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 AND EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 12, 2007 ----------------- GREATER ATLANTIC FINANCIAL CORP. -------------------------------- (Exact name of registrant as specified in its charter) DELAWARE -------- (State or other jurisdiction of incorporation) 0-26467 54-1873112 - ------------------------ ---------- (Commission File Number) (IRS Employer Identification Number) 10700 Parkridge Boulevard, Suite P50 Reston, Virginia 20191 - ----------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (703) 391-1300 -------------- (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: [ ] 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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE ------------------------------------------------------------------ OR STANDARD; TRANSFER OF LISTING -------------------------------- On February 12, 2007, Greater Atlantic Financial Corp. (the "Company"), the holding company for Greater Atlantic Bank (the "Bank'), issued a news release announcing that on February 6, 2007, it received a Nasdaq Additional Staff Determination Letter indicating that the Company's failure to maintain the minimum of $10,000,000 stockholders' equity requirement for continued listing on The Nasdaq Global Market as set forth in Marketplace Rule 4450(a)(3) serves as an additional basis for delisting the Company's securities from The Nasdaq Stock Market. The Letter is formal notification that the Nasdaq Listing Qualifications Panel (the "Panel") will consider this matter in rendering a determination regarding the Company's continued listing on The Nasdaq Global Market. In its SEC Form 10-K for the period ended September 30, 2006, the Company reported stockholders' equity of $8,850,000. In these circumstances, the Company will not make a presentation to the Panel considering the Company's continued listing on The Nasdaq Global Market. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- Exhibit 99.1 News Release dated February 12, 2007. 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. GREATER ATLANTIC FINANCIAL CORP. Date: February 12, 2007 By: /s/ Carroll E. Amos ---------------------------------------- Carroll E. Amos President and Chief Executive Officer Date: February 12, 2007 By: /s/ David E. Ritter ---------------------------------------- David E. Ritter Senior Vice President and Chief Financial Officer