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