8-K

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

Date of Report (earliest event reported):November 14, 2007

EMRISE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-10346	77-0226211
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	file number)	Identification No.)

9485 Haven Avenue, Suite 100

Rancho Cucamonga, California 91730

(Address of principal executive offices) (Zip code)

(909) 987-9220

(Registrant’s telephone number, including area code)

Not applicable

(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:

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

On November 20, 2007, EMRISE Corporation (the “Company”) issued a press release regarding a letter dated November 14, 2007 that the Company received from NYSE Arca Equities, Inc. staff relating to the listing of the Company’s common stock on NYSE Arca. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

d.      Exhibits:

Exhibit No.	Description
99.1	Press release titled “EMRISE Corporation Announces Receipt of NYSE Arca Non-Compliance Letter with Possible 6 Months to Cure” dated November 20, 2007.

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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 thereunto duly authorized.

	EMRISE CORPORATION
Dated: November 20, 2007	By:	/S/ D. JOHN DONOVAN
		D. John Donovan, Vice President of Finance and
		Administration (principal financial officer)

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INDEX TO EXHIBITS ATTACHED TO THIS REPORT

Exhibit No.	Description
99.1	Press release titled “EMRISE Corporation Announces Receipt of NYSE Arca Non-Compliance Letter with Possible 6 Months to Cure” dated November 20, 2007.

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EX-99.1

Exhibit 99.1

	EMRISE
NEWS	CORPORATION
	9485 Haven Avenue Suite 100
	Rancho Cucamonga, CA 91730
	(909) 987-9220 • (909) 987-5186
	www.EMRISE.com

FOR IMMEDIATE RELEASE
CONTACT:	Rory Mackin
John Donovan	Hill & Knowlton
VP Finance & Administration	(212) 885-0455
EMRISE CORPORATION	rory.mackin@hillandknowlton.com
(909) 987-9220 ext. 3201

EMRISE CORPORATION ANNOUNCES RECEIPT OF NYSE Arca NON-COMPLIANCE LETTER WITH POSSIBLE 6 MONTHS TO CURE

RANCHO CUCAMONGA, Calif.—(BUSINESS WIRE) — November 20, 2007 - EMRISE CORPORATION (NYSE Arca:ERI), a multi-national manufacturer of defense, aerospace and industrial electronic devices and communications equipment, today announced that on November 14, 2007, the Company received a letter from NYSE Arca Equities, Inc. staff (“Staff”) indicating that the Company’s common stock price per share does not comply with the minimum $1.00 price required for continued listing by NYSE Arca Equities Rule 5.5(h)(4). The Staff noted that since September 27, 2007, the price per share of the Company’s common stock has averaged below $1.00 for 30 consecutive trading days.

The Company intends to submit to the Staff no later than November 30, 2007, materials that describe how the Company intends to regain compliance with the $1.00 price criteria. Pursuant to the terms of the letter, if the materials submitted by the Company are approved by the Staff, then pursuant to Arca rules, the Company would have six months from the date of the original letter to cure the deficiency by bringing the share price back above $1.00. Specifically, the price condition will be deemed cured if the price exceeds $1.00 per share and the price remains above this level for at least the following 30 trading days.

Pursuant to the materials that the Company intends to submit to the staff, the Company is taking actions which it believes will result in the share price rising above $1.00 and remaining above $1.00 for at least 30 days within the required 6 month period. In particular, the Company believes that the share price will improve based on the closing of the recently announced $23 million pending debt financing, the possibility of future accretive acquisitions, the Company’s expectations for profitability and its optimistic outlook for its two primary growth drivers:  In Flight Entertainment and Communications Products and  TeimPo^TM edge network timing and synchronization products. There can be no assurance that NYSE Arca will accept these materials. If the materials are not accepted, NYSE Arca will commence delisting procedures.

About EMRISE CORPORATION

EMRISE Corporation is a multi-national manufacturer of defense, aerospace and industrial electronic devices and communications equipment. EMRISE’s electronic devices group, which consists of EMRISE Electronics Corporation and its international subsidiaries, provides power conversion, RF and microwave devices, and digital and rotary switches to the North American, European and Asian electronic markets.

EMRISE’s communications equipment group, consisting of CXR Larus Corporation and its subsidiary, CXR Anderson Jacobson, provides network access and communication timing and synchronization products to the North American, European and Asian communications industry. Founded in 1983, EMRISE operates out of facilities in the United States, England, France and Japan. As of October 31, 2007, EMRISE had a total of approximately 300 employees in its various subsidiaries and divisions. Website: www.EMRISE.com. Listed on NYSE Arca under the ticker symbol: ERI.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

With the exception of historical information, the matters discussed in this press release, including without limitation, the timing and content of any compliance material to be prepared by the Company for submission to the Staff, possible approval by the Staff of such materials and granting a 6 month cure period, the possible improvement of the Company’s stock price, the possible closing of the pending debt financing, the possibility of an accretive acquisition and the Company’s expectation of profitability and its optimistic outlook for In Flight Entertainment and Communications Products and  TeimPo^TM edge network timing and synchronization products are all forward-looking statements that involve a number of risks and uncertainties. Actual future events could differ from those statements. Factors that could cause or contribute to such differences include, but are not limited to, any determination that the Staff may make as to the Company’s listing status and compliance, failure of the Company’s stock price to improve, failure to close the pending debt transaction, failure to complete any acquisition or that such acquisition, if completed, is not accretive to earnings, lack of profitability, the inability for the Company to successfully grow either its In Flight Entertainment and Communications products or TeimPo^TM edge network timing and synchronization products businesses, and other risks as contained in the Company’s public statements and its periodic reports and other filings with the Securities and Exchange Commission.