UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 0-26467
CUSIP NUMBER 391601101
(Check One): [ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form 10-D [ ]Form N-SAR [ ] Form N-CSR
For Period Ended: SEPTEMBER 30, 2006
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition report on Form N-SAR
For the Transition Period Ended:
READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full Name of Registrant: GREATER ATLANTIC FINANCIAL CORP.
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Former Name if Applicable:
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Address of Principal Executive Office (STREET AND NUMBER): 10700 PARKRIDGE
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BOULEVARD
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City, State and Zip Code RESTON, VIRGINIA 20191
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PART II - RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate). [ ]
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on Form
10-D, or portion thereof, will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
(Attach extra sheets if needed.)
Greater Atlantic Financial Corp. (the "Company"), the holding company
for Greater Atlantic Bank (the "Bank"), will be unable to file its
Annual Report on Form 10-K for the fiscal year ended September 30, 2006
by the applicable due date or by the expiration of the applicable
extension period prescribed by SEC Rule 12b-25 and, accordingly, the
Company is not requesting the fifteen-day extension permitted by that
rule. The Company is investigating an un-reconciled inter-company
account between the Bank and Greater Atlantic Mortgage Corporation, the
Bank's wholly-owned mortgage banking subsidiary that has terminated
operations.
As previously reported, on December 26, 2006, the Company's Audit
Committee concluded that, as a result of losses aggregating
approximately $1.4 million discovered in the investigation of the
un-reconciled inter-company account at Greater Atlantic Mortgage
Corporation, the Company's consolidated financial statements for the
quarterly periods ended December 31, 2005 and March 31, 2006 and for
the years ended September 30, 2004 and 2005 should be restated and
should no longer be relied upon.
To facilitate the restatement of the Company's consolidated financial
statements , the Company will amend its previously filed Forms 10-Q for
the periods ended December 31, 2005 and March 31, 2006, and reflect the
as-adjusted amounts for the years ended September 30, 2004 and 2005 in
the Company's Form 10K for the year ended September 30, 2006
Because of the extent of the restatements required, the Company has
concluded that the Form 10-K cannot be filed in the time periods
allotted without unreasonable effort and expense.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
CARROLL E. AMOS (703) 390-0340
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If answer is
no, identify report(s). [ ] Yes [X] No
Form 10-Q for the period ended June 30, 2006
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof? [X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Company will adjust prior financial statements in the amount of
$1.4 million, the amount the investigation disclosed as the losses that
were sustained in Greater Atlantic Mortgage Corporation's warehouse
account over a period of five years. While the loss in any given fiscal
year did not reach a material amount such as to require restatement,
because of the cumulative amount of the loss, the Audit Committee
determined to restate the Company's consolidated financial statements
in accordance with Statement of Accounting Standards 154 and the
Commission's Staff Accounting Bulletin Number 99.
GREATER ATLANTIC FINANCIAL CORP.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: January 2, 2007 By: /s/ Carroll E. Amos
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Carroll E. Amos
President and Chief Executive Officer