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

August 25, 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 8.01 Other Events.

American Spectrum Realty, Inc. (the “Company”) filed a Form 12b-25 Notification of Late Filing on March 31, 2014 (the “Original 12b-25”) confirming that the Company would be delaying the filing of the Company’s Form 10-K for the fiscal year ended December 31, 2013 (the “2013 Form 10-K”).

In the Original 12b-25 the Company disclosed, among other things that, as a result of the departure of the Company’s Chief Financial Officer, the Company is working with its accountants and consultants and reviewing its financial records, including journal entries and account balances related to the Company’s financial statements for the period ended December 31, 2013.  In addition, the Company disclosed that the Company and its consultants are continuing to evaluate the purchase price allocation and disclosures related to the transaction reported in the Form 8-K filed on January 7, 2014 (the “Purchase Price Allocation Issue”).

The Company filed a Current Report on Form 8-K on April 22, 2014, disclosing the records review and the Purchase Price Allocation Issue, and confirming the intention of the Company to file the 2013 Form 10-K as soon as practicable.  As a result of the records review and the Purchase Price Allocation Issue, the Company is delaying the filing of the Company’s Form 10-Q for the quarter ended March 31, 2014 (the “2014 March Form 10-Q”).  The Company continues to work diligently to review its financial records and resolve the Purchase Price Allocation Issue and intends to file the 2013 10-K and the 2014 March Form 10-Q as soon as practicable.

The Company filed a Current Report on Form 8-K on May 29, 2014, disclosing the records review and the Purchase Price Allocation Issue, and their impact on the timing of the filing of the 2013 Form 10-K and the 2014 March Form 10-Q, and the receipt by the Company of correspondence from NYSE MKT LLC (the “Exchange”) advising the Company that it is not in compliance with certain of the Exchange’s continued listing standards.  The Company submitted to the Exchange a compliance plan (the “Plan”) and is working to regain compliance with the applicable continued listing standards within the timeframe specified in the Plan.

On June 25, 2014, the Company received correspondence from the Exchange, notifying the Company that the Exchange accepted the Company's plan and granted the Company extensions to regain compliance with the continued listing standards of the Exchange to no later than July 15, 2014 for the 2013 Form 10-K and no later than August 18, 2014 for the 2014 March Form 10-Q.

On August 4, 2014, the Company received correspondence from the Exchange, notifying the Company that the Exchange accepted the Company's plan and granted the Company further extensions to regain compliance with the continued listing standards of the Exchange to no later than September 2, 2014 for the 2013 Form 10-K and no later than October 3, 2014 for the 2014 March Form 10-Q (collectively, the "Plan Periods").  The Company will be subject to periodic review by the Exchange during the Plan Periods.  Failure to make progress consistent with the Plan or to regain compliance with the continued listing standards by the end of the Plan Periods could result in the Company being delisted from the Exchange.  

On August 19, 2014, the Company received additional correspondence from the Exchange advising that the Company is not in compliance with certain of the Exchange’s continued listing standards and the Company has therefore become subject to the procedures and requirements of Section 1009 of the NYSE MKT Company Guide (the "Company Guide").  The Exchange has advised that in order for the Company to maintain its listing with the Exchange, the Company must submit a plan of compliance (the “Plan”) by September 18, 2014 addressing how the Company intends to regain compliance with the Exchange’s listing requirements by February 19, 2016 (the "Plan Period"). The Exchange’s Issuer Oversight Department will evaluate the Company’s Plan and make a determination as to whether such Plan provides a reasonable demonstration of the Company’s ability to regain compliance within the Plan Period.  If the Exchange accepts the Plan, the Company may be able to continue its listing during the Plan Period subject to periodic reviews by the Exchange to determine whether the Company is making progress consistent with the Plan.

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,” “purpose,” “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.

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.

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Exhibit 99.1

American Spectrum Realty -- NYSE Notice of Non-Compliance

HOUSTON--(BUSINESS WIRE)--August 25, 2014--American Spectrum Realty, Inc. (NYSE/MKT: AQQ) – a real estate investment management and leasing company – today announced the receipt by the Company of correspondence from NYSE MKT LLC (the "Exchange") advising the Company that it accepted the Company's plan to regain compliance with the Exchange's continued listing standards and establishing time periods for the Company to regain compliance.

On March 31, 2014, the Company filed a Form 12b-25 with the Securities and Exchange Commission disclosing that it was unable to file with the SEC its annual report on Form 10-K for the year ended December 31, 2013 (the "2013 Form 10-K") by April 1, 2014 and that it expected to file its annual report as soon as practicable. On April 16, 2014, the Company received correspondence from the Exchange advising the Company that it was not in compliance with the continued listing standards of the Exchange as a result of the failure to timely file the 2013 Form 10-K. The Company submitted to the Exchange on April 30, 2014, a plan of compliance (the "Plan") setting forth the steps intended to be taken by the Company to regain compliance with the NYSE MKT Company Guide no later than July 15, 2014.

On June 25, 2014, the Company received correspondence from the Exchange, notifying the Company that the Exchange accepted the Company's plan and granted the Company extensions to regain compliance with the continued listing standards of the Exchange to no later than July 15, 2014 for the 2013 Form 10-K and no later than August 18, 2014 for the 2014 March Form 10-Q.

On August 4, 2014, the Company received correspondence from the Exchange, notifying the Company that the Exchange accepted the Company's plan and granted the Company further extensions to regain compliance with the continued listing standards of the Exchange to no later than September 2, 2014 for the 2013 Form 10-K and no later than October 3, 2014 for the 2014 March Form 10-Q (collectively, the "Plan Periods"). The Company will be subject to periodic review by the Exchange during the Plan Periods. Failure to make progress consistent with the Plan or to regain compliance with the continued listing standards by the end of the Plan Periods could result in the Company being delisted from the Exchange.

On August 19, 2014, the Company received additional correspondence from the Exchange advising that the Company is not in compliance with certain of the Exchange’s continued listing standards and the Company has therefore become subject to the procedures and requirements of Section 1009 of the NYSE MKT Company Guide (the "Company Guide"). The Exchange has advised that in order for the Company to maintain its listing with the Exchange, the Company must submit a plan of compliance (the “Plan”) by September 18, 2014 addressing how the Company intends to regain compliance with the Exchange’s listing requirements by February 19, 2016 (the "Plan Period"). The Exchange’s Issuer Oversight Department will evaluate the Company’s Plan and make a determination as to whether such Plan provides a reasonable demonstration of the Company’s ability to regain compliance within the Plan Period. If the Exchange accepts the Plan, the Company may be able to continue its listing during the Plan Period subject to periodic reviews by the Exchange to determine whether the Company is making progress consistent with the Plan.

The Company continues to work towards compliance with the Plan and intends to file the 2013 Form 10-K and 2014 March Form 10-Q as soon as practicable.

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 10 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