AQQ American Spectrum Realty, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 11, 2014
Date of Report (Date of earliest event reported)

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 Instructions A.2. below):

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

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

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

⃞ 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.

The Company received notification on November 11, 2014 from the New York Stock Exchange (the “Exchange”) that the Company is not in compliance with NYSE MKT LLC (the “NYSE MKT”) continued listing standards; specifically, the Company is not in compliance with NYSE MKT Company Guide (the “Company Guide”) Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) given that its stockholders’ equity before noncontrolling interest, as reported in its Annual Report on Form 10-K, remains below compliance as of the year ended December 31, 2013, and that the Company has reported losses from continuing  operations and net losses in each of the last five fiscal years.

In its notification, received by the Company on November 11, 2014 the Exchange acknowledged that the Company had resolved the continued listing deficiency with respect to Company Guide Sections 134 and 1101 in that the Company had filed its Form 10-K by the extended due date of October 31, 2014.   The Exchange also reiterated that the Company is still required to file its Forms 10-Q no later than December 31, 2014 and informed the Company that its failure to do so will likely result in the Exchange initiating delisting proceedings.

On September 18, 2014, the Company submitted a plan of compliance to the Exchange that outlined the Company’s initiatives to bring the Company back into compliance with the requirements of Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the Company Guide.  Although the Exchange’s notification, received November 11, 2014, reiterated the Company’s non-compliance, the Exchange further indicated that they had reviewed the Company’s plan of compliance and accepted the plan, granting a plan period through February 19, 2016 for the Company to regain compliance as outlined in its plan of compliance.  The Exchange also stipulated that the Company provide them with quarterly updates concurrent with its interim/annual SEC filings. Additionally, if the Company is not in compliance with the continued listing standards by February 19, 2016, or if the Company does not make progress consistent with its plan of compliance, the Exchange will initiate delisting proceedings as appropriate.

The Exchange correspondence further acknowledged that the Company had resolved its deficiency referenced in the Exchange's letter of October 2, 2014 with respect to Company Guide Section 1003(f)(iv) since the Company had paid its outstanding listing fees.

Although there can be no assurances, the Company expects to regain full compliance with the continued listing standards by February 19, 2016.

Forward-Looking Statements

The Company’s statements contained in this Current Report on Form 8-K that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may differ materially from those included in the forward-looking statements. The Company intends those forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and the Company is including this statement for purposes of complying with those safe-harbor provisions.  Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, intentions and expectations, are generally identifiable by use of the words "expect," "project," "may," "will," "should," "could," "would," "intend," "plan," "propose," "anticipate," "estimate," "believe," "continue," "predict," "potential" or the negative of such terms and other comparable terminology. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

Item 8.01. Other Events

On November 14, 2014, American Spectrum Realty, Inc. issued a press release regarding Item 3.01, described above.  A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(c)     Exhibits.

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.

Exhibit 99.1

American Spectrum Realty -- Notice of Non-Compliance from NYSE MKT

HOUSTON--(BUSINESS WIRE)--November 14, 2014--American Spectrum Realty, Inc. (NYSE/MKT: AQQ) – a real estate investment management and leasing company – today announced that on November 10, 2014, the NYSE MKT LLC (the “Exchange”) responded to the Company’s filing of its 2013 Annual Report on Form 10-K (“Form 10-K”) and the plan of compliance which the Company submitted to the Exchange on September 18, 2014 to address deficiencies with respect to the Company’s stockholders’ equity and net losses.

On September 15, 2014, the Company received correspondence from the Exchange noting that the Company had made a reasonable demonstration of its ability to regain compliance with Section Sections 134 and 1101 of the NYSE MKT Company Guide (the “Company Guide”) and the Exchange agreed to grant the Company an additional extension until October 31, 2014 for the filing of its Form 10-K. The Exchange further agreed that if the Company complied with the October 31, 2014 deadline for filing of its Form 10-K, the Exchange would grant an extension to December 31, 2014 for the Company to file its Quarterly Reports on Form 10-Q for the fiscal quarters ended and ending March 31, June 30 and September 30, 2014 (“Forms 10-Q”).

In its correspondence of November 10, 2014 the Exchange acknowledged that the Company had resolved the continued listing deficiency with respect to Company Guide Sections 134 and 1101 in that the Company had filed its Form 10-K by the extended due date of October 31, 2014. The Exchange also reiterated that the Company is still required to file its Forms 10-Q no later than December 31, 2014, and informed the Company that its failure to do so will likely result in the Exchange initiating delisting proceedings.

In correspondence dated August 19, 2014, the Exchange noted that the Company was not in compliance with Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the Company Guide due to reported losses from continuing operations and net losses in each of the past five fiscal years. On September 18, 2014, the Company submitted a plan of compliance to the Exchange which outlined the Company’s initiatives to bring the Company back into compliance with the requirements of Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the Company Guide. Although the Exchange’s correspondence of November 10, 2014 reiterated the Company’s non-compliance, the Exchange further indicated that they had reviewed the Company’s plan of compliance and accepted the plan, granting a plan period through February 19, 2016 for the Company to regain compliance as outlined in its plan of compliance. The Exchange also stipulated that they be provided with quarterly updates concurrent with the Company’s interim/annual SEC filings. Additionally, if the Company is not in compliance with the continued listing standards by February 19, 2016, or if the Company does not make progress consistent with its plan of compliance, the Exchange will initiate delisting proceedings as appropriate.

The Exchange correspondence further acknowledged that the Company had resolved its deficiency referenced in the Exchange's letter of October 2, 2014 with respect to Company Guide Section 1003(f)(iv) since the Company had paid its outstanding listing fees.

Although there can be no assurances, the Company expects to regain full compliance with the continued listing standards by February 19, 2016.

ABOUT AMERICAN SPECTRUM REALTY, INC.

American Spectrum Realty, Inc. is a real estate investment company that owns, through an operating partnership, interests in office, industrial, retail, self-storage, RV parks, retail, multi-family properties and undeveloped land throughout the United States. American Spectrum Management Group, Inc., a wholly-owned subsidiary of the Company, manages and leases all properties owned by American Spectrum Realty, Inc. as well as for third-party clients, totaling 9 million square feet in multiple states. Website: www.asrmanagement.com

FORWARD LOOKING STATEMENTS

Certain matters discussed in this release are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including the risks and uncertainties of acquiring, owning, operating and disposing of real estate. Such risks and uncertainties are disclosed in the Company's past and current filings with the U.S. Securities and Exchange Commission.

CONTACT:
American Spectrum Realty, Inc.
James Hurn, (713) 706-6200
General Counsel
jhurn@americanspectrum.com