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                                  FORM 10-K/A
                                AMENDMENT NO. 1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            ------------------------

(Mark One)

  /X/    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

                                       OR

  / /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

        FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                        COMMISSION FILE NUMBER 001-13875

                            ------------------------

                      ADVANCED COMMUNICATIONS GROUP, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                              <C>
                   DELAWARE                                        76-0549396
        (State or other jurisdiction of                 (IRS Employer Identification No.)
        incorporation or organization)

          390 SOUTH WOODS MILL ROAD,                                  63017
        SUITE 150, ST. LOUIS, MISSOURI                             (Zip Code)
   (Address of principal executive offices)
</TABLE>

       Registrant's telephone number, including area code (314) 205-8668
          Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<S>                                              <C>
              Title of each class                   Name of each exchange on which registered
         $.0001 PAR VALUE COMMON STOCK                    NEW YORK STOCK EXCHANGE, INC.
</TABLE>

          Securities registered pursuant to Section 12(g) of the Act:
                                      NONE
                                (Title of class)

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 / /

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by references in Part III of this Form 10-K or any amendment to
this Form 10-K. /X/

    The aggregate market value of the voting stock held by nonaffiliates of the
registrant, based upon the closing price of such stock on March 18, 1999 as
reported by the New York Stock Exchange, was approximately $64.3 million.

    The number of shares outstanding of the registrant's Common Stock as of
March 18, 1999 was approximately 19,859,262 shares.

                            ------------------------

                      DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

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    The undersigned registrant hereby amends its Form 10-K for the fiscal year
ended December 31, 1998 and filed on March 31, 1999, by restating Item 7 to add
Year 2000 contingency plans and to add quantitative and qualitative disclosures
about market risk.

ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS

GENERAL

    On February 18, 1998, the Company completed its initial public offering
(IPO). In connection with the IPO, the Company simultaneously acquired nine
operating companies and a 49% interest in KIN Network, Inc. (KINNET)
(collectively, the Acquired Companies or the Acquisitions). Prior to February
1998, the Company had not conducted any operations other than those relating to
the IPO and the Acquisitions. Consequently, the actual financial statements
included herein relate only to the parent company prior to February 18, 1998,
but include the results of the Acquired Companies for the period February 18,
1998 to December 31, 1998. Certain pro forma operating information is presented
for comparative purposes as if the IPO and the Acquisitions had occurred on
January 1, 1997.

    The pro forma operating information does not purport to represent the
results of operations of the Company that would have actually occurred if the
IPO and the Acquisitions had in fact occurred on the date stated above. Since
the Acquired Companies were not under common control or management, historical
combined results of operations may not be comparable to, or indicative of,
future performance. The pro forma Consolidated Statements of Operations reflect
the historical results of operations of the Acquired Companies and were derived
from the respective Acquired Companies' financial statements.

    The following table sets forth, for the periods presented, certain pro forma
information relating to the operations of the Company, expressed as a percentage
of revenues, excluding stock-based compensation expense:

<TABLE>
<CAPTION>
                                                                         PRO FORMA
                                                                    YEAR ENDED DECEMBER
                                                                             31
                                                                    --------------------
                                                                      1998       1997
                                                                    ---------  ---------
<S>                                                                 <C>        <C>
Telecommunications revenues.......................................       58.5%      51.6%
Directory revenues................................................       41.5       48.4
                                                                    ---------  ---------
          Total revenues..........................................      100.0      100.0
Cost of services..................................................       62.6       56.5
Selling, general and administrative expenses......................       37.0       34.4
Depreciation and amortization.....................................        9.5       10.4
                                                                    ---------  ---------
          Income (loss) from operations...........................       (9.1)%      (1.3)%
                                                                    ---------  ---------
                                                                    ---------  ---------
</TABLE>

RESULTS OF OPERATIONS

PRO FORMA RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, COMPARED
TO THE YEAR ENDED DECEMBER 31, 1997

    Pro forma revenues for the year ended December 31, 1998 increased 27.9% to
$114.2 million from $89.3 million in 1997. Pro forma revenues from
telecommunication services were $66.9 million and 58.5% of pro forma total
revenues, compared to $46.0 million and 51.6% of total pro forma revenues in
1997. The $20.8 million, or 45.2%, increase in telecommunications revenues is
due primarily to increased local service revenue as the Company implemented
aggressive sales and marketing of local services in addition to long distance
services. Pro forma local service revenue in 1998 was $20.4 million compared to
$1.6 million in 1997. At December 31, 1998, the Company had approximately
125,000 local access lines in service compared to 18,000 at December 31, 1997.

                                       3
<PAGE>
    Pro forma directory revenues for the year ended December 31, 1998 increased
9.5% to $47.3 million from $43.2 million in 1997. The Company distributed
twenty-three directories in 1998 and twenty-four directories in 1997. Two
directories, which accounted for $.9 million of revenue in 1997, were
discontinued in 1998. This decrease in revenue was offset by $2.6 million of
revenue for another directory that was recognized in 1998 but not in 1997
because the timing of distribution resulted in no revenue in 1997. The Company
does not recognize revenue from a directory until a directory is substantially
delivered. Excluding the impact of these nonrecurring directories, pro forma
revenues from recurring directories increased 5.7%.

    Pro forma cost of services for the year ended December 31, 1998 increased to
$71.5 million from $50.4 million in 1997, an increase of 41.7%. Pro forma cost
of services as a percentage of pro forma total revenues was 62.6% in 1998
compared to 56.5% in 1997. The higher cost percentage in 1998 is due to the mix
of services provided as the telecommunications segment represents a larger
portion of services. Telecommunication cost of service was $49.4 million, or
73.8% of telecommunications revenues for the year ended December 31, 1998,
compared to pro forma cost of telecommunications services of $29.7 million, or
64.5% of pro forma telecommunications revenues in 1997. The higher cost of
providing telecommunications service in gross dollars is due to the increase in
local service. The increase in operating costs of the telecommunications segment
as a percentage of telecommunications revenues in 1998 is due to higher volume
of lower margin local service. Local service revenue accounted for 17.9% of
revenues in 1998 compared to 1.8% in 1997. When the Company is able to deploy
its own local switching facilities, the Company expects to transition its resale
customers to its own switch-based facilities. The Company believes that it will
be able to achieve higher gross margins by providing telecommunications services
on its own network than it can currently obtain by reselling the services of the
incumbent providers. The lower gross margin of the telecommunications segment in
1998 is partially offset by higher gross margins of the directory segment. The
cost of directory services in 1998 was $22.1 million, or 46.7% of directory
revenue, compared to directory costs of $20.8 million, or 48.0% of directory
revenue, in 1997. The lower cost of directory services as a percentage of sales
is due to incremental advertising revenues from recurring directories exceeding
the direct incremental cost associated with those revenues.

    Pro forma selling, general and administrative expenses for the year ended
December 31, 1998, increased to $42.3 million from $30.7 million in 1997. The
increase in gross dollars is due primarily to the direct costs associated with
the higher sales volume. As a percentage of total revenues, pro forma selling
and administrative costs were 37.0% in 1998, and 34.4% in 1997. The expense rate
increased in 1998 due to general and administrative costs associated with the
Company's new organization structure as a public company. The Company expects
that its selling, general and administrative costs will increase as the Company
undertakes more aggressive sales and marketing programs to develop its
businesses.

    Pro forma depreciation and amortization was approximately $10.9 million in
1998, compared to $9.3 million in 1997. Pro forma depreciation and amortization
includes approximately $8.3 million of amortization in both periods relating to
intangible assets resulting from the Acquisitions. The Company expects that its
depreciation and amortization will continue to increase as the Company
implements its strategy of installing its own network and facilities.

    Stock-based compensation expense of $1.8 million was recognized in the year
ended December 31, 1998, compared to $.9 million in 1997. This expense relates
to 300,000 stock options issued in December 1997. The options vested equally
over a three-month period from the date of the grant. These amounts represent
the total compensation expense based on the estimated fair market value of the
options on the date of the grant and the exercise price.

    Pro forma interest expense was approximately $2.0 million in 1998 compared
to $.8 million in 1997. The increase in interest expense is due to borrowings
under the Company' revolving credit agreement used for general corporate
purposes including financing 1998 capital expenditures.

                                       4
<PAGE>
    Pro forma 1998 results include a $2.4 million loss relating to the Company's
sale of its entire 49% interest in KINNET back to the original owner of KINNET
for $10.0 million in cash, 225,000 shares of the Company's common stock, valued
at $0.9 million, and the indefeasible right to use (IRU) certain network
facilities of KINNET valued at $7.0 million. The sale of the KINNET stock
resulted in a $2.4 million loss due to the tax impact associated with this sale.
This tax impact is considered a component of other income (expense) rather than
a component of income tax expense. The effect of this transaction allowed the
Company to realize the benefit of net operating losses.

    Pro forma income tax benefit was $5.6 million in 1998 compared to $2.2
million income tax expense in 1997. The decrease is due to higher operating
losses in 1998 than in 1997.

    Pro forma net loss was $10.7 million, or $.54 per share, in 1998, compared
to pro forma net loss of $5.6 million, or $.28 per share, in 1997. The increase
in net loss includes the effect of the following items: a loss on the sale of
KINNET of $2.4 million, a tax credit of $1.2 million from eliminating a
valuation allowance relating to the realization of future income tax benefits
and stock-based compensation expense of $1.8 million. Excluding these items, pro
forma net loss for the year ended December 31, 1998, would have been $8.3
million, or $.42 per share, compared to net loss of $5.0 million, or $.25 per
share, in 1997. The increase in net loss excluding these items is due primarily
to the increase in local service business as this product has lower margins than
the Company's other services. Also impacting the higher net loss in 1998 is the
aforementioned increase in selling and administrative costs.

    Pro forma earnings before interest, taxes, depreciation, amortization,
equity interest in KINNET and stock-based compensation expense (EBITDA) was
positive $.4 million for the year ended December 31, 1998, a decrease from $8.2
million in 1997. The decrease is primarily due to lower earnings from the
telecommunications operations in 1998, offset partially by higher earnings from
the Company's directory publishing segment. EBITDA is a measure commonly used in
the telecommunications industry and is presented to assist in understanding the
Company's operating results and is not intended to represent cash flow or
results of operations in accordance with generally accepted accounting
principles. EBITDA may not be comparable to similarly titled disclosures of
other companies or could be defined differently.

    The Company did not complete the Acquisitions until February 18, 1998;
therefore, actual results include only the activity of the Acquired Companies
from February 18, 1998 to December 31, 1998. For the year ended December 31,
1998, actual loss from operations was $13.8 million and net loss was $11.3
million, or $.61 per share. Excluding the loss on sale of KINNET of $2.4
million, the benefit from the valuation allowance reversal of $1.2 and the
stock-based compensation expense of $1.8 million, the Company had a net loss of
$9.0 million, or $.48 per share. The Company had no operating revenues in 1997
and was engaged principally in activities relating to the IPO.

LIQUIDITY AND CAPITAL RESOURCES

    The Company's working capital at December 31, 1998 was $.8 million and its
ratio of current assets to current liabilities was 1.02.

    On February 18, 1998, the Company completed its IPO and simultaneously
acquired nine operating companies and a 49% interest in another company. Cash
proceeds from the offering, net of offering costs, were $99.9 million. Of this
amount, $84.1 million was used to pay the cash portion of the purchase price of
the acquired companies, $3.6 million was used to retire debt of the Company and
the Acquired Companies, and $1.75 million was paid to a stockholder of the
Company for a five-year non-compete agreement. Consequently, available cash
remaining from the offering was approximately $10.5 million.

    When the initial public offering occurred the Company was engaged in
negotiating a line of credit facility for $25.0 million with a financial
institution. The amount of such a facility with the residual cash from the
offering, was considered adequate to cover the costs of integrating the
Company's operations and providing for its initial working capital needs. In
August 1998, the Company finalized its arrangements with

                                       5
<PAGE>
the financial institution for a $25.0 million, one-year revolving credit
facility and, at December 31, 1998, had drawn down $17.0 million against this
facility.

    From the date of the initial public offering on February 18, 1998, through
December 31, 1998, the Company experienced an after-tax use of cash in
operations of $8.8 million. This is due primarily to start-up costs included in
selling, general and administrative expense and line acquisition costs related
to the Company's growing local access business. During this period, the Company
also invested $16.7 million in additional property and equipment, including the
development of integrated back-office systems and furniture, fixtures and
computer equipment for its 24 sales offices. Because of its net use of cash in
operations, the Company used $17.0 million from the CIBC credit facility to
finance these additions to property and equipment.

    Management recognized that additional sources of cash would be required to
implement the Company's BUILD SMART strategy for capital expenditures, to effect
further acquisitions, and to re-finance the one-year CIBC credit facility. On a
forward-looking basis, the Company's capital expenditure budget calls for
spending approximately $226.0 million over the five-year period beginning in
1999. This plan calls for expenditures of approximately $58.0 million in 1999,
$54.0 million in 2000, $44.0 million in 2001, $37.0 million in 2002, and $33.0
million in 2003. Substantially all of these expenditures will be for the
deployment of cost-efficient network facilities. Assuming these capital
expenditures were financed with a combination of high yield debt, bank debt and
equipment financing, management estimates that the Company's cash from
operations will turn positive in 2002. Alternatively, if these expenditures are
postponed because no incremental capital is available to the Company, management
believes the Company's strategy would be modified to focus solely on operations
that currently produce positive cash flow.

    Prior to and since finalization of the CIBC credit facility, management has
explored a number of financing options, including the issuance of high yield
debt, long-term bank financing, and equipment financing. However, because of a
general tightening in the markets for new credit, the Company's underwriters and
potential creditors have repeatedly advised management of the need for either an
equity infusion or sale of certain assets in order to support any substantive,
long-term credit facility.

    This condition led management to evaluate the utility value of the Company's
assets and to explore the possibility of a private equity infusion and
subordinated debt. In the course of evaluating its assets the 49% interest in
KINNET was identified as an asset with a substantial liquidation value and one
with an operational value that could be leveraged to provide significant future
benefits. Accordingly, in November 1998, management began negotiations with the
original owner of KINNET for the sale of the Company's interest. In December
1998, the Company sold this interest back to its original owner for $10.0
million in cash, 225,000 shares of the Company's common stock (valued at $0.9
million), and the indefeasible right to use certain network facilities of KINNET
(valued at $7.0 million).

    In addition to selling the KINNET interest, management has considered and
continues to consider various possibilities for the sale of certain assets or
businesses. The Company also continues to explore proposals for raising private
equity. If consummated, these alternatives would represent a means of generating
sufficient liquidity to facilitate a debt offering, a financing that is critical
to implementing the Company's business strategy.

FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION

ANTICIPATED OPERATING LOSSES AND NEGATIVE CASH FLOWS

    Although the Company was EBITDA positive on a pro forma basis in 1998, the
Company expects to generate losses and expects to become EBITDA negative while
it focuses on further development of its telecommunications services business.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations." There can be no assurance that the Company will be able to
sufficiently

                                       6
<PAGE>
increase its revenue base or to achieve and sustain profitability and generate
sufficient cash flows to meet its working capital, capital expenditure and debt
service requirements, which could have a material adverse effect on the Company.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

INCREASED LEVERAGE; ABILITY TO SERVICE INDEBTEDNESS

    As of December 31, 1998, the Company had total consolidated indebtedness of
$35.2 million and stockholders' equity of $131.2 million. To fully implement the
Company's current development plans and to fund any future expansion not
contemplated by the Company's current development plans, the Company will be
required to secure additional financing.

    The Company's degree of financial and operating leverage could have
important consequences to the Company's future prospects, including the
following: (i) limiting the ability of the Company to obtain additional
financing for its working capital, capital expenditure and debt service
requirements or other purposes; (ii) requiring that a substantial portion of the
Company's cash flow from operations, if any, be dedicated to the payment of
principal of and interest on its indebtedness; (iii) limiting its flexibility in
planning, or reacting to, changes in its business; (iv) making the Company more
highly leveraged than some of its competitors, which may place it at a
competitive disadvantage; (v) making it more difficult for the Company to meet
its obligations; and (vi) making the Company more vulnerable to a downturn in
its business or in the markets in which it operates. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

    The Company's ability to meet its debt service obligations with respect to
existing and future indebtedness will depend upon its revenue generating
capacity and ability to control expenses, which will be affected by prevailing
economic conditions and financial, business and other factors, many of which are
beyond the Company's control. There can be no assurance that the Company's
operations will generate sufficient cash flow at levels that will be sufficient
to repay its indebtedness.

SIGNIFICANT CAPITAL REQUIREMENTS AND NEED FOR ADDITIONAL FINANCING

    Implementation of the Company's current development plans and the funding of
anticipated operating losses will require significant capital. The Company
currently estimates that its aggregate capital requirements for network
deployment planned through the end of 2000 will be approximately $112.0 million.
In addition, the Company will continue to evaluate additional revenue-generating
opportunities and other strategic initiatives in each of its businesses and, if
attractive opportunities develop, it may determine to make the investments
necessary to enable the Company to realize all of its strategic objectives. The
Company's failure to generate or raise sufficient funds may compel it to delay
or forego expansion plans or opportunities. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and Capital
Resources."

    ADG's expectations of future capital requirements are based on the Company's
current estimates. The amount and timing of the Company's capital requirements
could change if, among other things, (i) ADG's current development plans or
revenue or cost projections change or prove to be inaccurate, (ii) the Company
pursues additional revenue-generating opportunities or effects any significant
acquisitions or joint ventures, or (iii) the Company alters the schedule or
scope of its network deployment plans. The amount and timing of the Company's
capital requirements may also change as a result of the demand for its products
and services and regulatory, technological and competitive developments
affecting the Company (including new opportunities). There can be no assurance
that the Company's actual capital requirements will not be significantly higher
or lower than its current estimates.

                                       7
<PAGE>
TELECOMMUNICATIONS BUSINESS DEVELOPMENT AND EXPANSION RISKS

    The success of the Company's telecommunications services business depends,
among other things, upon the Company's ability to assess potential markets;
obtain and maintain required governmental and regulatory authorizations,
franchises and permits; secure financing; market to, sell and provision new and
existing customers; implement needed interconnections and collocations with ILEC
facilities; lease adequate trunking capacity from ILECs or other CLECs; purchase
and install switches; develop and implement efficient OSS and other back office
systems; control costs; and attract, assimilate and retain additional qualified
sales and technical personnel.

YEAR 2000 ISSUE

    The Year 2000 issue is a matter of worldwide concern for telecommunications
carriers and affects many aspects of the technology including the computer
systems and software applications that are essential for network administration
and operations. A significant portion of the voice and data network equipment,
and many network management devices have date-sensitive processing which enables
basic network operations as well as administration including functions such as
service activation, fault remediation and billing.

    ACG has evaluated the state of Year 2000 readiness of its computer systems
and software applications. As a result of this and in the course of normal
business operations, ACG's key network and data processing systems have been
upgraded or replaced. Vendors of these systems have represented to ACG that the
systems are now compatible with the Year 2000 issue without further
modification. ACG requires confirmation and warranty of Year 2000 compatibility
in its requests for proposals and purchase agreements from or with equipment and
software vendors. ACG currently operates some ancillary, non-essential systems
that may not be compatible with the Year 2000; however, ACG is executing plans
to replace or upgrade these systems by October 31, 1999. Failure of ACG's
computer-based systems and software applications to accommodate the Year 2000
could have a material adverse effect on ACG's business, financial condition,
results of operations, and cash flow.

    As a common carrier, ACG interconnects its network with those of other LEC's
and IXC's to provide service to its subscribers. If the networks of these
interconnecting carriers or those that they interconnect with are not compatible
with the Year 2000 issue and experience operational impairments as a result, it
could have a material, adverse affect on ACG and its network. Most major
domestic carriers have indicated that they are addressing issues related to the
Year 2000 in their own networks and anticipate being fully compatible with the
issue by mid-year 1999. However, other domestic and international carriers alike
may not be compatible with the Year 2000 when it arrives. ACG cannot predict
what effect their lack of compatibility would have on its operations.

    ACG intends to continue to monitor the readiness disclosure and status of
key carriers and industry groups and will continue to monitor the status of its
own operating and support systems with the intent of identifying and resolving
any Year 2000 related issues before they detrimentally affect ACG or its
operations. As part of this continuing effort, ACG may need to replace, upgrade,
or re-program some of its computer-based systems in addition to those already
slated for improvement. ACG believes that any such additional improvements can
be completed within the currently budgeted amount of $500,000.

    ACG is developing contingency plans for Year 2000 issues. These contingency
plans will be an integral part of disaster recovery plans and will include
response teams of key personnel, vendors and consultants. Certain aspects of the
contingency plans are as follows:

    NETWORK ELEMENTS--Network elements include systems, components, or software
that directly affect telecommunications switching, transmission and reception
equipment, including but not limited to, computer-based switches, routers and
amplifiers. These systems must continue to be operable with real-time date
sequences including the Year 2000. The company has taken steps to assure itself
of this

                                       8
<PAGE>
readiness. In addition, these systems are critically dependent on electrical
power for continued operations. ACG anticipates no issues from a potential
commercial power interruption resulting from a Year 2000 event because ACG
currently tests and maintains auxiliary power systems including battery backups
and generators intended to provide an uninterrupted power supply for all
essential network elements.

    If any of the essential network elements fail and are unable to operate as a
result of the Year 2000 event, ACG plans to either (i) transfer service to an
alternate switch, if possible; or (ii) implement temporary date modifications to
enable the equipment until a permanent resolution can be established; or (iii)
have an intermediate carrier redirect incoming calls to other carriers for
routing and completion.

    SUPPORT SYSTEMS--Support systems include a variety of systems used in the
operations and maintenance of the network elements. While these systems may not
be essential to the real-time operations of the network, they do play an
important role to allow ACG to efficiently conduct business. ACG believes that
these systems are or will be continuously operable into the Year 2000 without
impairment. However, should these systems experience problems with the Year 2000
date, ACG can continue operations with manual processes until the impairment is
resolved. These support systems are included in the continuing evaluation and
monitoring processes that ACG is conducting.

    ACG's administrative data network (LAN/WAN) also functions as an important
support system for its telecommunications and business operations. Like most
contemporary LAN/WAN systems, this network relies on routers, switches, hubs,
and connecting circuits provided by other carriers to provide consistent and
reliable data support. ACG maintains local backups of data for up to the last
five weeks of operations. In the event of a failure of the LAN/WAN system, the
backup data can be shipped between sites by mail or courier and can be restored
on the network once the impairment has been resolved. ACG's assessment of Year
2000 risks associated with its administrative network indicate that all or most
of the electronic equipment used in that network has been manufactured in the
last two years and as such has been designed with Year 2000 date compatibility
included. ACG has obtained certifications, representations, and warranties of
year 2000 compliance and continued operation through the event from all major
vendors that supply equipment or network services used in the administrative
data network.

    AUXILIARY SYSTEMS--Auxiliary systems, including systems or components such
as payroll, human resources, security and access control, and environmental
systems, are all operated on third party software and hardware. ACG believes
that the limited size and complexity of these systems make it possible to
operate manually if a system fails due to a Year 2000 related issue. ACG intends
to utilize the resources of vendors to either repair the failed system or to
secure a replacement for the failed system if necessary.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    ACG is exposed to minimal market risks based on its current holdings and use
of financial instruments. The Company does not hold or issue any financial
instruments for trading, hedging or speculative purposes. Financial instruments
held for other than trading purposes do not impose a material market risk.

    ACG is exposed to interest rate risk, as additional financing is
periodically needed due to the operating losses and capital expenditures
associated with establishing and expanding ACG's business. The interest rate
that ACG will be able to obtain on debt financing will depend on market
conditions at that time, and may differ from the rates ACG has secured on its
current debt. Additionally, ACG is exposed to interest rate risk on amounts
borrowed against its credit facility as of June 30, 1999. Advances against the
facility periodically renew, at which point the borrowings are subject to the
then current market interest rates, which may differ from the rates ACG is
currently paying on its borrowings. There is no cap on the interest rate payable
on ACG's revolving credit facility. If the interest rates on ACG's revolving
credit facility were to increase by 10% over December 31, 1998 levels, ACG's
annual interest expense would increase by approximately $200,000.

                                       9
<PAGE>
    ACG's business and operations are also exposed to market risks resulting
from changes in commodity prices for paper, ACG's principal raw material.
Certain commodity grades of paper, including the grade ACG uses for its yellow
pages directories, may be volatile. A 10% increase in the cost of directory
grade paper used by ACG over December 31, 1998 levels, would result in an
increase in ACG's annual operating costs of approximately $476,000.

                                       10
<PAGE>
                                   SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment Number 1 to Form 10-K to be signed on
its behalf by the undersigned hereunto duly authorized.

                                          Advanced Communications Group, Inc.

                                          By: /s/ Michael A. Pruss
                                          Name: Michael A. Pruss
                                          Title:Vice President and Chief
                                              Financial Officer

                                          Date: September 27, 1999

                                       11