8-K

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

 Pursuant to Section 13 or 15(d) of

 The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 28, 2012

ATC Venture Group Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-68570	42-1523809
(State or other jurisdiction of  incorporation)	(Commission File Number)	(IRS Employer  Identification No.)

5929 Baker Road, Suite 400

Minnetonka, MN 55345

(Address of principal executive offices, including zip code)

(952) 215-3100

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 28, 2012, the Company received notice from the NYSE American Stock Exchange (“NYSE Amex”) notifying it that NYSE Amex had accepted its plan of compliance and granted it an extension until April 16, 2012 to regain compliance with the NYSE Amex continued listing standards.  A copy of the NYSE Amex letter is furnished as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated March 5, 2012
99.2	Letter from NYSE American Stock Exchange, dated February 28, 2012

SIGNATURES

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

	ATC VENTURE GROUP INC.
Date: March 5, 2012	By:	/s/Robert Davis
		Robert Davis
		Chief Executive Officer, Chief Operating Officer and
		Chief Financial Officer

EX-99.1

NYSE Amex Accepts ATC Venture Group Compliance Plan

Spencer, Iowa, March 5, 2012—(BUSINESS WIRE)— ATC Venture Group Inc. (AMEX:ATC) previously announced that it had received notice from the NYSE American Stock Exchange (NYSE Amex) indicating that the Company is not in compliance with the continued listing standards of the NYSE Amex.  The Company was given the opportunity to submit a plan of compliance to NYSE Amex and did so.

On February, 28, 2012, NYSE Amex notified the Company that it accepted the Company’s plan of compliance and granted the Company an extension until April 16, 2012 to regain compliance with the continued listing standards.  The Company will be subject to periodic review by the NYSE Amex staff during the extension period.  Failure to make progress consistent with the plan or to regain compliance by the end of the extension period could result in the Company being delisted.

For more information, contact: Robert Davis, CEO at 952-215-3100.

EX-99.2