           Number    Remaining                     Number
   Range of             Outstanding   Contract     Wtd. Avg.    Exercisable   Wtd. Avg.
Exercise Prices         At 9/30/01      Life       Ex. Price     at 9/30/01   Ex. Price
-------------------------------------------------------------  --------------------------
<S>                     <C>           <C>          <C>         <C>            <C>
   $1.500                  6,000      9.5 years     $1.50          6,000        $1.50
   $1.500                 68,500      9.5 years     $1.50              -        $1.50
   $3.125                  6,000      8.5 years     $3.13          6,000        $3.13
   $3.125                 32,500      8.5 years     $3.13          6,500        $3.13
                       -----------                              ------------
                         113,000                                  18,500
                       ===========                              ============

</TABLE>

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 2001: risk-free interest rates of 5.5%;
expected dividend yield of 0.0; expected lives of 10 years; and estimated
volatility of 122%.

SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") provides
an  alternative  method of determining compensation cost for  employee  stock
options,  which  alternative  method may be adopted  at  the  option  of  the
Company.  Had compensation cost been determined consistent with SFAS 123, the
Company's net income would not have changed significantly.

The  Series A and Series B Preferred Stock are prior to the Company's  common
stock  with  respect  to  the payment of dividends and  the  distribution  of
assets.   Cash dividends shall be payable quarterly when and as  declared  by
the Board of Directors.  Interest accrues on unpaid dividends at the rate  of
5%  per  annum with respect to the Series A Preferred Stock and 7% per  annum
with  respect to the Series B Preferred Stock.  No dividends may be  paid  on
any  class  of  stock ranking junior to the Preferred Stock unless  Preferred
Stock dividends have been paid. Liquidation preference is equal to the stated
value  per  share.  The Series A and B Preferred Stock is redeemable  at  any
time  at the option of the Board of Directors at a redemption price equal  to
the  stated value per share.  Holders of the Preferred Stock do not have  any
voting  rights unless the Company fails to pay dividends for four consecutive
dividend  payment dates.  Shares of Series A Preferred Stock are  convertible
into  common  stock at any time at the option of the holder.  Each  share  of
Series A Preferred Stock is convertible into 10 shares of common stock.


Note 6 - Operating Leases

The  Company leases various properties primarily from a company owned by  the

                                     -25-

<PAGE>

Company's principal shareholders.  Future minimum lease payments under  these
leases are as follows:

<TABLE>
<CAPTION>

                <S>               <C>
                2002                     438,000
                2003                     414,500
                2004                     357,000
                2005                      58,500
                                   --------------
                                   $   1,268,000
                                   ==============

</TABLE>

Total rental expense for all operating leases was $482,800 for the year ended
September 30, 2001 and $405,300 for the year ended September 30, 2000.


Note 7 - Retirement Plan

The Company sponsors a 401(k) plan that covers all employees who are at least
21  years  of  age  and have completed one year of service  as  of  the  plan
effective  date.   The  Company's contributions to  the  plan  consist  of  a
matching  contribution as determined by the plan document.   Pension  expense
under  the 401(k) plan was $84,134 during the year ended September  30,  2001
and $56,586 during the year ended September 30, 2000.

Note 8 - Business Combinations

On March 2, 2001, the Company entered into a Purchase and Sale Agreement with
Richard S. Grasso (the "Shareholder") and NCS, a Pennsylvania corporation, to
purchase from the Shareholder all of the issued and outstanding common stock
of NCS.  The consideration for the acquisition of $1,988,000 included: (i)
$800,000 in cash, (ii) a promissory note payable to the Shareholder in the
amount of $200,000, (iii) the assumption of Shareholder's obligation of
$639,000 under a promissory note issued to a prior owner of NCS (iv) $49,000
remaining in a payable to the shareholder; and a three-year consulting
agreement with NCS for $300,000.  The Shareholder also entered into a non-
competition agreement with the Company and NCS.  The Company financed the
purchase price through borrowings under its line of credit agreement with
Bank of Oklahoma. Immediately after closing, $639,000 was paid for the
assumption of the Shareholder's obligation.  As a result of this transaction,
NCS became a wholly owned subsidiary of the Company.

NCS was established in 1973 as a full service repair and sales center,
selling new and re-manufactured cable equipment and has been a leading
distributor of telecommunication equipment and a solutions provider to cable
operators and other related businesses since the market's infancy.  The
principal place of business of NCS is located in Willow Grove, Pennsylvania.

On May 31, 2001, the Company entered into a Purchase and Sale Agreement with
Nick Ferolito and Russell Brown (the "Shareholders") and Fero-Midwest dba

                                    -26-

<PAGE>

Comtech Services, a Missouri corporation ("Comtech"), to purchase from the
Shareholders all of the issued and outstanding common stock of Comtech.  The
consideration for the acquisition was $250,000 in cash and assumption of
certain liabilities as stated in the agreement. As a result of this
transaction, Comtech became a wholly owned subsidiary of the Company.

Following are the unaudited pro-forma results of operations for the years
ending 2001 and 2000, assuming the NCS and Comtech acquisitions occurred at
the beginning of each year presented.

<TABLE>
<CAPTION>


                                                  2001          2000
                                             ----------------------------
                                                     (Unaudited)
   <S>                                       <C>            <C>
   Net sales and service income              $ 25,291,350   $  30,177,640
   Income before income tax                     4,355,760       5,894,794
   Income tax                                   1,494,026       2,169,000
   Net income attributable to common stock      2,861,734       3,725,794

</TABLE>

These unaudited pro-forma results have been prepared for comparison purposes
only and do not purport to be indicative of the results of operations which
would have actually resulted had the combination been in effect on the dates
indicated, or of future results of operations.

Note 9 - Investment in Ventures Education System Corporation

On  November  1,  2000, Ventures Education System Corporation  exercised  its
option  to  repurchase the Company's 27% interest in Ventures.  The  exercise
price  consisted  of  $660,000 and common stock warrants to  purchase  50,000
shares  at  $.90 per share.  The warrants expire on January 31, 2004  or  one
year  after  a  public offering, whichever first occurs.  The  warrants  were
valued at $12,000.  The transaction resulted in no gain or loss.








                                    -27-

<PAGE>

Note 10 - Earnings per Share

<TABLE>
<CAPTION>



                                        Year ended      Year ended
                                       September 30    September 30
                                           2001            2000
                                       ----------------------------
<S>                                    <C>             <C>
Net income                             $ 2,981,702     $ 3,707,646
Dividends on preferred stock             1,240,000       1,240,000
 stock
                                       ----------------------------
Net income attributable to
 common shareholders - basic             1,741,702       2,467,646
Dividends on Series A
convertible preferred stock                400,000         400,000
                                       ----------------------------
Net income attributable  to
common shareholders - diluted          $ 2,141,702     $ 2,867,646
                                       ============================

Weighted average shares outstanding      9,991,716       9,862,054
Weighted average shares outstanding -
 assuming dilution                      11,991,716      11,862,054
                                       ============================

Earnings per common share:
 Basic                                   $   0.16       $    0.25
 Diluted                                     0.16            0.24
                                       ============================

</TABLE>


ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     None.


                                    -28-

<PAGE>

                                  PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The information required by this item concerning the Company's officers,
directors and compliance with Section 16(a) of the Securities Exchange Act of
1934, as amended, is incorporated by reference to the information in the
sections entitled "Identity of Officers," "Election of Directors" and
"Compliance with Section 16(a) of the Exchange Act," respectively, of the
Company's Proxy Statement for the 2002 Annual Meeting of Shareholders (the
"Proxy Statement") to be filed with the Securities and Exchange Commission
within 120 days after the end of the Company's fiscal year ended September
30, 2001.


ITEM 10.  EXECUTIVE COMPENSATION

     The information required by this item concerning executive compensation
is incorporated by reference to the information set forth in the section
entitled "Compensation of Directors and Executive Officers" of the Company's
Proxy Statement.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item regarding certain relationships
and related transactions is incorporated by reference to the information set
forth in the section entitled "Security Ownership of Certain Beneficial
Owners and Management" of the Company's Proxy Statement.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item regarding certain relationships
and related transactions is incorporated by reference to the information set
forth in the section entitled "Certain Relationships and Related
Transactions" of the Company's Proxy Statement.



                                    -29-
<PAGE>


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  The following documents are included as exhibits to this Form 10-
KSB.  Those exhibits below incorporated by reference herein are indicated as
such by the information supplied in the parenthetical thereafter.  If no
parenthetical appears after an exhibit, such exhibit is filed herewith.

     Exhibit

     2.1       The Securities Exchange Agreement, dated as of September
               16, 1999, by and among ADDvantage Media Group, Inc. and David
               E. Chymiak, Kenneth A. Chymiak, as Trustee of the Ken Chymiak
               Revocable Trust Dated March 4, 1992, and Susan C. Chymiak, as
               Trustee of the Susan Chymiak Revocable Trust Dated March 4,
               1992 is incorporated by reference to Exhibit 2 to the Current
               Report on Form 8-K filed with the Securities Exchange
               Commission by the Company on September 24, 1999.

     2.2       The Amendment and Clarification of the Securities
               Exchange Agreement, dated as of September 16, 1999
               incorporated by reference to Exhibit 2.2 to the Current Report
               on Form 8-K filed with the Securities Exchange Commission by
               the Company on October 14, 1999.

     2.3       The Agreement and Plan of Merger, dated as of November
               22, 1999, by and among ADDvantage Media Group, Inc., TULSAT
               Corporation, Lee CATV Corporation, Diamond W Investments,
               Inc., Randy L. Weideman and Deborah R. Weideman incorporated
               by reference to Exhibit 2.1 to the Current Report on Form 8-K
               filed with the Securities Exchange Commission by the Company
               on December 7, 1999.

     2.4       The Sale and Purchase Agreement, dated as of March 2,
               2001 by and among ADDvantage Technologies Group, Inc., NCS
               Industries, Inc. and Richard S. Grasso incorporated by
               reference to the Current Report on Form 8-K filed with the
               Securities Exchange Commission by the Company on March 16,
               2001.

     2.5       The Purchase and Sale Agreement with Nick Ferolito,
               Russell Brown and Fero-Midwest d/b/a Comtech Services, dated
               May 31, 2001, less the exhibits and schedules listed in the
               table of contents of that agreement.  The Registrant
               undertakes to furnish supplementally to the Commission upon
               request a copy of any such omitted schedule or exhibit listed
               in the Exhibit Index set forth elsewhere herein.

     3.1       Certificate of Incorporation of the Company and
               amendments thereto incorporated by reference to Exhibit 3.1 to
               the Company's Registration Statement on Form S-18, File No. 33-
               399902-FW (the "S-18 Registration Statement").


                                    -30-
<PAGE>

     3.2       Fourth Amendment to the Certificate of Incorporation of
               the Company incorporated by reference to Exhibit 3.2 to the
               Company's Registration Statement on Form S-1, File No. 33-
               49892 (the "S-1 Registration Statement").

     3.3       Bylaws of the Company incorporated by reference to
               Exhibit 3.2 to the S-18 Registration Statement.

     4.1       Certificate of Designation, Preferences, Rights and
               Limitations of ADDvantage Media Group, Inc. Series 5%
               Cumulative Convertible Preferred Stock and Series B 7%
               Cumulative Preferred Stock as filed with the Oklahoma
               Secretary of State on September 30, 1999 incorporated by
               reference to Exhibit 4.1 to the Current Report on Form 8-K
               field with the Securities Exchange Commission by the Company
               on October 14, 1999.

     4.2       Certificate of Designation, Preferences, Rights and
               Limitations of ADDvantage Media Group, Inc. Series C
               Convertible Preferred Stock as filed with the Oklahoma
               Secretary of State on November 22, 1999 incorporated by
               reference to Exhibit 2.1 to the Current Report on Form 8-K
               filed with the Securities Exchange Commission by the Company
               on December 7, 1999.

     10.1      Lease Agreement dated September 15, 1999 by and between
               Chymiak Investments, L.L.C. and TULSAT Corporation (formerly
               named DRK Enterprises, Inc.) incorporated by reference to
               Exhibit 10.3 to the Current Report on Form 10-KSB filed with
               the Securities Exchange Commission by the Company on December
               30, 1999.

     10.2      Schedule of documents substantially similar to Exhibit
               10.1 incorporated by reference to Exhibit 10.3 to the Current
               Report on Form 10-KSB filed with the Securities Exchange
               Commission by the Company on December 30, 1999.

     10.3      Promissory Note for $271,093.54 from the Company to Randy
               L. Weideman and Deborah R. Weideman dated November 22, 1999
               incorporated by reference to Exhibit 10.3 to the Current
               Report on Form 10-KSB filed with the Securities Exchange
               Commission by the Company on December 30, 1999.


                                    -31-
<PAGE>

     10.4      Lease Agreement, dated November 22, 1999, by and between
               Randy L. Weideman and Deborah R. Weideman and Lee CATV
               Corporation  incorporated by reference to Exhibit 10.1 to the
               Current Report on Form 8-K filed with the Securities Exchange
               Commission by the Company on December 7, 1999.

     10.5      Employment Agreement, dated as of November 22, 1999, by
               and between Lee CATV Corporation, Randy L. Weideman and TULSAT
               Corporation incorporated by reference to Exhibit 10.2 to the
               Current Report on Form 8-K filed with the Securities Exchange
               Commission by the Company on December 7, 1999.

     10.6      Noncompete Agreement, dated as of November 22, 1999, by
               and between Lee CATV Corporation and Deborah R. Weideman
               incorporated by reference to Exhibit 10.3 to the Current Report
               on Form 8-K filed with the Securities Exchange Commission by
               the Company on December 7, 1999.

     10.7      Form of promissory notess issued by TULSAT to David Chymiak
               and to Ken Chymiak Revocable Trust and Susan C. Chymiak
               Revocable Trust dated as of February 7, 2000.

     10.8      Amended and restated loan agreement dated June 30, 1997,
               by and between Bank of Oklahoma, N.A. ("Lender") and
               Registrant's wholly owned subsidiary, Tulsat Corporation,
               formerly DRK Enterprises, Inc., an Oklahoma corporation doing
               business as Tulsat ("Borrower"), as amended through the eighth
               amendment dated as of November 3, 2000.

     21.1      Subsidiaries.

     23.1      Consent of Tullius Taylor Sartain & Sartain LLP.


      (b) Reports on Form 8-K

          None.


                                    -32-
<PAGE>

                                 SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                              ADDvantage Technologies Group, Inc.


Date:  December 28 , 2001     By:  /S/ Kenneth A. Chymiak
                                   ----------------------------------------
                                    Kenneth A. Chymiak, President


     In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

Date:  December 24, 2001           /S/ David E. Chymiak
                                   -------------------------------------------
                                    David E. Chymiak, Chairman of the Board of
                                    Directors

Date:  December 28, 2001           /S/ Kenneth A. Chymiak
                                   -------------------------------------------
                                    Kenneth A. Chymiak, President, Chief
                                    Executive Officer and Director (Principal
                                    Executive Officer and Principal Financial
                                    Officer)

Date:  December 28, 2001           /S/ Adam R. Havig
                                   -------------------------------------------
                                    Adam R. Havig, Controller (Principal
                                    Accounting Officer)

Date:  December 28, 2001           /S/ Gary W. Young
                                   -------------------------------------------
                                    Gary W. Young, Director

Date:  December 28, 2001           /S/ Stephen J. Tyde
                                   -------------------------------------------
                                    Stephen J. Tyde, Director

Date:  December 28, 2001           /S/ Freddie H. Gibson
                                   -------------------------------------------
                                    Freddie H. Gibson, Director

Date:  December 28, 2001           /S/ Randy L. Weideman
                                   -------------------------------------------
                                    Randy L. Weideman, Director




                                    -33-
<PAGE>


                              INDEX TO EXHIBITS

The following documents are included as exhibits to this Form 10-K. Those
exhibits below incorporated by reference herein are indicated as such by the
information supplied in the parenthetical thereafter. If no parenthetical
appears after an exhibit, such exhibit is filed herewith.

   Exhibit                             Description
     2.1       The Securities Exchange Agreement, dated as of September
               16, 1999, by and among ADDvantage Media Group, Inc. and David
               E. Chymiak, Kenneth A. Chymiak, as Trustee of the Ken Chymiak
               Revocable Trust Dated March 4, 1992, and Susan C. Chymiak, as
               Trustee of the Susan Chymiak Revocable Trust Dated March 4,
               1992 is incorporated by reference to Exhibit 2 to the Current
               Report on Form 8-K filed with the Securities Exchange
               Commission by the Company on September 24, 1999.

     2.2       The Amendment and Clarification of the Securities
               Exchange Agreement, dated as of September 16, 1999
               incorporated by reference to Exhibit 2.2 to the Current Report
               on Form 8-K filed with the Securities Exchange Commission by
               the Company on October 14, 1999.

     2.3       The Agreement and Plan of Merger, dated as of November
               22, 1999, by and among ADDvantage Media Group, Inc., TULSAT
               Corporation, Lee CATV Corporation, Diamond W Investments,
               Inc., Randy L. Weideman and Deborah R. Weideman incorporated
               by reference to Exhibit 2.1 to the Current Report on Form 8-K
               filed with the Securities Exchange Commission by the Company
               on December 7, 1999.

     2.4       The Sale and Purchase Agreement, dated as of March 2,
               2001 by and among ADDvantage Technologies Group, Inc., NCS
               Industries, Inc. and Richard S. Grasso incorporated by
               reference to the Current Report on Form 8-K filed with the
               Securities Exchange Commission by the Company on March 16,
               2001.

     2.5       The Purchase and Sale Agreement with Nick Ferolito,
               Russell Brown and Fero-Midwest d/b/a Comtech Services, dated
               May 31, 2001, less the exhibits and schedules listed in the
               table of contents of that agreement.  The Registrant
               undertakes to furnish supplementally to the Commission upon
               request a copy of any such omitted schedule or exhibit listed
               in the Exhibit Index set forth elsewhere herein.

     3.1       Certificate of Incorporation of the Company and
               amendments thereto incorporated by reference to Exhibit 3.1 to
               the Company's Registration Statement on Form S-18, File No. 33-
               399902-FW (the "S-18 Registration Statement").

     3.2       Fourth Amendment to the Certificate of Incorporation of
               the Company incorporated by reference to Exhibit 3.2 to the
               Company's Registration Statement on Form S-1, File No. 33-
               49892 (the "S-1 Registration Statement").

                                    -34-
<PAGE>

     3.3       Bylaws of the Company incorporated by reference to
               Exhibit 3.2 to the S-18 Registration Statement.

     4.1       Certificate of Designation, Preferences, Rights and
               Limitations of ADDvantage Media Group, Inc. Series 5%
               Cumulative Convertible Preferred Stock and Series B 7%
               Cumulative Preferred Stock as filed with the Oklahoma
               Secretary of State on September 30, 1999 incorporated by
               reference to Exhibit 4.1 to the Current Report on Form 8-K
               field with the Securities Exchange Commission by the Company
               on October 14, 1999.

     4.2       Certificate of Designation, Preferences, Rights and
               Limitations of ADDvantage Media Group, Inc. Series C
               Convertible Preferred Stock as filed with the Oklahoma
               Secretary of State on November 22, 1999 incorporated by
               reference to Exhibit 2.1 to the Current Report on Form 8-K
               filed with the Securities Exchange Commission by the Company
               on December 7, 1999.

     10.1      Lease Agreement dated September 15, 1999 by and between
               Chymiak Investments, L.L.C. and TULSAT Corporation (formerly
               named DRK Enterprises, Inc.).

     10.2      Schedule of documents substantially similar to Exhibit
               10.1.

     10.3      Promissory Note for $271,093.54 from the Company to Randy
               L. Weideman and Deborah R. Weideman dated November 22, 1999.

     10.4      Lease Agreement, dated November 22, 1999, by and between
               Randy L. Weideman and Deborah R. Weideman and Lee CATV
               Corporation  incorporated by reference to Exhibit 10.1 to the
               Current Report on Form 8-K filed with the Securities Exchange
               Commission by the Company on December 7, 1999.

     10.5      Employment Agreement, dated as of November 22, 1999, by and
               between Lee CATV Corporation, Randy L. Weideman and TULSAT
               Corporation incorporated by reference to Exhibit 10.2 to the
               Current Report on Form 8-K filed with the Securities Exchange
               Commission by the Company on December 7, 1999.

     10.6      Noncompete Agreement, dated as of November 22, 1999, by and
               between Lee CATV Corporation and Deborah R. Weideman
               incorporated by reference to Exhibit 10.3 to the Current Report
               on Form 8-K filed with the Securities Exchange Commission by
               the Company on December 7, 1999.

                                    -35-
<PAGE>


     10.7      Form of promissory notess issued by TULSAT to David Chymiak and
               to Ken Chymiak Revocable Trust and Susan C. Chymiak Revocable
               Trust dated as of February 7, 2000.

     10.8      Amended and restated loan agreement dated June 30, 1997, by and
               between Bank of Oklahoma, N.A. ("Lender") and Registrant's
               wholly owned subsidiary, Tulsat Corporation, formerly DRK
               Enterprises, Inc., an Oklahoma corporation doing business as
               Tulsat ("Borrower"), as amended through the eighth amendment
               dated as of November 3, 2000.

     21.2      Subsidiaries.

     23.1      Consent of Tullius Taylor Sartain & Sartain LLP.

                                    -36-