UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q/A

Amendment No. 1







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended December 31, 2011

OR



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

Commission File Number: 333-169979





Zayo Group,
LLC

(Exact Name of Registrant as Specified in Its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 26-2012549                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

400 Centennial Parkway, Suite 200,

Louisville, CO 80027

(Address of Principal Executive Offices)

(303) 381-4683

(Registrants Telephone Number, Including Area Code)





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   ̈    No  x     The registrant is no longer subject to the
filing requirements of the Exchange Act, but has filed all Exchange Act reports as if it were required to do so.

Indicate by
check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x  No     ̈

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                |  |                           |  |  
|----------------------- |  | ---------------------------------------------- |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                              |  | Accelerated filer         |  |  ̈
|                        |  |                                                | 
|Non-accelerated filer   |  | x  (Do not check if a small reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).     Yes   ̈    No  x









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ITEM 6. EXHIBITS

EXPLANATORY NOTE

This First Amended Quarterly Report on Form 10-Q/A is being filed solely
to file the exhibit 10.4 which was inadvertently omitted from the original filing. No other changes have been made to the Form 10-Q.



|            |  |                                                                                                                               
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                        
|            | 
|10.4        |  | Asset Purchase Agreement by and among Mercury Marquis Holdings, LLC and Zayo Colocation, Inc. dated as of December 30, 2011.  
|            | 
|31.1        |  | Certification of Chief Executive Officer of the Registrant, pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934.
|            | 
|31.2        |  | Certification of Chief Financial Officer of the Registrant, pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934.



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        |  |                 |  |                        
|----------------------- |  | --------------- |  | -----------------------
|                        |  | ZAYO GROUP, LLC
|                        |  |                
|Date: February 27, 2012 |  | By:             |  | /s/ Dan Caruso         
|                        |  |                 |  | Dan Caruso             
|                        |  |                 |  | Chief Executive Officer
|                        |  |                
|Date: February 27, 2012 |  | By:             |  | /s/ Ken desGarennes    
|                        |  |                 |  | Ken desGarennes        
|                        |  |                 |  | Chief Financial Officer