<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JANUARY 27, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
ADVANCED COMMUNICATIONS GROUP, INC.
(Exact name of registrant as specified in its Charter)
Delaware 76-0549396
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
390 South Woods Mill Road, Suite 150
St. Louis, Missouri 63017
(Address of principal executive offices) (Zip Code)
ADVANCED COMMUNICATIONS GROUP, INC.
NON-QUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
-----------------
Richard O'Neal
Chief Executive Officer
Advanced Communications Group, Inc.
390 South Woods Mill Road, Suite 150
St. Louis, Missouri 63017
(Name and Address of Agent for Service)
(314) 205-8668
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
-----------------
<CAPTION>
Title of Proposed Maximum Proposed
Securities Amount to be Offering Price Maximum Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
- ---------------- ------------ ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock 80,000 Shares<F1> $14.00000<F2> $ 847,500.00<F2> $235.61<F2>
Common Stock 220,000 Shares<F1> $ 6.03125<F3> $1,326,875.00<F3> $368.87<F3>
<FN>
<F1> Plus such additional shares as may be issued by reason of stock
splits, stock dividends or similar transactions.
<F2> Pursuant to Rule 457(h)(1) under the Securities Act of 1933 and
based on the exercise price of $14.00 per share with respect to
stock options to purchase 30,000 shares of Common Stock previously
granted under the Advanced Communications Group, Inc. Non-Qualified
Stock Option Plan for Non-Employee Directors (the "Plan"),
$10.50 per share with respect to stock options to purchase 35,000
shares previously granted under the Plan and $4.00 with respect to
stock options to purchase 15,000 shares under the Plan.
<F3> The proposed maximum offering price per share and maximum aggregate
offering price are estimated for the sole purpose of calculating
the amount of the registration fee with respect to the remaining
220,000 shares of Common Stock potentially issuable pursuant to
awards under the Plan that have not yet been made. The fee has
been calculated in accordance with Rules 457(h)(1) and 457(c) under
the Securities Act of 1933. Accordingly, the maximum offering
price per share is based upon the average of the high and low sale
prices of the Common Stock as reported in The Wall Street Journal
for the New York Stock Exchange - Composite Transactions for
January 26, 1999.
</TABLE>
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------------------------------------------------
The following documents filed by Advanced Communications Group,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K dated March 30, 1998
for the fiscal year ended December 31, 1997, and filed with the Commission
on March 31, 1998, as amended by the Company's Annual Report on Form 10-K/A
dated April 30, 1998, and filed with the Commission on April 30, 1998.
(b) 1. The Company's Current Report on Form 8-K dated March 5,
1998 and filed with the Commission on March 5, 1998, as
amended by the Company's Current Report on Form 8-K/A
dated May 4, 1998 and filed with the Commission on May 4,
1998.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998, dated May 14, 1998 and
filed with the Commission on May 15, 1998.
3. The Company's Current Report on Form 8-K dated July 9,
1998 and filed with the Commission on July 9, 1998.
4. The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998, dated August 14, 1998 and
filed with the Commission on August 14, 1998.
5. The Company's Current Report on Form 8-K dated November 10,
1998 and filed with the Commission on November 10, 1998.
6. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998, dated November 13, 1998 and filed
with the Commission on November 16 1998.
7. The Company's Current Report on Form 8-K dated January 14,
1999 and filed with the Commission on January 14, 1999.
(c) The description of the Company's Common Stock, $.0001 par
value per share, as contained in the Company's Registration Statement on
Form 8-A dated February 11, 1998 and filed with the Commission on that
date pursuant to Section 12 of the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of
such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such
II-1<PAGE>
<PAGE>
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
- ----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- -----------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------
Section 145 of the General Corporation Law of Delaware sets forth
provisions pursuant to which directors, officers, employees and agents of
the Company may be indemnified against any liability which they may incur
in their capacity as such, subject to certain limitations. Under the
Company's Restated Certificate of Incorporation, as amended and its
Bylaws, in general, the Company must indemnify any person who was or is
made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal administrative or
investigative by reason of the fact that he or she, or a person of whom
he or she is the legal representative, is or was a director or officer of
the Company, or while a director or officer of the Company, is or was
serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans,
against all expense, liability and loss (including attorney's fees,
judgments, fines, amounts paid or to be paid in settlement, and excise
taxes or penalties arising under the Employee Retirement Income Security
Act of 1974) reasonably incurred or suffered by such person to the
fullest extent authorized by the General Corporation Law of the State of
Delaware, as amended (and as the same may be amended in the future) (the
"Delaware Act"). The right to indemnification described above includes
the right to be paid expenses incurred in defending any proceeding in
advance of its final disposition, provided that if the Delaware Act
requires, such advancements shall be made only upon delivery to the
Company of an undertaking by or on behalf of such director or officer to
repay all amounts so advanced if it shall ultimately be determined that
such director or officer is not entitled to be indemnified under the
Delaware Act or otherwise.
The Company has entered into Indemnification Agreements with
certain of its directors. The Indemnification Agreements generally are to
the same effect as the charter provisions described above.
The Company also maintains liability insurance for the benefit of
its directors and officers.
Item 7. Exemption from Registration Claimed.
- --------------------------------------------
Not applicable.
II-2
<PAGE>
<PAGE>
Item 8. Exhibits.
- -----------------
See the Exhibit Index on page II-7 hereof.
Item 9. Undertakings.
- ---------------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) of this chapter if, in the aggregate, the changes
in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
II-3
<PAGE>
<PAGE>
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chesterfield,
State of Missouri, on January 27, 1999.
ADVANCED COMMUNICATIONS GROUP, INC.
(Registrant)
By: /s/ Richard O'Neal
----------------------------------------
Richard O'Neal
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard O'Neal, William H.
Zimmer III and James F. Cragg and each of them (with full power to each
of them to act alone), his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
II-5<PAGE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C> <C>
/s/ Richard O'Neal Chief Executive Officer and Director )
- ------------------------- (Principal Executive Officer) )
Richard O'Neal )
)
)
/s/ James F. Cragg President, Chief Operations Officer )
- ------------------------- and Director )
James F. Cragg )
)
)
/s/ William H. Zimmer III Executive Vice President, Chief )
- ------------------------- Financial Officer and Director )
William H. Zimmer III (Principal Financial and Accounting )
Officer) )
)
)
/s/ Robert F. Benton Director )
- ------------------------- )
Robert F. Benton )
)
)
/s/ Rod K. Cutsinger Director )
- ------------------------- ) January 27, 1999
Rod K. Cutsinger )
)
)
/s/ Todd J. Feist Director )
- ------------------------- )
Todd J. Feist )
)
)
/s/ Reginald J. Hollinger Director )
- ------------------------- )
Reginald J. Hollinger )
)
)
/s/ David M. Mitchell Director )
- ------------------------- )
David M. Mitchell )
)
)
/s/ Marvin C. Moses Director )
- ------------------------- )
Marvin C. Moses )
)
)
/s/ Fred L. Thurman Director )
- ------------------------- )
Fred L. Thurman )
</TABLE>
II-6<PAGE>
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit
Number<F*>
- ----------
<S> <C>
4.1 Article IV, Article V, Article VI, Article VII and
Article VIII of the Company's Restated Certificate of
Incorporation as amended filed as Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998, dated August 14, 1998 and
filed with the Securities and Exchange Commission on
August 14, 1998 and incorporated herein by reference.
4.2 Article 2 and Article 6 of the Company's Bylaws filed
as Exhibit 3(ii) to the Company's Registration
Statement on Form S-1 (333-37671) filed with the
Securities and Exchange Commission on October 10, 1997
and incorporated herein by reference.
5(i) Opinion of Blackwell Sanders Peper Martin LLP
15 Letter of KPMG LLP with respect to certain unaudited
financial statements of Advanced Communications Group, Inc.
23.1(a) Consent of KPMG LLP with respect to certain
financial statements of Advanced Communications Group, Inc.
23.1(b) Consent of KPMG LLP with respect to certain
financial statements of Advanced Communications Group, Inc.
23.1(c) Consent of KPMG LLP with respect to certain
financial statements of Feist Long Distance Service, Inc.
23.1(d) Consent of KPMG LLP with respect to certain
financial statements of Feist Long Distance Service, Inc.
23.1(e) Consent of KPMG LLP with respect to certain
financial statements of FirsTel, Inc.
23.1(f) Consent of KPMG LLP with respect to certain
financial statements of FirsTel, Inc.
23.1(g) Consent of KPMG LLP with respect to certain
financial statements of Great Western Directories, Inc.
23.1(h) Consent of KPMG LLP with respect to certain
financial statements of Great Western Directories, Inc.
23.1(i) Consent of Hein & Associates with respect to certain
financial statements of Valu-Line of Longview, Inc.
23.1(j) Consent of KPMG LLP with respect to certain
financial statements of Valu-Line of Longview, Inc.
23.1(k) Consent of Ernst & Young LLP with respect to certain financial
statements of KIN Network, Inc.
23.2 Consent of Blackwell Sanders Peper Martin LLP contained in
Exhibit 5(i).
24 Power of Attorney contained on Page II-5 hereof.
<FN>
<F*>Numbers correspond to document numbers in Exhibit Table of Item 601 of
Regulation S-K.
</TABLE>
II-7
<PAGE>
EXHIBIT 5(i)
January 27, 1999
Advanced Communications Group, Inc.
390 South Woods Mill Road, Suite 150
St. Louis, Missouri 63017
RE: Advanced Communications Group, Inc. 1997 Non-Qualified Stock Option
Plan for Non-Employee Directors
We are counsel for Advanced Communications Group, Inc., a Delaware
corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, of 300,000 shares of Common
Stock, $.0001 per share par value of the Company (the "Shares"), to be
issued under the Advanced Communications Group, Inc. 1997 Non-Qualified
Stock Option Plan for Non-Employee Directors (the "Plan").
A Registration Statement on Form S-8 (the "Registration
Statement") with respect to the Shares and the Rights is being filed
concurrently herewith with the Securities and Exchange Commission.
As counsel, we have reviewed the Good Standing Certificate with
respect to the Company issued by the Secretary of State of Delaware
dated January 18, 1999. We have also reviewed the organizational
documents of the Company, including the Restated Articles of
Incorporation and the Bylaws as amended to date. We have also examined
copies of resolutions certified by the Secretary of the Company and
adopted: (i) at meetings of the Board of Directors of the Company held
on October 9, 1997 and October 21, 1998; and (ii) by Written Consent of
Sole Stockholder of the Company and dated as of October 9, 1997. We
have relied, as to these and other factual matters which affect our
opinion, on the Certificate of the Secretary of the Company dated as of
January 27, 1999. We have assumed the genuineness of all signatures and
the authenticity of all items submitted to us as originals and the conformity
with the originals of all items submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares to
be issued pursuant to the Plan are duly and validly authorized, and when
such Shares have been issued and paid for in accordance with the Plan,
such Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5(i) of
the above-mentioned Registration Statement.
BLACKWELL SANDERS PEPER MARTIN LLP
CAA
<PAGE>
Advanced Communications Group, Inc.
390 S. Woods Mill Road, Suite 150
St. Louis, MO 63017
Ladies and Gentlemen:
Re: Registration Statement on Form S-8
With respect to the subject registration statement, we acknowledge our
awareness of the use therein of our report dated May 14, 1998 related to
our review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is
not considered part of a registration statement prepared or certified by
an accountant or a report prepared or certified by an accountant within
the meaning of sections 7 and 11 of the Act.
Very truly yours,
/s/ KPMG LLP
St. Louis, Missouri
January 27, 1999
<PAGE>
EXHIBIT 23.1(a)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Advanced Communications Group, Inc.:
We consent to incorporation by reference in the registration statement
on Form S-8 of Advanced Communications Group, Inc. of our report dated
March 23, 1998, relating to the consolidated balance sheets of Advanced
Communications Group, Inc. as of December 31, 1996 and 1997, and the
related consolidated statements of operations, changes in stockholders'
deficit, and cash flows for the period from inception (June 6, 1996)
through December 31, 1996 and for the year ended December 31, 1997, which
report appears in the Advanced Communications Group, Inc.'s Current Report
on Form 8-K dated March 5, 1998, and filed with the Commission on March 5,
1998, as amended by the Company's Current Report on Form 8-K/A dated
May 4, 1998 and filed with the Commission on May 4, 1998, and the Advanced
Communications Group, Inc.'s Annual Report on Form 10-K dated March 30,
1998, and filed with the Commission on March 31, 1998, as amended by the
Company's Annual Report on Form 10-K/A dated April 30, 1998 and filed with
the Commission on April 30, 1998.
/s/ KPMG LLP
St. Louis, Missouri
January 27, 1999
<PAGE>
EXHIBIT 23.1(b)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Advanced Communications Group, Inc.:
We consent to incorporation by reference in the registration statement
on Form S-8 of Advanced Communications Group, Inc. of our report dated
September 15, 1997, relating to the consolidated balance sheet of Advanced
Communications Group, Inc. as of December 31, 1996, and the related
consolidated statements of operations, stockholders' deficit, and cash flows
for the period from inception (June 6, 1996) through December 31, 1996, which
report appears in the Advanced Communications Group, Inc.'s Annual Report on
Form 10-K dated March 30, 1998, and filed with the Commission on March 31,
1998, as amended by the Company's Annual Report on Form 10-K/A dated April 30,
1998 and filed with the Commission on April 30, 1998.
/s/ KPMG LLP
St. Louis, Missouri
January 27, 1999
<PAGE>
EXHIBIT 23.1(c)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Advanced Communications Group, Inc.:
We consent to incorporation by reference in the registration statement
on Form S-8 of Advanced Communications Group, Inc. of our report dated
March 20, 1998, relating to the balance sheets of Feist Long Distance
Service, Inc. as of December 31, 1996 and 1997, and the related
statements of operations, stockholders' equity, and cash flows for the
years then ended, which report appears in the Advanced Communications
Group, Inc.'s Current Report on Form 8-K dated March 5, 1998, and filed
with the Commission on March 5, 1998, as amended by the Company's Current
Report on Form 8-K/A dated May 4, 1998 and filed with the Commission on
May 4, 1998.
/s/ KPMG LLP
St. Louis, Missouri
January 27, 1999
<PAGE>
EXHIBIT 23.1(d)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Advanced Communications Group, Inc.:
We consent to incorporation by reference in the registration statement
on Form S-8 of Advanced Communications Group, Inc. of our report dated
August 5, 1997, relating to the balance sheet of Feist Long Distance
Service, Inc. as of December 31, 1996, and the related statements of
operations, stockholders' equity, and cash flows for the year then ended,
which report appears in the Advanced Communications Group, Inc.'s Annual
Report on Form 10-K dated March 30, 1998, and filed with the Commission on
March 31, 1998, as amended by the Company's Annual Report on Form 10-K/A
dated April 30, 1998 and filed with the Commission on April 30, 1998.
/s/ KPMG LLP
St. Louis, Missouri
January 27, 1999
<PAGE>
EXHIBIT 23.1(e)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Advanced Communications Group, Inc.:
We consent to incorporation by reference in the registration statement
on Form S-8 of Advanced Communications Group, Inc. of our report dated
February 27, 1998, relating to the balance sheets of FirsTel, Inc. as of
December 31, 1996 and 1997, and the related statements of operations,
stockholders' deficit and cash flows for the each of the years in the
three-year period ended December 31, 1997, which report appears in the
Advanced Communications Group, Inc.'s Current Report on Form 8-K dated
March 5, 1998, and filed with the Commission on March 5, 1998, as amended
by the Company's Current Report on Form 8-K/A dated May 4, 1998 and filed
with the Commission on May 4, 1998.
/s/ KPMG LLP
St. Louis, Missouri
January 27, 1999
<PAGE>
EXHIBIT 23.1(f)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Advanced Communications Group, Inc.:
We consent to incorporation by reference in the registration statement
on Form S-8 of Advanced Communications Group, Inc. of our report dated
September 26, 1997, relating to the balance sheets of FirsTel, Inc. as of
December 31, 1996 and 1995, and the related statements of operations,
stockholders' deficit and cash flows for the years then ended, which
report appears in the Advanced Communications Group, Inc.'s Annual Report
on Form 10-K dated March 30, 1998, and filed with the Commission on
March 31, 1998, as amended by the Company's Annual Report on Form 10-K/A
dated April 30, 1998 and filed with the Commission on April 30, 1998.
/s/ KPMG LLP
St. Louis, Missouri
January 27, 1999
<PAGE>
EXHIBIT 23.1(g)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Advanced Communications Group, Inc.:
We consent to incorporation by reference in the registration statement
on Form S-8 of Advanced Communications Group, Inc. of our report dated
March 20, 1998, relating to the balance sheets of Great Western Directories,
Inc. as of December 31, 1996 and 1997, and the related statements of
operations and cash flows for the year ended January 31, 1996, and for each
of the years in the two-year period ended December 31, 1997, and the related
statements of stockholders' equity for the year ended January 31, 1996, the
eleven months ended December 31, 1996, and the year ended December 31, 1997,
which report appears in the Advanced Communications Group, Inc.'s Current
Report on Form 8-K dated March 5, 1998, and filed with the Commission on
March 5, 1998, as amended by the Company's Current Report on Form 8-K/A dated
May 4, 1998 and filed with the Commission on May 4, 1998.
/s/ KPMG LLP
St. Louis, Missouri
January 27, 1999
<PAGE>
EXHIBIT 23.1(h)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Advanced Communications Group, Inc.:
We consent to incorporation by reference in the registration statement
on Form S-8 of Advanced Communications Group, Inc. of our report dated
October 2, 1997, relating to the balance sheets of Great Western Directories,
Inc. as of January 31, 1996 and December 31, 1996, and the related statements
of operations and cash flows for the years ended January 31, 1995 and 1996,
and December 31, 1996, and the related statements of stockholders' equity for
the years ended January 31, 1995 and 1996 and the eleven months ended December
31, 1996, which report appears in the Advanced Communications Group, Inc.'s
Annual Report on Form 10-K dated March 30, 1998, and filed with the Commission
on March 31, 1998, as amended by the Company's Annual Report on Form 10-K/A
dated April 30, 1998 and filed with the Commission on April 30, 1998.
/s/ KPMG LLP
St. Louis, Missouri
January 27, 1999
<PAGE>
EXHIBIT 23.1(i)
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Advanced Communications Group, Inc.
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8, and the accompanying Prospectus,
of our report on the combined financial statements of Value-Line of
Longview, Inc. as of December 31, 1996, dated May 23, 1997.
/s/ HEIN & ASSOCIATES LLP
HEIN & ASSOCIATES LLP
Houston, Texas
January 27, 1999
<PAGE>
EXHIBIT 23.1(j)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Advanced Communications Group, Inc.:
We consent to incorporation by reference in the registration statement
on Form S-8 of Advanced Communications Group, Inc. of our report dated
March 19, 1998, relating to the combined balance sheets of Valu-Line of
Longview, Inc., Valu-Line of Louisiana, Inc., and Shared Tenant Services
as of December 31, 1997, and the related combined statements of income,
stockholders' equity and cash flows for the year then ended, which report
appears in the Advanced Communications Group, Inc.'s Current Report on
Form 8-K dated March 5, 1998, and filed with the Commission on March 5,
1998, as amended by the Company's Current Report on Form 8-K/A dated May 4,
1998 and filed with the Commission on May 4, 1998.
/s/ KPMG LLP
St. Louis, Missouri
January 27, 1999
<PAGE>
EXHIBIT 23.1(k)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) of Advanced Communications Group, Inc. for the
registration of 300,000 shares of its common stock pertaining to the
Advanced Communications Group, Inc. Non-Qualified Stock Option Plan for
Non-Employee Directors of our report dated March 13, 1998 with respect to
the financial statements of KIN Network, Inc. for the year ended December 31,
1997 included in the Current Report on Form 8-K/A of Advanced Communications
Group, Inc. dated May 4, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Kansas City, Missouri
January 27, 1999
