UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 8-KCURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934November 11, 2014Date of Report (Date of earliest event reported) COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

December 29, 2014

Date of Report (Date of earliest event reported)

American Spectrum Realty, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-16785	52-2258674
(State or OtherJurisdiction ofincorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentificationNo.)
(State or Other Jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2401 Fountain View, Suite 750, Houston, Texas 77057

(Address of principal executive offices) (Zip Code)

(713) 706-6200

(Registrant’s telephone number, including area code)

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):

⃞ 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 45.0107. ~~Changes~~Submission inof ~~Registrant’s~~Matters ~~Certifying~~to ~~Accountant~~a Vote of Security Holders

American Spectrum Realty, Inc. (“the “Company”) ~~was~~held ~~notified~~its annual meeting of stockholders on ~~November 11~~December 29, 2014 by(the ~~its~~“2014 ~~independent~~Annual ~~registered~~Meeting”). ~~accountants~~Of the 3,703,142 ~~EEPB~~shares eligible to vote at the 2014 Annual Meeting, P2,791,471 shares, or approximately 75.C4% of the eligible common stock, were voted in person or by proxy. The matters on which the stockholders voted were (~~“EEPB”~~i)~~, that~~ ~~they~~to ~~are~~elect ~~declining~~four directors to ~~stand~~serve ~~for~~until ~~re-election~~the ~~after~~Company’s ~~completion~~next annual meeting of stockholders or until their ~~audit~~successors ofare duly elected and qualified; (ii) to ratify the ~~Company’s~~appointment ~~financial~~of ~~statements~~MaloneBailey, LLP as ofthe ~~and~~Company’s independent auditors for the year ended December 31, ~~2013.~~2014; ~~EEPB~~(iii) ~~cited~~to approve, on an advisory basis, the compensation of the Company’s ~~risk~~named ~~profile~~executive officers; and ~~the limitations~~(iv) to approve, on ~~their~~an ~~internal~~advisory ~~resources~~basis, asthe frequency of the ~~reasons~~future ~~for~~advisory ~~their decision~~votes on executive compensation. The final results of the voting are as follows:

On(i) Election October 30, 2014, EEPB issued an unqualified opinion on the Company’s 2013 and 2012 financial statements, which the Company included in its Annual Report on Form 10-K as filed with the Securities and Exchange Commission on October 31, 2014. Following their opinion paragraph, EEPB included an explanatory paragraph indicating that in their opinion, “[T]he Company has recurring losses from continuing operations and relative low levels of cash and cash equivalents. These conditions raise substantial doubt about its ability to continue as a going concern.” EEPB’s explanatory paragraph contained a reference to Note 3 of the Company’s financial statements, which included the followingdirectors:

As of December 31, 2013, the Company had an equity deficit of $11.5 million and cash and cash equivalents of $2.6 million. Debt obligations that mature and come due in 2014 total $53.7 million. In addition, the Company has $22.2 million in vendor obligations and other accrued liabilities. These liquidity concerns create uncertainty about the Company's ability to meet its ongoing obligations in the normal course of business without the sale of real estate assets. To generate additional liquidity for maturing obligations, management has increased the pace of asset sales in 2014, and expects to continue the process into 2015.

Name of	Number of		Number of		Number of		Number of
Nominee	Votes For		Votes Withheld		Broker Non-Votes		Votes Uncast
Patrick D. Barrett		1,648,925		87,933		1,054,267		346
William J. Carden		1,648,721		88,137		1,054,267		346
Kenneth H. White		1,679,944		56,914		1,054,267		346
D. Brownell Wheless		1,648,925		87,933		1,054,267		346

~~Subsequent~~(ii) Ratify to the ~~date~~appointment of ~~EEPB’s unqualified opinion on November 7~~MaloneBailey, ~~2014,~~ ~~EEPB~~LLP ~~informed~~as the Company’s ~~Audit~~independent ~~Committee~~auditors offor ~~certain internal control deficiencies that were disclosed by~~ the ~~Company~~year inended ~~its~~December ~~2013 Annual~~31, ~~Report on Form 10-K within Item 9A - Controls and Procedures.~~ 2014:

During the past two fiscal years and the related interim reporting periods preceding the date of EEPB’s November 11, 2014 notification, there have been no disagreements with EEPB on any matter of accounting principles or practices, financial statement disclosure or audit scope or procedure, which would have caused EEPB to make reference to such disagreements in connection with its reports.

Number of

Votes For

Votes Against

Votes Abstaining

Broker Non-votes

Votes Uncast

2,664,568

5,689

121,214

~~The~~(iii) Approval, ~~Company’s~~on ~~Audit~~an ~~Committee~~advisory ~~has~~basis, ~~accepted~~of ~~EEPB’s~~the ~~resignation~~compensation ~~and~~of ~~is actively~~the ~~seeking~~Company’s tonamed ~~engage~~executive ~~new independent auditors for its 2014 fiscal year that ends on December 31, 2014.~~ officers:

The Company provided EEPB with a copy of the disclosure made in this Current Report on Form 8-K and requested that EEPB furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the disclosures. A copy of such letter, dated November 14, 2014, is filed as Exhibit 16.1 to this report.

Number of

Votes For

Votes Against

Votes Abstaining

Broker Non-votes

Votes Uncast

1,652,668

67,726

16,810

1,054,267

~~Item~~(iv) Approval, ~~8.01.~~on ~~Other~~an ~~Events~~advisory basis, of the frequency of the future advisory votes on executive compensation:

On November 14, 2014, American Spectrum Realty, Inc. issued a press release regarding Item 4.01, described above. A copy of the press release is filed as Exhibit 99.1 to this report.

One

Two

Three

Number of

Year

Years

Abstain

Broker Non-votes

Votes Uncast

1,663,065

8,748

57,228

7,964

1,054,267

199

~~Item~~With 9respect to the non-binding advisory vote on the frequency of future executive compensation advisory votes, approximately 59.016% of the votes cast were in favor of holding the advisory vote annually. ~~Financial~~In ~~Statements~~light ~~and~~of ~~Exhibits~~such vote, the Board has determined that on an annual basis the Company will include in its proxy materials a shareholder advisory vote on the compensation of executive officers.

(c)	Exhibits.
	Exhibits.	Description
	16.1	EEPB letter to the SEC dated November 14, 2014
	99.1	Copy of Press Release issued by American Spectrum Realty, Inc. on November 14, 2014

SIGNATURES

~~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.

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.

	AMERICAN SPECTRUM REALTY, INC.


		By:	/s/ William J. Carden
			William J. Carden
			Chairman of the Board, President
			and Chief Executive Officer

Date: January 5, 2015

		AMERICAN SPECTRUM REALTY, INC.
		By:	/s/ William J. Carden
			William J. Carden
			Chairman of the Board, President
			and Chief Executive Officer
Date:	November 14, 2014

Filing Compare · AMERICAN SPECTRUM REALTY INC