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

On October 24, 2008, North American Scientific, Inc. (the "Company") received a letter from The Nasdaq Stock Market ("Nasdaq") indicating that the Company is in compliance with the minimum $2.5 million stockholders' equity requirement for continued listing. As a result of regaining compliance with Nasdaq Marketplace Rules, The Nasdaq Listing Qualifications Panel has determined that the hearing scheduled for October 30, 2008 is no longer necessary. The Company's common stock will continue to be listed on The Nasdaq Capital Market and will continue to trade under the symbol "NASM."

In a related matter, the Company received a letter from Nasdaq dated October 22, 2008 notifying the Company that Nasdaq has suspended enforcement of the bid price and market value of publicly held shares requirements through Friday, January 16, 2009. The Company is currently in a bid price compliance period and as a result of this suspension, the Company will have until May 26, 2009 to regain compliance by achieving a $1 closing bid price for a minimum of 10 consecutive trading days.

The Company issued a press release regarding the notices that it received from Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

99.1 Press release, dated October 27, 2008.

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