<PAGE> 1


                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM _____________ TO ______________.

                         COMMISSION FILE NUMBER: 0-26467


                        GREATER ATLANTIC FINANCIAL CORP.
                  ---------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

              DELAWARE                                        54-1873112
              --------                                        ----------
      (State or other jurisdiction of                      (I.R.S. Employer
      incorporation or organization)                       Identification No.)

                      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)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X    No

    At August 5, 2002, there were 3,012,434 shares of the registrant's Common
                  Stock, par value $0.01 per share outstanding



<PAGE> 2



                        GREATER ATLANTIC FINANCIAL CORP.
                         QUARTERLY REPORT ON FORM 10-QSB
                       FOR THE QUARTER ENDED JUNE 30, 2002

                                TABLE OF CONTENTS


PART I.  FINANCIAL INFORMATION                                          PAGE NO.
------------------------------                                          --------

Item 1. Financial Statements

      Consolidated Statements of Financial Condition
      June 30, 2002 (unaudited) and September 30, 2001 (audited)..............3

      Consolidated Statements of Operations (unaudited) Three and
      nine months ended June 30, 2002 and June 30, 2001.......................4

      Consolidated Statements of Comprehensive Income (unaudited) Nine
      months ended June 30, 2002 and June 30, 2001............................5

      Consolidated Statements of Changes in Stockholders' Equity
      (unaudited) Nine months ended June 30, 2002 and June 30, 2001...........5

      Consolidated Statements of Cash Flows (unaudited) Nine months
      ended June 30, 2002 and June 30, 2001...................................6

      Notes to Consolidated Financial Statements..............................8

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations...........................................13
Item 3.  Quantitative and Qualitative Disclosures about Market Risk..........24

PART II.  OTHER INFORMATION
---------------------------

Item 6.  Exhibits and Reports on Form 8-K....................................25


SIGNATURES...................................................................26
----------



<PAGE> 3
<TABLE>
<CAPTION>


                                 GREATER ATLANTIC FINANCIAL CORP.
                  CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)

                                                                             June 30,           September 30,
                                                                               2002                 2001
                                                                          ---------------       --------------
                                                                           (Unaudited)
                                                                                   (dollars in thousands)
 <S>                                                                          <C>                  <C>
 Assets
 Cash and cash equivalents                                                    $  1,215             $  1,456
 Interest bearing deposits                                                       1,600                1,962
 Investment securities
    Available-for-sale                                                         195,307              146,366
    Held-to-maturity                                                            18,724               22,739
    Trading                                                                          -                1,312
 Loans held for sale                                                             8,137               14,683
 Loans receivable, net                                                         250,686              164,603
 Accrued interest and dividends receivable                                       3,005                2,777
 Deferred income taxes                                                           1,520                1,520
 Federal Home Loan Bank stock, at cost                                           6,140                3,910
 Premises and equipment, net                                                     7,810                6,350
 Goodwill                                                                        1,284                1,284
 Prepaid expenses and other assets                                               2,521                1,642
                                                                          ----------------      ---------------
                   Total assets                                               $497,949             $370,604
                                                                          ===============       ===============
Liabilities and stockholders' equity
Liabilities
Deposits                                                                     $265,197              $229,982
Advance payments from borrowers for taxes and insurance                           289                   220
Accrued expenses and other liabilities                                          2,778                 1,399
Income taxes payable                                                                -                     -
Advances from the FHLB and other borrowings                                   199,867               117,823
                                                                          ---------------       ---------------
Total liabilities                                                             468,131               349,424
                                                                          ---------------       ---------------
Commitments and contingencies

                                                                          ---------------       ---------------
Guaranteed convertible preferred securities of subsidiary trust                 9,346                     -
                                                                          ---------------       ---------------
Stockholders' Equity
   Preferred stock $.01 par value - 2,500,000 shares authorized,
       none outstanding                                                             -                     -
   Common stock, $.01 par value - 10,000,000
       shares authorized; 3,012,434 shares outstanding                             30                    30
   Additional paid-in capital                                                  25,152                25,132
   Accumulated deficit                                                         (2,954)               (3,450)
   Accumulated other comprehensive loss                                        (1,756)                 (532)
                                                                          ---------------       ---------------
Total stockholders' equity                                                     20,472                21,180
                                                                          ---------------       ---------------
Total liabilities and stockholders' equity                                   $497,949              $370,604
                                                                          ===============       ===============

</TABLE>

                                                    3

<PAGE> 4
<TABLE>
<CAPTION>


                                         GREATER ATLANTIC FINANCIAL CORP.
                                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                                 Three Months Ended                     Nine Months Ended
                                                                      June 30,                               June 30,
                                                         ------------------------------------   -----------------------------------
                                                               2002               2001               2002               2001
                                                         -----------------   ----------------   ---------------   -----------------
                                                                                 (dollars in thousands)
<S>                                                           <C>                <C>               <C>                 <C>
Interest income
  Loans                                                          $3,519             $3,239           $10,209              $9,433
  Investments                                                     2,013              2,899             5,706               8,472
                                                         -----------------   ----------------   ---------------   -----------------
Total interest income                                             5,532              6,138            15,915              17,905
                                                         -----------------   ----------------   ---------------   -----------------
Interest expense
  Deposits                                                        1,975              3,031             6,463               8,766
  Borrowed money                                                  1,618              1,380             3,588               4,431
                                                         -----------------   ----------------   ---------------   -----------------
Total interest expense                                            3,593              4,411            10,051              13,197
                                                         -----------------   ----------------   ---------------   -----------------
Net interest income                                               1,939              1,727             5,864               4,708
Provision for loan losses                                           110                  8               539                  54
                                                         -----------------   ----------------   ---------------   -----------------
Net interest income after provision for loan losses               1,829              1,719             5,325               4,654
                                                         -----------------   ----------------   ---------------   -----------------
Noninterest income
  Fees and service charges                                          234                297               704                 729
  Gain on sale of loans                                           1,939              1,363             5,753               2,901
  Gain (loss) on sale of investment securities                       81                  6               150                  21
  Gain on sale of real estate owned                                   -                  1                 -                  46
  Other operating income                                              5                 (1)                5                   4
                                                         ----------------   ----------------   ---------------   -----------------
Total noninterest income                                          2,259              1,666             6,612               3,701
                                                         ----------------   -----------------   ---------------   ----------------
Noninterest expense
   Compensation and employee benefits                             1,843              1,690             5,575               4,266
   Occupancy                                                        436                466             1,318               1,169
   Professional services                                            211                202               526                 646
   Advertising                                                      250                127               637                 376
   Deposit insurance premium                                         11                  9                32                  25
   Furniture, fixtures and equipment                                210                179               621                 475
   Data processing                                                  304                238               846                 635
   Provision for loss on real estate owned                            -                 (3)                -                   -
   Other real estate owned expenses                                   -                  3                 -                   3
   Other operating expenses                                         654                521             1,874               1,365
                                                         ----------------   -----------------   ---------------   ----------------
Total noninterest expense                                         3,919              3,432            11,429               8,960
                                                         ----------------   -----------------   ---------------   ----------------
Loss before income tax provision                                    169                (47)              508                (605)
                                                         ----------------   -----------------   ---------------   ----------------
Income tax provision                                                  -                  -                12                   -
                                                         ----------------   -----------------   ---------------   ----------------
Net income (loss)                                                 $ 169              $ (47)            $ 496              $ (605)
                                                         ================   =================   ===============   ================
Basic and diluted earnings (loss) per share                      $ 0.06            $ (0.02)            $0.16              $(0.20)
Basic weighted average shares                                 3,012,434          3,007,434         3,009,742           3,007,434
Basic and diluted weighted average shares                     3,036,593          3,007,434         3,031,190           3,007,434
</TABLE>


                                                          4
<PAGE> 5




                        GREATER ATLANTIC FINANCIAL CORP.
       CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
--------------------------------------------------------------------------------
Nine months ended June 30,                              2002              2001
--------------------------------------------------------------------------------
                                                            (in thousands)
Net earnings (loss)                                    $ 496            $ (605)
--------------------------------------------------------------------------------
Other comprehensive income, net of tax
   Unrealized gains on securities                         92               749
   Unrealized loss on hedges                          (1,316)                -
--------------------------------------------------------------------------------
Other comprehensive income (loss)                     (1,224)              749
--------------------------------------------------------------------------------
Comprehensive income (loss)                           $ (728)             $144
================================================================================


<TABLE>
<CAPTION>

                        GREATER ATLANTIC FINANCIAL CORP.
     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)


------------------------------------------------------------------------------------------------------------------------------
                                                                                              Accumulated
                                                                Additional   Accumulated         Other            Total
                                       Preferred      Common     Paid-in      Earnings       Comprehensive    Stockholders'
                                         Stock        Stock      Capital      (Deficit)      Income (Loss)        Equity
------------------------------------------------------------------------------------------------------------------------------
                                                                         (in thousands)

<S>                                          <C>        <C>     <C>           <C>               <C>              <C>
Balance at September 30, 2000                $-         $ 30    $ 25,132      $ (2,928)         $ (1,367)        $ 20,867

Other comprehensive income                    -            -           -             -               749              749

Net loss for the period                       -            -           -          (605)                -             (605)
------------------------------------------------------------------------------------------------------------------------------
Balance at June 30,, 2001                    $-         $ 30    $ 25,132      $ (3,533)         $   (618)        $ 21,011
==============================================================================================================================
Balance at September 30, 2001                $-         $ 30    $ 25,132      $ (3,450)         $   (532)        $ 21,180

Options Exercised                             -            -          20             -                 -               20

Other comprehensive loss                      -            -           -             -            (1,224)          (1,224)

Net earnings for the period                   -            -           -           496                                496
------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 2002                     $-         $ 30    $ 25,152      $ (2,954)         $ (1,756)        $ 20,472
==============================================================================================================================

</TABLE>



                                                                5

<PAGE> 6
<TABLE>
<CAPTION>


                        GREATER ATLANTIC FINANCIAL CORP.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)




--------------------------------------------------------------------------------------------------------------
Nine months ended June 30,                                                           2002           2001
--------------------------------------------------------------------------------------------------------------
                                                                                        (in thousands)
<S>                                                                                   <C>           <C>
Cash flow from operating activities
Net income (loss)                                                                     $ 496         $ (605)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities
  Provision for loan loss                                                               539             54
  Amortization of excess of purchase price over assets acquired                           -             24
  Amortization of deposit acquisition adjustment                                         46            143
  Amortization of loan acquisition adjustment                                           (20)           (20)
  Depreciation and amortization                                                         508            372
  Proceeds from sale of trading securities                                            1,129         20,077
  Proceeds from repayments of trading securities                                        183          1,263
  Amortization of trading security premiums                                               8             38
  Net gain on trading securities                                                         (9)           (15)
  Realized loss (gain) on sale of investments                                           (92)             -
  Realized (gain) loss on sale of mortgaged-backed securities                           (49)            (6)
  Amortization of investment security premiums                                        2,224          1,310
  Amortization of mortgage-backed securities premiums                                   325           (178)
  Amortization of deferred fees                                                        (223)          (162)
  Discount accretion net of premium amortization                                        139             51
  Loss on disposal of fixed asset                                                         -              2
  Gain on sale of foreclosed real estate                                                  -            (45)
  Gain on sale of loans held for sale                                                (5,753)        (2,901)
(Increase) decrease in assets
  Disbursements for origination of loans                                           (283,225)      (162,429)
  Proceeds from sales of loans                                                      295,525        156,200
  Accrued interest and dividend receivable                                             (227)          (561)
  Prepaid expenses and other assets                                                    (881)        (1,341)
  Deferred loan fees collected, net of deferred costs incurred                        1,086            161
Increase (decrease) in liabilities
  Accrued expenses and other liabilities                                                528         (2,469)
  Income taxes payable                                                                    -             55
--------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities                                  12,257          9,018
--------------------------------------------------------------------------------------------------------------
</TABLE>


                                                       6
<PAGE> 7
<TABLE>
<CAPTION>



                                GREATER ATLANTIC FINANCIAL CORP.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - (CONTINUED)

-------------------------------------------------------------------------------------------------------------
Nine months ended June 30,                                                       2002              2001
-------------------------------------------------------------------------------------------------------------
                                                                                     (in thousands)
<S>                                                                           <C>               <C>
Cash flow from investing activities
  Net increase in loans                                                       $ (87,604)        $ (23,440)
  Purchases of premises and equipment                                            (1,968)           (1,799)
  Proceeds from sales of foreclosed real estate                                       -               217
  Purchases of investment securities                                            (66,447)          (79,307)
  Proceeds from sale of investment securities                                    15,389             2,389
  Proceeds from repayments of investment securities                              14,831            11,136
  Purchases of mortgage-backed securities                                       (27,266)           (8,795)
  Proceeds from sale of mortgage-backed securities                                3,935             1,831
  Proceeds from repayments of mortgage-backed securities                         12,316            11,638
  Purchases of FHLB stock                                                        (2,830)           (1,395)
  Proceeds from sale of FHLB stock                                                  600             1,300
  Deferred losses on hedging activity                                              (464)                -
-------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                          (139,508)          (86,225)
-------------------------------------------------------------------------------------------------------------
Cash flow from  financing activities
  Net increase in deposits                                                       35,170            55,772
  Net advances from FHLB                                                         40,700             6,950
  Net borrowings on reverse repurchase agreements                                41,343            12,915
  Increase in advance payments by borrowers for taxes and insurance                  69               111
  Issuance of convertible preferred securities                                    9,346                 -
  Issuance of common shares                                                          20                 -
-------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                       126,648            75,748
-------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents                                   (603)           (1,459)
-------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, at beginning of period                                 3,418             5,717
-------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, at end of period                                   $   2,815         $   4,258
=============================================================================================================
</TABLE>


                                                         7

<PAGE> 8


                        GREATER ATLANTIC FINANCIAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 INFORMATION AS OF JUNE 30, 2002 AND FOR THE NINE MONTHS THEN ENDED IS UNAUDITED

(1) BASIS OF PRESENTATION

      The accompanying unaudited consolidated financial statements, which
include the accounts of Greater Atlantic Financial Corp. ("the company") and its
wholly owned subsidiary, Greater Atlantic Bank ("the bank") and its wholly owned
subsidiary, Greater Atlantic Mortgage Corp. ("GAMC"), have been prepared in
accordance with the instructions for Form 10-QSB and do not include all of the
disclosures required by generally accepted accounting principles. All
adjustments which, in the opinion of management, are necessary to a fair
presentation of the results for the interim periods presented (consisting of
normal recurring adjustments) have been made. The results of operations for the
nine months ended June 30, 2002 are not necessarily indicative of the results of
operations that may be expected for the year ending September 30, 2002 or any
future periods.

(2) LOAN IMPAIRMENT AND LOAN LOSSES

      In accordance with guidance in the Statements of Financial Accounting
Standards Nos. 114 and 118, the company prepares a quarterly review to determine
the adequacy of the allowance for loan losses and to identify and value impaired
loans. No impaired loans were identified by the company at or during the nine
months ended June 30, 2002 and 2001. An analysis of the change in the allowance
for loan losses follows:

--------------------------------------------------------------------------------
At or for the Nine Months Ended June 30,                  2002             2001
--------------------------------------------------------------------------------
                                                         (dollars in thousands)
Balance at beginning of period                           $810              $765
Provisions                                                539                54
Dominion reserves                                           -               100
Total charge-offs                                         (27)             (112)
Total recoveries                                           13                 3
--------------------------------------------------------------------------------
Net charge-offs                                           (14)             (109)
--------------------------------------------------------------------------------
Balance at end of period                               $1,335              $810
================================================================================
Ratio of net charge-offs during the period
   to average loans outstanding during the period        0.01%             0.07%
================================================================================
Allowance for loan losses to total non-performing
   loans at end of period                              351.32%           369.86%
================================================================================
Allowance for loan losses to total loans                 0.52%             0.50%
================================================================================

(3) REGULATORY MATTERS

      The bank qualifies as a Tier 1 institution and may make capital
distributions during a calendar year up to 100% of its net income to date plus
the amount that would reduce by one-half its surplus capital ratio at the
beginning of the calendar year. Any distributions in excess of that amount
require prior notice to the OTS with the opportunity for the OTS to object to
the distribution. A Tier 1 institution is defined as an institution that has, on
a pro forma basis after the proposed distribution, capital equal to or greater
than the OTS fully phased-in capital requirement and has not been deemed by the
OTS to be "in need of more than normal supervision". The bank is currently
classified as a Tier 1 institution for these purposes. The Capital Distribution
Regulation requires that the institution provide the applicable OTS District
Director with a 30-day advance written notice of all proposed capital
distributions whether or not advance approval is required. The bank did not pay
any dividends during the year ended September 30, 2001 or the period ended June
30, 2002.


                                       8

<PAGE> 9


                        GREATER ATLANTIC FINANCIAL CORP.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
INFORMATION AS OF JUNE 30, 2002 AND FOR THE NINE MONTHS THEN ENDED IS UNAUDITED

         The Federal Deposit Insurance Corporation Improvement Act of 1991
(FDICIA) created five categories of financial institutions based on the adequacy
of their regulatory capital level: well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized. Under FDICIA, a well-capitalized financial institution is one
with Tier 1 leverage capital of 5%, Tier 1 risk-based capital of 6% and total
risk-based capital of 10%. At June 30, 2002 the bank was classified as a
well-capitalized financial institution. The following presents the bank's
capital position:

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------
                                                Required    Required       Actual      Actual
              At June 30, 2002                  Balance      Percent      Balance      Percent     Surplus
---------------------------------------------------------------------------------------------------------------
                                                                   (dollars in thousands)
<S>                                              <C>          <C>         <C>           <C>          <C>
Leverage                                         $24,934       5.00%      $29,106        5.84%       $ 4,172
Tier 1 Risk-based                                $13,408       6.00%      $29,106       13.03%       $15,698
Total Risk-based                                 $22,346      10.00%      $30,441       13.62%       $ 8,095
===============================================================================================================
</TABLE>

(4) EARNINGS PER SHARE

      Earnings per share is based on the weighted average number of shares of
common stock and dilutive common stock equivalents outstanding. Basic earnings
per share includes no dilution and is computed by dividing income available to
common shareholders by the weighted average number of common shares outstanding
for the period. Diluted earnings per share reflects the potential dilution of
securities that could share in the earnings of an entity. The following table
presents a reconciliation between the weighted average shares outstanding for
basic and diluted earnings per share for the nine months ended June 30, 2002 and
2001.

<TABLE>
<CAPTION>
                                                                         For the nine Months Ended June 30,
                                                                       ---------------------------------------
      (dollars in thousands except per share amounts)                      2002                     2001
      -----------------------------------------------                  --------------          ---------------
<S>                                                                     <C>                      <C>
Net earnings (loss)                                                          $496                    $(605)
Weighted average common shares outstanding                              3,009,742                3,007,434
Common stock equivalents due to dilutive effect of
stock options                                                              21,448                        -

Total weighted average common shares and common
share equivalents outstanding                                           3,031,190                3,007,434
Basic earnings (loss) per common share                                      $0.16                   $(0.20)
Diluted earnings (loss) per common share                                    $0.16                   $(0.20)
</TABLE>

(5) STOCKHOLDERS EQUITY

      Effective November 14, 1998, the Company established the 1997 Stock Option
and Warrant Plan (the "Plan"). Initially, the Plan reserved options for 76,667
shares to employees and warrants for 94,685 shares to stockholders. The Plan was
amended effective March 14, 2000 and March 15, 2002, to increase the number of
options available for grant to employees of 225,000 and 350,000 shares,
respectively. The stock options and warrants vest immediately upon issuance and
carry a maximum term of 10 years. There were 61,000 Options issued during the
nine months ended June 30, 2002 to officers and employees and 5,000 options
exercised at $6.00 during that same period. The exercise price for the stock
options and warrants is the fair market value at grant date. As of June 30,
2002, 94,685 warrants were outstanding at an exercise price of $7.50. Effective
March 15, 2002, the Company


                                       9

<PAGE> 10


                        GREATER ATLANTIC FINANCIAL CORP.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
INFORMATION AS OF JUNE 30, 2002 AND FOR THE NINE MONTHS THEN ENDED IS UNAUDITED

established the 2002 Stock Option Plan for Outside Directors. That Plan reserves
options for 100,000 shares to non-employee directors of the Company.

(6) SEGMENT REPORTING

      The company has two reportable segments, banking and mortgage banking. The
bank operates retail deposit branches in the greater Washington, D.C./Baltimore
metropolitan area. The banking segment provides retail consumer and small
businesses with deposit products such as demand, transaction, savings accounts
and certificates of deposit and lending products, such as residential and
commercial real estate, construction and development, consumer and commercial
business loans. Further, the banking segment invests in residential real estate
loans purchased from GAMC and others, and also invests in mortgage-backed and
other securities. The mortgage banking segment activities, which are conducted
principally through GAMC, include the origination of residential real estate
loans either for the bank's portfolio or for sale into the secondary market with
servicing released.

      The company evaluates performance based on net interest income,
noninterest income, and noninterest expense. The total of these three items is
the reportable segment's net contribution. The company's reportable segments are
strategic business units that offer different services in different geographic
areas. They are managed separately because each segment appeals to different
markets and, accordingly, requires different technology and marketing
strategies.

      Since the company derives a significant portion of its banking revenue
from interest income as offset by interest expense, the segments are reported
below using net interest income. Because the company also evaluates performance
based on noninterest income and noninterest expense, these measures of segment
profit and loss are also presented.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                             Total                       Total
                                                             Mortgage     Reportable    Intersegment   Operating
For the Nine Months Ended June 30,              Banking       Banking      Segments     Eliminations    Earnings
--------------------------------------------------------------------------------------------------------------------
<C>                                            <C>           <C>           <C>           <C>           <C>
Net interest income: (1)
2002                                           $  5,076      $   249       $  5,325      $      -      $  5,325
2001                                              4,541          113          4,654             -         4,654
Noninterest income:
2002                                           $    676      $ 5,975       $  6,651      $    (39)     $  6,612
2001                                                575        3,199          3,774           (73)        3,701
Noninterest expense:
2002                                           $  6,665      $ 4,803       $ 11,468      $     39      $ 11,429
2001                                              6,005        3,028          9,033            73         8,960
Net income:
2002                                           $   (925)     $ 1,421       $    496      $      -      $    496
2001                                               (889)         284           (605)            -          (605)
Segment assets:
2002                                           $494,195      $ 9,303       $503,498      $ (5,549)     $497,949
2001                                            367,548       34,866        402,414       (32,496)      369,918
(1) Segment net interest income reflects income after provisions for loan losses.

</TABLE>


                                                     10

<PAGE> 11


                        GREATER ATLANTIC FINANCIAL CORP.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
INFORMATION AS OF JUNE 30, 2002 AND FOR THE NINE MONTHS THEN ENDED IS UNAUDITED

(7) RECENT ACCOUNTING STANDARDS

      In July 2001, The Securities and Exchange Commission issued Staff
Accounting Bulletin No. 102 "Selected Loan Loss Allowance Methodology and
Documentation Issues" ("SAB 102"). SAB 102 sets forth guidelines for determining
the allowance for loan losses under generally accepted accounting principles. In
addition, SAB 102 sets forth guidelines for documentation by registrants in
support of the allowance for loan losses. The Company adopted SAB 102 on October
1, 2001. The Company's banking subsidiary has a detailed loan classification and
estimated loss calculation methodology in effect which is the basis for the
determination of the allowance for loan losses. This methodology and related
documentation thereof, has been in effect since the Company acquired the banking
subsidiary in 1997. The Company believes that adoption of SAB 102 will have no
impact on the financial statements.

      In June 2001, the FASB issued Statements of Financial Accounting Standards
No. 141, "BUSINESS COMBINATIONS" (SFAS No. 141), and No. 142, "GOODWILL AND
OTHER INTANGIBLE ASSETS" (SFAS No. 142). SFAS No. 141 changes the accounting for
business combinations, requiring that all business combinations be accounted for
using the purchase method and that intangible assets be recognized as assets
apart from goodwill if they arise from contractual or other legal rights, or if
they are separable or capable of being separated from the acquired entity and
sold, transferred, licensed, rented, or exchanged. SFAS No. 141 is effective for
all business combinations initiated after June 30, 2001. SFAS No. 142 specifies
the financial accounting and reporting for acquired goodwill and other
intangible assets. Goodwill and intangible assets that have indefinite useful
lives will not be amortized but rather will be tested at least annually for
impairment. SFAS No. 142 is effective for fiscal years beginning on and after
December 15, 2001.

      SFAS No. 142 requires that the useful lives of intangible assets acquired
on or before June 30, 2001 be reassessed and the remaining amortization periods
adjusted accordingly. Previously recognized intangible assets deemed to have
indefinite lives are also to be tested for impairment. Goodwill recognized on or
before June 30, 2001, is to be assigned to one or more reporting units and
tested for impairment as of the beginning of the fiscal year in which SFAS No.
142 is initially applied in its entirety.

      The Company adopted SFAS 142 on October 1, 2001 and, accordingly,
discontinued amortization of the existing goodwill. The adoption of SFAS 142
will reduce amortization expense by approximately $93,000 in fiscal 2002.

(8) GUARANTEED CONVERTIBLE PREFERRED SECURITIES OF SUBSIDIARY TRUST

      On March 20, 2002, Greater Atlantic Capital Trust I (the, "Trust"), a
Delaware statutory business trust and a wholly owned Trust subsidiary of the
Company issued $9.6 million aggregate liquidation amount (963,038 shares) of
6.50% cumulative preferred securities maturing on December 31, 2031, with an
option to call on or after December 31, 2003. Conversion of the preferred
securities into the Company's common stock may occur at any time on or after 60
days after the closing of the offering. The Company may redeem the preferred
securities, in whole or in part, at any time on or after December 31, 2003.
Distributions on the preferred securities are payable quarterly on March 31,
June 30, September 30 and December 31 of each year beginning on June 30, 2002.
The Trust also issued 29,762 common securities to the Company for $297,620. The
Company purchased all the shares of the common stock. The proceeds from the sale
of the preferred securities and the proceeds from the sale of the trust's common
securities were utilized to purchase from the Company junior subordinated debt
securities of $9,928,000 bearing interest of 6.50% and maturing December 31,
2031. All intercompany interest and equity were eliminated in consolidation.

      The Trust was formed for the sole purpose of investing the proceeds from
the sale of the convertible preferred securities in the corresponding
convertible debentures. The Company has fully and unconditionally


                                       11

<PAGE> 12



                        GREATER ATLANTIC FINANCIAL CORP.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
INFORMATION AS OF JUNE 30, 2002 AND FOR THE NINE MONTHS THEN ENDED IS UNAUDITED

guaranteed the preferred securities along with all obligations of the trust
related thereto. The sale of the preferred securities yielded $9.2 million after
deducting offering expenses. The company currently intends to retain
approximately $1.5 million of the proceeds for general corporate purposes,
investing the retained funds in short-term investments. The remaining $8.0
million of the proceeds was invested in Greater Atlantic Bank to increase its
capital position. Initially, these funds will be invested in investment
securities. Subsequently, such proceeds may be used to fund new loans.

(9) INTEREST RATE EXCHANGE AGREEMENTS

      Beginning in fiscal 2002, the bank utilizes derivative financial
instruments to hedge its interest rate risk. The bank does not hold or issue
derivative financial instruments for trading purposes. Beginning in 2002, the
bank adopted statement of Financial Accounting Standard No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133") which requires that
an entity recognize all derivatives as either assets or liabilities and measure
those instruments at fair value. The bank bases the estimated fair values of
these agreements on the cost of interest-rate exchange agreements with similar
terms at available market prices, excluding accrued interest receivable and
payable. However, active markets do not exist for many types of financial
instruments. Consequently, fair values for these instruments must be estimated
using techniques such as discounted cash flow analysis and comparisons to
similar instruments. Estimates developed using these methods are highly
subjective and require judgements regarding significant matters such as the
amount and timing of future cash flows and the selection of discount rates that
appropriately reflect market and credit risks. Changes in these judgements often
have a material effect on the fair value estimates. Since those estimates are
made as of a specific time, they are susceptible to material near term changes.

      The bank entered into various interest-rate swaps that total $50 million
in notional principal. The swaps pay a fixed rate with the bank receiving
payments based upon one-to three-month floating rate LIBOR. The capped range is
between 3.95% - 4.53%, and expires between 2 and 3 years. The bank also entered
into various interest rate caps that total $24 million in notional principal
with terms between four and ten years that limit the float between a floor of
2.00%, and capped between 5.00% - 8.00%. The bank accounts for these derivatives
as cash flow hedges, under the guidelines of SFAS 133, whereby the fair value of
these contracts are reflected in other assets with the offset recorded as
accumulated other comprehensive income. At June 30, 2002, the fair value of
those contracts was a loss of $853,000.
<TABLE>
<CAPTION>
      The following table categorizes interest-rate exchange agreements by the
Bank as of June 30, 2002.

------------------------------------------------------------------------------------------------------------
                                                      Monthly       Gross         Gross
Total by class type of interest rate    Notional      Amortized     Unrealized    Unrealized    Estimated
exchange agreements                     Amount        Cost          Gains         Losses        Fair Value
------------------------------------------------------------------------------------------------------------
                                                           (dollars in thousands)
<S>                                      <C>            <C>            <C>         <C>             <C>
Interest rate swaps:
   Bank pays fixed receives variable     $ 50,000       $ 105          $ -         $ 791           $ 791
Interest rate caps:
   Interest rate caps purchased            24,000          14           54           116              62
------------------------------------------------------------------------------------------------------------
Total                                    $ 74,000       $ 119         $ 54         $ 907           $ 853
============================================================================================================
</TABLE>



                                                    12

<PAGE> 13



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

      The following discussion and analysis should be read in conjunction with
the Consolidated Financial Statements and Notes presented elsewhere in this
report.

      This report contains forward-looking statements. When used in this 10-QSB
report and in future filings by the company with the Securities and Exchange
Commission (the "SEC"), in the company's press releases or other public or
shareholder communications, and in oral statements made with the approval of an
authorized executive officer, the words or phrases "will likely result," "are
expected to," "will continue," "is anticipated," "estimate," "project" or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties, including, among
other things, changes in economic conditions in the company's market area,
changes in policies by regulatory agencies, fluctuations in interest rates,
demand for loans in the company's market area and competition, that could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. The company wishes to advise readers that the factors
listed above could affect the company's financial performance and could cause
the company's actual results for future periods to differ materially from any
opinions or statements expressed with respect to future periods in any current
statements.

      The company does not undertake and specifically declines any obligation to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.

GENERAL

      We are a savings and loan holding company, which was originally organized
in June 1997. We conduct substantially all of our business through our wholly
owned subsidiary, Greater Atlantic Bank, a federally chartered savings bank, and
its wholly owned subsidiary, Greater Atlantic Mortgage Corp. Greater Atlantic
Bank is a member of the Federal Home Loan Bank system and it's deposits are
insured up to applicable limits by the Savings Association Insurance Fund of the
Federal Deposit Insurance Corporation. We offer traditional banking services to
customers through nine Greater Atlantic Bank branches located throughout the
greater Washington, D.C./Baltimore metropolitan area. We also originate mortgage
loans for sale in the secondary market through Greater Atlantic Mortgage Corp.

      The profitability of the company, and more specifically, the profitability
of its primary subsidiary Greater Atlantic Bank, depends primarily on its
non-interest income and net interest income. Net interest income is the
difference between the interest income it earns on its loans and investment
portfolio, and the interest it pays on interest-bearing liabilities, which
consists mainly of interest paid on deposits and borrowings. Non-interest income
consists primarily of gains on sales of loans and available-for-sale
investments, service charge fees and commissions earned by non-bank
subsidiaries.

      The level of its operating expenses also affects the company's
profitability. Operating expenses consist primarily of salaries and employee
benefits, occupancy-related expenses, equipment and technology-related expenses
and other general operating expenses.

      At June 30, 2002 the company's total assets were $497.9 million, compared
to the $370.6 million held at September 30, 2001, representing an increase of
34.36%. Both the bank's overall asset size and customer base increased during
the period and that growth is reflected in the consolidated statements of
financial condition and statements of operations. Net loans receivable at June
30, 2002 were $250.7 million, an increase of $86.1 million or 52.30% from the
$164.6 million held at September 30, 2001. The increase in loans consisted
primarily of real estate loans secured by first mortgages on residential
properties and consumer and commercial lines of credit secured by mortgages on
residential and commercial real estate. At June 30, 2002 investment securities
were $214.0 million, an increase of $43.6 million or 25.59% from the $170.4
million held at September 30, 2001. Deposits at June 30, 2002 were $265.2
million, an increase of $35.2 million from the $230.0 million held at September
30, 2001. The increase in deposits consisted primarily of certificates of
deposit and NOW and money market accounts.



                                       13

<PAGE> 14



         COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
                         JUNE 30, 2002 AND JUNE 30, 2001

      NET INCOME. For the three months ended June 30, 2002, the company had net
earnings of $169,000 or $0.06 per share compared to a loss of $47,000 or $0.02
per share for the three months ended June 30, 2001. The $216,000 improvement in
earnings over the comparable period one-year ago resulted from increases in net
interest income and in noninterest income. Those increases exceeded a $102,000
increase in the provision for loan losses related to a commercial business loan
that is 60 days contractually delinquent and a $487,000 increase in noninterest
expense.

      NET INTEREST INCOME. An important source of our earnings is net interest
income, which is the difference between income earned on interest-earning
assets, such as loans, investment securities and mortgage-backed securities, and
interest paid on interest-bearing liabilities such as deposits and borrowings.
The level of net interest income is determined primarily by the relative average
balances of interest-earning assets and interest-bearing liabilities in
combination with the yields earned and rates paid upon them. The correlation
between the repricing of interest rates on assets and on liabilities also
influences net interest income.

      The following table presents a comparison of the components of interest
income and expense and net interest income.
<TABLE>
<CAPTION>


                                                                                                Difference
---------------------------------------------------------------------------------------------------------------------
Three Months Ended June 30,                             2002              2001           Amount             %
---------------------------------------------------------------------------------------------------------------------
                                                                           (dollars in thousands)
<S>                                                    <C>               <C>              <C>             <C>
Interest income:
   Loans                                               $ 3,519           $ 3,239          $  280            8.64%
   Investments                                           2,013             2,899            (886)         (30.56)
---------------------------------------------------------------------------------------------------------------------
Total                                                    5,532             6,138            (606)          (9.87)
---------------------------------------------------------------------------------------------------------------------

Interest expense:
   Deposits                                              1,975             3,031          (1,056)         (34.84)
   Borrowings                                            1,618             1,380             238           17.25
---------------------------------------------------------------------------------------------------------------------
Total                                                    3,593             4,411            (818)         (18.54)
---------------------------------------------------------------------------------------------------------------------
Net interest income                                    $ 1,939           $ 1,727          $  212           12.28%
=====================================================================================================================
</TABLE>

      Our growth in net interest income for the three months ended June 30, 2002
was due primarily to a decrease in the cost of our interest-bearing liabilities.
While average interest-earning assets increased $101.3 million or 28.14% over
the comparable period one-year ago, the increase was partially offset by a 24
basis point decrease in net interest margin (net interest income divided by
average interest-earning assets).

      INTEREST INCOME. Interest income for the three months ended June 30, 2002
decreased $606,000 compared to the three months ended June 30, 2001, primarily
as a result of a decrease of 202 basis points in the average yield earned on
interest earning assets. That decrease was partially offset by an increase of
$101.3 million in the average balance of loans and investment securities
outstanding.

                                       14


<PAGE> 15


      INTEREST EXPENSE. The $818 million decrease in interest expense for the
three months ended June 30, 2002 compared to the 2001 period was principally the
result of a 188 basis point decrease in the cost of funds on average deposits
and borrowed funds. That decrease was partially offset by an increase of $93.8
million in average deposits and borrowed funds. The decrease in interest expense
on deposits was primarily due to a 217 basis point decrease in rates paid on
certificates of deposit, savings and NOW and money market accounts. That
decrease was offset by an increase of $24.0 million, or 10.49%, in certificates,
savings and NOW and money market accounts from $228.7 million for the three
months ended June 30, 2001 to $252.7 million for the three months ended June 30,
2002.

      The increase in interest expense on borrowings for the three months ended
June 30, 2002 compared to the 2001 period was principally the result of an
increase in average borrowed funds of $69.8 million and was partially offset by
a 140 basis point decrease in the cost of borrowed funds. Components accountable
for the increase of $238,000 in interest expense were a $263,000 increase in
average volume offset by a $25,000 decrease in average cost. The decrease in
rates resulted from the Federal Reserve lowering its benchmark interest rate
(overnight bank lending rate) eleven times since January 3, 2001 by a total of
4.75% to a 40 year low of 1.75%.



                                       15

<PAGE> 16



      COMPARATIVE AVERAGE BALANCES AND INTEREST INCOME ANALYSIS. The following
table presents the total dollar amount of interest income from average
interest-earning assets and the resultant yields, as well as the interest
expense on average interest-bearing liabilities, expressed both in dollars and
annualized rates. No tax-equivalent adjustments were made and all average
balances are average daily balances. Non-accruing loans have been included in
the tables as loans carrying a zero yield.
<TABLE>
<CAPTION>

                                                           FOR THE THREE MONTHS ENDED JUNE 30,
                                     --------------------------------------------------------------------------------
                                                      2002                                    2001
                                     --------------------------------------- ----------------------------------------
                                                     INTEREST                               INTEREST      AVERAGE
                                        AVERAGE      INCOME/     AVERAGE       AVERAGE      INCOME/        YIELD/
                                        BALANCE      EXPENSE    YIELD/RATE     BALANCE      EXPENSE         RATE
                                     --------------------------------------- ----------------------------------------
                                                                 (DOLLARS IN THOUSANDS)
ASSETS:
<S>                                   <C>           <C>            <C>       <C>             <C>            <C>
Interest-earning assets:
   Real estate loans                  $ 166,711     $ 2,523        6.05%     $ 136,297       $ 2,420        7.10%
   Consumer loans                        53,542         588        4.39         30,803           572        7.43
   Commercial business loans             27,414         408        5.95         10,697           247        9.24
                                     ------------  ------------ ------------ ------------   ------------ ------------
      Total loans                       247,667       3,519        5.68        177,797         3,239        7.29

Investment securities                   174,006       1,502        3.45        136,298         2,175        6.38
Mortgage-backed securities               39,388         511        5.19         45,714           724        6.34
                                     ------------  ------------ ------------ ------------   ------------ ------------
      Total interest-earning assets     461,061       5,532        4.80        359,809         6,138        6.82
                                                   ------------ ------------                ------------ ------------

Non-earning assets                       17,164                                 14,533
                                     --------------                          -------------
  Total assets                        $ 478,225                              $ 374,342
                                     ==============                          =============
LIABILITIES AND STOCKHOLDERS'
   EQUITY:
Interest-bearing liabilities:
   Savings accounts                   $   6,206          29        1.87      $   4,226            34        3.22
   Now and money market accounts         73,091         362        1.98         66,440           705        4.24
   Certificates of deposit              173,390       1,584        3.65        158,039         2,292        5.80
                                     ------------  ------------ ------------ ------------   ------------ ------------
      Total deposits                    252,687       1,975        3.13        228,705         3,031        5.30

   FHLB advances                        105,078         777        2.96         60,388           802        5.31
   Other borrowings                      75,532         841        4.45         50,439           578        4.58
                                     ------------  ------------ ------------ ------------   ------------ ------------
  Total interest-bearing
liabilities                             433,297       3,593        3.32        339,532         4,411        5.20
                                                   ------------ ------------                ------------ ------------

Noninterest-bearing liabilities:
Noninterest-bearing demand deposits      11,718                                 11,668
Other liabilities                        11,542                                  2,228
                                     --------------                          -------------
  Total liabilities                     456,557                                353,428
Stockholders' equity                     21,668                                 20,914
                                     ==============                          =============
  Total liabilities and
stockholders' Equity                  $ 478,225                              $ 374,342
                                     ==============                          =============

Net interest income                                 $ 1,939                                  $ 1,727
                                                   ============                           ==============
Interest rate spread                                               1.48%                                    1.62%
                                                                ============                             ============
Net interest margin                                                1.68%                                    1.92%
                                                                ============                             ============

</TABLE>


                                                      16

<PAGE> 17


      RATE/VOLUME ANALYSIS. The following table presents certain information
regarding changes in interest income and interest expense attributable to
changes in interest rates and changes in volume of interest-earning assets and
interest-bearing liabilities for the periods indicated. The change in interest
attributable to both rate and volume has been allocated to the changes in rate
and volume on a pro rata basis.

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                    JUNE 30, 2002 COMPARED TO
                                                          JUNE 30, 2001
                                          -----------------------------------------------
                                                      CHANGE ATTRIBUTABLE TO
                                          -----------------------------------------------
                                              VOLUME            RATE           TOTAL
                                          -----------------------------------------------
                                                          (IN THOUSANDS)
<S>                                            <C>            <C>              <C>
Real estate loans                              $  540         $  (437)         $  103
Consumer loans                                    422            (406)             16
Commercial business loans                         386            (225)            161
                                          ----------------  -------------- --------------
      Total loans                               1,348          (1,068)            280
Investments                                       602          (1,275)           (673)
Mortgage-backed securities                       (100)           (113)           (213)
                                          ----------------  -------------- --------------
Total interest-earning assets                  $1,850         $(2,456)         $ (606)
                                          ================  ============== ==============

Savings accounts                               $   16         $   (21)         $   (5)
Now and money market accounts                      71            (414)           (343)
Certificates of deposit                           223            (931)           (708)
                                          ----------------  -------------- --------------
  Total deposits                                  310          (1,366)         (1,056)
FHLB advances                                     594            (619)            (25)
Other borrowings                                  288             (25)            263
                                          ----------------  -------------- --------------
Total interest-bearing liabilities              1,192          (2,010)           (818)
                                          ================  ============== ==============
Change in net interest income                  $  658         $  (446)         $  212
                                          ================  ============== ==============
</TABLE>

      PROVISION FOR LOAN LOSSES. The allowance for loan losses, which is
established through provisions for losses charged to expense, is increased by
recoveries on loans previously charged off and is reduced by charge-offs on
loans. Determining the proper reserve level or allowance involves management's
judgment based upon a review of factors, including the company's internal review
process which segments the loan portfolio into groups based on various risk
factors including the types of loans and asset classifications. Each segment is
then assigned a reserve percentage based upon the perceived risk in that
segment. Although management utilizes its best judgment in providing for
probable losses, there can be no assurance that the company will not have to
increase its provisions for loan losses in the future. An increase in provision
may result from an adverse market for real estate and economic conditions
generally in the company's primary market area, future increases in
non-performing assets or for other reasons which would adversely affect the
company's results of operations.

      Non-performing assets were $380,000 or 0.08% of total assets at June 30,
2002, compared to $219,000 at June 30, 2001. While non-performing assets
increased a modest $161,000 from the comparable period one year ago, the
provision for loan losses was increased $102,000 during the three months ended
June 30, 2002, as management took a more aggressive posture in assessing
collectibility of a $2.1 million commercial business loan that is 60 days
contractually delinquent. Not withstanding the decline in overall credit quality
of a modest 1 basis point when compared to total assets, the bank's net
recoveries (recoveries exceed charge-offs) were $4,000 during the three months
ended June 30, 2002.


                                       17

<PAGE> 18



      NONINTEREST INCOME. Noninterest income increased $593,000 during the three
months ended June 30, 2002, over the comparable period one year ago. That
increase was primarily the result of an increase in gain on sale of loans and an
improvement of $75,000 in gains from sales of investment securities. The level
of gain on sale of loans during the three months ended June 30, 2002 resulted
from the company taking advantage of an increase in loan origination volumes and
sales, and from margins being greater when compared to the year-ago period. The
following table presents a comparison of the components of noninterest income.
<TABLE>
<CAPTION>
                                                                                             Difference
-------------------------------------------------------------------------------------------------------------------
Three Months Ended June 30,                            2002             2001           Amount             %
-------------------------------------------------------------------------------------------------------------------
                                                                       (dollars in thousands)
<S>                                                   <C>              <C>               <C>         <C>
Noninterest income:
   Gain on sale of loans                              $ 1,939          $ 1,363           $ 576          42.26%
   Service fees on loans                                  112              166             (54)        (32.53)
   Service fees on deposits                               122              131              (9)         (6.87)
   Gain (loss) on sale of investment securities            81                6              75       1,250.00
   Gain on sale of real estate owned                        -                1              (1)       (100.00)
   Other operating income                                   5               (1)              6         600.00
-------------------------------------------------------------------------------------------------------------------
      Total noninterest income                        $ 2,259          $ 1,666           $ 593          35.59%
===================================================================================================================
</TABLE>

      NONINTEREST EXPENSE. Noninterest expense increased $487,000 from $3.4
million for the three months ended June 30, 2001 to $3.9 million for the
comparable period in the current year. The increase was primarily attributable
to a $361,000 increase in the mortgage company's non-interest expense from the
comparable period one year ago, as a result of increased loan origination and
sales. The increase in the bank's noninterest expense was primarily in
compensation, data processing, and furniture fixtures and equipment, as a result
of the expansion and growth of the bank. The increase at the mortgage company
level was primarily in compensation, advertising and other operating expense of
$66,000, $134,000 and $114,000, respectively. The following table presents a
comparison of the components of noninterest expense.

<TABLE>
<CAPTION>
                                                                                                     Difference
--------------------------------------------------------------------------------------------------------------------------
Three Months Ended June 30,                                      2002           2001          Amount             %
--------------------------------------------------------------------------------------------------------------------------
                                                                                (dollars in thousands)
<S>                                                            <C>            <C>               <C>           <C>
Noninterest expense:
   Compensation and employee benefits                          $ 1,843        $ 1,690           $ 153            9.05%
   Occupancy                                                       436            466             (30)          (6.44)
   Professional services                                           211            202               9            4.46
   Advertising                                                     250            127             123           96.85
   Deposit insurance premium                                        11              9               2           22.22
   Furniture, fixtures and equipment                               210            179              31           17.32
   Data processing                                                 304            238              66           27.73
   Provision for loss on real estate owned                           -             (3)              3          100.00
   Loss from foreclosed real estate                                  -              3              (3)        (100.00)
   Other operating expense                                         654            521             133           25.53
--------------------------------------------------------------------------------------------------------------------------
Total noninterest expense                                      $ 3,919        $ 3,432           $ 487           14.19%
==========================================================================================================================
</TABLE>

      INCOME TAXES. The company files a consolidated federal income tax return
with its subsidiaries and computes its income tax provision or benefit on a
consolidated basis. Based on recent tax legislation, the company expects to
offset all taxable income in fiscal 2002 with existing net operating losses
carried forward from prior years. The company believes that it will continue to
generate taxable income, for the foreseeable future, which will assure the use
of existing net operating losses.


                                       18

<PAGE> 19



             COMPARISON OF RESULTS OF OPERATIONS FOR THE NINE MONTHS
                      ENDED JUNE 30, 2002 AND JUNE 30, 2001

      NET INCOME. For the nine months ended June 30, 2002, the Company had net
earnings of $496,000 or $0.16 per share compared to a loss of $605,000 or $0.20
per share for the nine months ended June 30, 2001. The $1.1 million increase in
net earnings over the comparable period one year ago was primarily due to
increases in net interest income, and noninterest income. Those increases
exceeded increases in the provision for loan losses and in noninterest expense.
The increase in net interest income was influenced by the use of the net
proceeds from the recently completed Trust Preferred Securities offering and a
very favorable interest rate environment which allowed the bank's mortgage
banking subsidiary to increase its origination and sales volumes over the prior
fiscal year.

      NET INTEREST INCOME. An important source of our earnings is net interest
income, which is the difference between income earned on interest-earning
assets, such as loans, investment securities and mortgage-backed securities, and
interest paid on interest-bearing liabilities such as deposits and borrowings.
The level of net interest income is determined primarily by the relative average
balances of interest-earning assets and interest-bearing liabilities in
combination with the yields earned and rates paid upon them. The correlation
between the repricing of interest rates on assets and on liabilities also
influences net interest income.

      The following table presents a comparison of the components of interest
income and expense and net interest income.
<TABLE>
<CAPTION>

                                                                                                  Difference
-----------------------------------------------------------------------------------------------------------------------
Nine Months Ended June 30,                                 2002             2001            Amount            %
-----------------------------------------------------------------------------------------------------------------------
                                                                           (dollars in thousands)
<S>                                                       <C>              <C>              <C>             <C>
Interest income:
   Loans                                                  $10,209          $ 9,433          $   776           8.23%
   Investments                                              5,706            8,472           (2,766)        (32.65)
-----------------------------------------------------------------------------------------------------------------------
Total                                                      15,915           17,905           (1,990)        (11.11)
-----------------------------------------------------------------------------------------------------------------------

Interest expense:
   Deposits                                                 6,463            8,766           (2,303)        (26.27)
   Borrowings                                               3,588            4,431             (843)        (19.03)
-----------------------------------------------------------------------------------------------------------------------
Total                                                      10,051           13,197           (3,146)        (23.84)
-----------------------------------------------------------------------------------------------------------------------
Net interest income                                       $ 5,864          $ 4,708          $ 1,156          24.55%
=======================================================================================================================
</TABLE>

      Our growth in net interest income for the nine months ended June 30, 2002
was due primarily to a decline in the cost of our interest-bearing liabilities.
Average interest-earning assets increased $91.3 million or 28.64% over the
comparable period one-year ago but was offset by a 6 basis point decrease in net
interest margin (net interest income divided by average interest-earning
assets). The decrease in net interest margin resulted from a charge of $318,000
representing payments made on certain interest rate swap and cap agreements that
took effect during the nine months ended June 30, 2002 without a similar charge
having been made in the comparable period one year ago. That decrease was offset
by increases in average interest earning assets exceeding increases in average
interest bearing liabilities by $8.4 million and in the cost of those funds
declining 2 basis points more than the yields earned on interest earning assets.

      INTEREST INCOME. Interest income for the nine months ended June 30, 2002
decreased $2.0 million compared to the nine months ended June 30, 2001,
primarily as a result of a decrease in the average yields earned on loans and
investment securities. The decrease in interest income from the loan and
investment portfolio for the nine months ended June 30, 2002 compared to
interest income earned for the 2001 period resulted from a decrease of 232 basis
points in the average yield earned on interest earning assets. That decrease was
partially offset by an increase of $91.3 million in the average balance of loans
and investment securities outstanding.

      INTEREST EXPENSE. The $3.1 million decrease in interest expense for the
nine months ended June 30, 2002 compared to the 2001 period was principally the
result of a 234 basis point decrease in the cost of funds on average deposits
and borrowed funds. That decrease was partially offset by an increase of $82.9
million in average deposits and borrowed funds. The decrease in interest expense
on deposits was primarily due to a 224 basis point decrease in rates paid on
certificates of deposit, savings and NOW and money market accounts. That
decrease was offset by an


                                       19

<PAGE> 20


increase of $39.0 million of certificates, savings and NOW and money market
accounts, or 19.48%, from $200.2 million for the nine months ended June 30, 2001
to $239.2 million for the nine months ended June 30, 2002.

      COMPARATIVE AVERAGE BALANCES AND INTEREST INCOME ANALYSIS. The following
table presents the total dollar amount of interest income from average
interest-earning assets and the resultant yields, as well as the interest
expense on average interest-bearing liabilities, expressed both in dollars and
annualized rates. No tax-equivalent adjustments were made and all average
balances are average daily balances. Nonaccruing loans have been included in the
tables as loans carrying a zero yield.

<TABLE>
<CAPTION>
                                                             FOR THE NINE MONTHS ENDED JUNE 30,
                                       --------------------------------------------------------------------------------
                                                        2002                                    2001
                                       --------------------------------------- ----------------------------------------
                                                       INTEREST                               INTEREST       AVERAGE
                                          AVERAGE      INCOME/      AVERAGE       AVERAGE     INCOME/        YIELD/
                                          BALANCE      EXPENSE     YIELD/RATE     BALANCE     EXPENSE        RATE
                                       --------------------------------------- ----------------------------------------
                                                                    (DOLLARS IN THOUSANDS)
<S>                                      <C>          <C>            <C>       <C>            <C>             <C>
ASSETS:
Interest-earning assets:
   Real estate loans                     $156,829     $ 7,488        6.37%     $120,602       $ 6,949         7.68%
   Consumer loans                          47,051       1,650        4.68        27,057         1,712         8.44
   Commercial business loans               21,479       1,071        6.65        10,604           772         9.71
                                       ------------  ------------ ------------ ------------ -------------  ------------
      Total loans                         225,359      10,209        6.04       158,263         9,433         7.95

Investment securities                     150,177       4,340        3.85       112,498         6,016         7.13
Mortgage-backed securities                 34,644       1,366        5.26        48,097         2,456         6.81
                                       ------------  ------------ ------------ ------------ -------------  ------------
      Total interest-earning assets       410,180      15,915        5.17       318,858        17,905         7.49
                                                     ------------ ------------              -------------  ------------

Non-earning assets                         15,806                                13,429
                                       --------------                          ------------
  Total assets                           $425,986                              $332,287
                                       ==============                          ============
LIABILITIES AND STOCKHOLDERS'
   EQUITY:
Interest-bearing liabilities:
   Savings accounts                      $  5,412          85        2.09      $  4,003           101         3.36
   Now and money market accounts           74,125       1,266        2.28        56,587         2,092         4.93
   Certificates of deposit                159,671       5,112        4.27       139,615         6,573         6.28
                                       ------------  ------------ ------------ ------------ -------------  ------------
      Total deposits                      239,208       6,463        3.60       200,205         8,766         5.84

   FHLB advances                           92,202       2,222        3.21        60,352         2,654         5.86
   Other borrowings                        54,240       1,366        3.36        42,182         1,777         5.62
                                       ------------  ------------ ------------ ------------ -------------  ------------
  Total interest-bearing liabilities      385,650      10,051        3.47       302,739        13,197         5.81
                                                     ------------ ------------              -------------  ------------

Noninterest-bearing liabilities:
Noninterest-bearing demand deposits        13,236                                 6,867
Other liabilities                           5,614                                 1,635
                                       --------------                          ------------
  Total liabilities                       404,500                               311,241
Stockholders' equity                       21,486                                21,046
                                       ==============                          ============
  Total liabilities and stockholders'
   equity                                $425,986                              $332,287
                                       ==============                          ============

Net interest income                                   $ 5,864                                 $ 4,708
                                                     ============                           =============
Interest rate spread                                                 1.70%                                    1.68%
                                                                  ===========                              ============
Net interest margin                                                  1.91%                                    1.97%
                                                                  ===========                              ============

</TABLE>


                                                       20


<PAGE> 21

RATE/VOLUME ANALYSIS. The following table presents certain information regarding
changes in interest income and interest expense attributable to changes in
interest rates and changes in volume of interest-earning assets and
interest-bearing liabilities for the periods indicated. The change in interest
attributable to both rate and volume has been allocated to the changes in rate
and volume on a pro rata basis.

                                                NINE MONTHS ENDED
                                             JUNE 30, 2002 COMPARED TO
                                                   JUNE 30, 2001
                                   ---------------------------------------------
                                               CHANGE ATTRIBUTABLE TO
                                   ---------------------------------------------
                                       VOLUME            RATE            TOTAL
                                   ---------------------------------------------
                                                  (IN THOUSANDS)

Real estate loans                     $ 2,087         $(1,548)           $ 539
Consumer loans                          1,265          (1,327)             (62)
Commercial business loans                 792            (493)             299
                                   -------------   --------------   ------------
      Total loans                       4,144          (3,368)             776
Investments                             2,015          (3,691)          (1,676)
Mortgage-backed securities               (687)           (403)          (1,090)
                                   -------------   --------------   ------------
Total interest-earning assets         $ 5,472         $(7,462)         $(1,990)
                                   =============   ==============   ============

Savings accounts                        $  36           $ (52)           $ (16)
Now and money market accounts             648          (1,474)            (826)
Certificates of deposit                   944          (2,405)          (1,461)
                                   -------------   --------------   ------------
  Total deposits                        1,628          (3,931)          (2,303)
FHLB advances                           1,401          (1,833)            (432)
Other borrowings                          508            (919)            (411)
                                   -------------   --------------   ------------
Total interest-bearing liabilities    $ 3,537         $(6,683)         $(3,146)
                                   =============   ==============   ============
Change in net interest income         $ 1,935          $ (779)         $ 1,156
                                   =============   ==============   ============

         PROVISION FOR LOAN LOSSES. The provision for loan losses increased from
$54,000 during the nine months ended June 30, 2001 to $539,000 during the nine
months ended June 30, 2002 as management took a more aggressive posture in
assessing collectibility of a $2.1 commercial business loan classified 60 days
contractually delinquent. Not withstanding the question of collectibility of the
above mentioned loan, net charge-offs decreased from $109,000 during the nine
months ended June 30, 2001 to $14,000 during the nine months ended June 30,
2002.

         NONINTEREST INCOME. Noninterest income increased $2.9 million during
the nine months ended June 30, 2002, over the comparable period one year ago.
That increase was primarily the result of the increase in gain on sale of loans,
service charges on deposits and an improvement in gains on sale of investment
securities. The significant level of gains during the nine months ended June 30,
2002 resulted from the company taking advantage of loan origination volumes
coupled with home loan refinancing and a favorable interest rate environment
which enabled the company to sell loans through Greater Atlantic Mortgage at a
gain.
<TABLE>
<CAPTION>
         The following table presents a comparison of the components of
noninterest income.
                                                                                              Difference
---------------------------------------------------------------------------------------------------------------------
Nine Months Ended June 30,                            2002             2001           Amount               %
---------------------------------------------------------------------------------------------------------------------
                                                                       (dollars in thousands)
<S>                                                   <C>             <C>             <C>               <C>
Noninterest income:
   Gain on sale of loans                              $ 5,753         $ 2,901         $ 2,852             98.31%
   Service fees on loans                                  349             390             (41)           (10.51)
   Service fees on deposits                               355             339              16              4.72
   Gain on sale of investment securities                  150              21             129            614.29
   Gain on sale of real estate owned                        -              46             (46)          (100.00)
   Other operating income                                   5               4               1             25.00
---------------------------------------------------------------------------------------------------------------------
      Total noninterest income                        $ 6,612         $ 3,701         $ 2,911             78.65%
=====================================================================================================================
</TABLE>


                                       21
<PAGE> 22



         During the nine months ended June 30, 2002, the mortgage company
originated $283.2 million in mortgage loans for sale compared to $162.4 million
originated in the comparable period one year ago. The $120.8 million increase in
loan originations was largely attributable to decreases in interest rates and
increases in home mortgage refinancings. During the period, substantially all
loans originated were sold in the secondary market, in most cases with servicing
released. Loan sales for the nine months ended June 30, 2002 amounted to $295.5
million compared to sales of $156.2 million during the comparable period one
year ago. Sales of loans resulted in gains of $5.8 million and $2.9 million for
the nine months ended June 30, 2002 and 2001, respectively.

         NONINTEREST EXPENSE. Noninterest expense for the nine months ended June
30, 2002, amounted to $11.4 million, an increase of $2.5 million or 27.56% from
the $9.0 million incurred in the nine months ended June 30, 2001. The increase
was primarily attributable to a $1.8 million increase in the mortgage banking
subsidiary's noninterest expense. Noninterest expenses of the Bank increased
$656,000 from the comparable period one year ago. The increase in the mortgage
banking subsidiary's noninterest expense was primarily in compensation of $1.0
million, advertising of $288,000 and other operating expense of $414,000. The
bank's increases were primarily in compensation, occupancy, furniture fixtures
and equipment, data processing and other operating expense.
<TABLE>
<CAPTION>
         The following table presents a comparison of the components of
noninterest expense.
                                                                                                Difference
---------------------------------------------------------------------------------------------------------------------
Nine Months Ended June 30,                                    2002          2001          Amount            %
---------------------------------------------------------------------------------------------------------------------
                                                                           (dollars in thousands)
<S>                                                          <C>           <C>            <C>             <C>
Noninterest expense:
   Compensation and employee benefits                        $ 5,575       $ 4,266        $ 1,309           30.68%
   Occupancy                                                   1,318         1,169            149           12.75
   Professional services                                         526           646           (120)         (18.58)
   Advertising                                                   637           376            261           69.41
   Deposit insurance premium                                      32            25              7           28.00
   Furniture, fixtures and equipment                             621           475            146           30.74
   Data processing                                               846           635            211           33.23
   Provision for loss on real estate owned                         -             3             (3)        (100.00)
   Other operating expense                                     1,874         1,365            509           37.29
---------------------------------------------------------------------------------------------------------------------
Total noninterest expense                                   $ 11,429       $ 8,960        $ 2,469           27.56%
=====================================================================================================================
</TABLE>

         INCOME TAXES. The company files a consolidated federal income tax
return with its subsidiaries and computes its income tax provision or benefit on
a consolidated basis. Based on recent tax legislation, the company expects to
offset all taxable income in fiscal 2002 with existing net operating losses
carried forward from prior years. The company believes that it will continue to
generate taxable income, for the foreseeable future, which will assure
utilization of the existing net operating losses.

         LIQUIDITY AND CAPITAL RESOURCES. The bank's primary sources of funds
are deposits, principal and interest payments on loans, mortgage-backed and
investment securities and borrowings. While maturities and scheduled
amortization of loans are predictable sources of funds, deposit flows and
mortgage prepayments are greatly influenced by general interest rates, economic
conditions and competition. The bank has continued to maintain the levels of
liquid assets as previously required by OTS regulations. The bank manages its
liquidity position and demands for funding primarily by investing excess funds
in short-term investments and utilizing FHLB advance and reverse repurchase
agreements in periods when the bank's demands for liquidity exceed funding from
deposit inflows.

         The bank's most liquid assets are cash and cash equivalents and
securities available-for-sale. The levels of these assets are dependent on the
bank's operating, financing, lending and investing activities during any given
period. At June 30, 2002, cash and cash equivalents, interest bearing deposits
and securities available-for-sale totaled $216.8 million or 43.55% of total
assets.

         The primary investing activities of the bank are the origination of
residential one- to four-family loans, commercial real estate loans, real estate
construction and development loans, commercial borrowing and consumer loans and
the purchase of United States Treasury and agency securities, mortgage-backed
and mortgage-related securities and other investment securities. During the nine
months ended June 30, 2002, the bank's loan purchases and originations totaled
$165.9 million. Purchases of United States Treasury and agency securities,
mortgage-


                                       22


<PAGE> 23


backed and mortgage related securities and other investment securities totaled
$93.7 million for the nine months ended June 30, 2002.

         The bank has other sources of liquidity if a need for additional funds
arises. At June 30, 2002, the bank had $115.2 million in advances outstanding
from the FHLB and had an additional overall borrowing capacity from the FHLB of
$34.3 million at that date. Depending on market conditions, the pricing of
deposit products and FHLB advances, the bank may continue to rely on FHLB
borrowings to fund asset growth.

         At June 30, 2002, the bank had commitments to fund loans and unused
outstanding lines of credit, unused standby letters of credit and undisbursed
proceeds of construction mortgages totaling $145.5 million. The bank anticipates
that it will have sufficient funds available to meet its current loan
origination commitments. Certificate accounts, including IRA and Keogh accounts,
which are scheduled to mature in less than one year from June 30, 2002, totaled
$123.4 million. Based upon experience, management believes the majority of
maturing certificates of deposit will remain with the bank. In addition,
management of the bank believes that it can adjust the rates offered on
certificates of deposit to retain deposits in changing interest rate
environments. In the event that a significant portion of these deposits are not
retained by the bank, the bank would be able to utilize FHLB advances and
reverse repurchase agreements to fund deposit withdrawals, which would result in
an increase in interest expense to the extent that the average rate paid on such
borrowings exceeds the average rate paid on deposits of similar duration.

         CHANGES IN LEVELS OF INTEREST RATES MAY ADVERSELY AFFECT US. In
general, market risk is the sensitivity of income to variations in interest
rates and other relevant market rates or prices. The company's market rate
sensitive instruments include interest-earning assets and interest-bearing
liabilities. The company enters into market rate sensitive instruments in
connection with its various business operations, particularly its mortgage
banking activities. Loans originated, and the related commitments to originate
loans that will be sold, represent market risk that is realized in a short
period of time, generally two or three months.

         The company's primary source of market risk exposure arises from
changes in United States interest rates and the effects thereof on mortgage
prepayment and closing behavior, as well as depositors' choices ("interest rate
risk"). Changes in these interest rates will result in changes in the company's
earnings and the market value of its assets and liabilities. We expect to
continue to realize income from the differential or "spread" between the
interest earned on loans, securities and other interest-earning assets, and the
interest paid on deposits, borrowings and other interest-bearing liabilities.
That spread is affected by the difference between the maturities and repricing
characteristics of interest-earnings assets and interest-bearing liabilities.
Loan volume and yields are affected by market interest rates on loans, and
rising interest rates generally are associated with fewer loan originations.
Management expects that a substantial portion of our assets will continue to be
indexed to changes in market interest rates and we intend to attract a greater
proportion of short-term liabilities which will help address our interest rate
risk. The lag in implementation of repricing terms on our adjustable-rate assets
may result in a decline in net interest income in a rising interest rate
environment. There can be no assurance that our interest rate risk will be
minimized or eliminated. Further, an increase in the general level of interest
rates may adversely affect the ability of certain borrowers to pay the interest
on and principal of their obligations. Accordingly, changes in levels of market
interest rates, (primarily increases in market interest rates), could materially
adversely affect our interest rate spread, asset quality, loan origination
volume and overall financial condition and results of operations.



                                       23

<PAGE> 24



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Market risk is the risk of loss from adverse changes in market prices
and rates. The company's market risk arises primarily from interest rate risk
inherent in its lending and deposit taking activities. The company has little or
no risk related to trading accounts, commodities or foreign exchange.

         To mitigate the impact of changes in market interest rates on our
interest-earning assets and interest-bearing liabilities, we actively manage the
amounts and maturities of these assets and liabilities. A key component of this
strategy is the origination and retention of short-term and adjustable-rate
assets and the origination and sale of fixed-rate loans. We retain short-term
and adjustable-rate assets because they have repricing characteristics that more
closely match the repricing characteristics of our liabilities.

         To further mitigate the risk of timing differences in the repricing of
assets and liabilities, our interest-earning assets are matched with
interest-bearing liabilities that have similar repricing characteristics. For
example, the interest rate risk of holding fixed-rate loans is managed with
long-term deposits and borrowings, and the risk of holding ARMs is managed with
short-term deposits and borrowings. Periodically, mismatches are identified and
managed by adjusting the repricing characteristics of our interest-bearing
liabilities with derivatives, such as interest rate caps and interest rate
swaps.

         Through the use of these derivative instruments, management attempts to
reduce or offset increases in interest expense related to deposits and
borrowings. We use interest rate caps and pay-fixed interest rate swaps to
protect against rising interest rates.

         The interest rate caps and pay-fixed interest rate swaps are designed
to provide an additional layer of protection should interest rates on deposits
and borrowings rise, by effectively lengthening the repricing period. At June
30, 2002, we held an aggregate notional value of $74 million of caps and
pay-fixed interest rate swaps. None of the interest rate caps had strike rates
that were in effect at June 30, 2002, as current LIBOR rates were below the
strike rates.

         We are also striving to increase the proportion of transaction deposits
to total deposits to diminish our exposure to adverse changes in interest rates.
In particular, noninterest-bearing checking accounts and custodial accounts less
sensitive to interest rate fluctuations and provide a growing source of
noninterest income through depositor and other retail banking fees.



                                       24

<PAGE> 25



PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         Not Applicable

Item 2.  Changes in Securities

         On March 20, 2002, the Company's wholly owned subsidiary, Greater
Atlantic Capital Trust I (the "Trust"), issued $9.6 million in convertible trust
preferred securities due December 31, 2031 (the "Preferred Securities"). The
Preferred Securities were issued pursuant a registration statement (Registration
Nos. 333-75570 and 333-75570-01) initially filed with the Securities and
Exchange Commission on December 20, 2001 and effective on February 4, 2002. The
aggregate offering proceeds of the Preferred Securities were $9.6 million,
aggregate offering expenses were $157,000 and net offering proceeds were $9.5
million. In exchange for the proceeds of the offering and the proceeds from the
sale of the Trust's common securities, the Company issued approximately $9.9
million aggregate principal amount of junior subordinated debentures to the
Trust in an offering exempt from registration under Section 4(2) of the Act. The
Company currently intends to retain approximately $1.5 million of the proceeds
for general corporate purposes, investing the retained funds in short-term
investments. The remaining $8.0 million of the proceeds will be invested in
Greater Atlantic Bank to increase its capital position. Initially, these funds
will be invested in investment securities. Subsequently, such proceeds may be
used to fund new loans.

Item 3.  Defaults Upon Senior Securities

         Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders

         (a)  Greater Atlantic Financial Corp. annual Stockholder's Meeting
              was held on April 10, 2002.

         (b)  Omitted per instructions

         (c)  A brief description of each matter voted upon at the Annual
              Stockholder's Meeting held on April 10, 2002 and number of
              votes cast for, against or withheld

              1.  Election of Directors.
                                        Votes For  Votes Against  Votes Withheld
                                        ---------  -------------  --------------
                  Charles W. Calomiris  2,680,338        0             8,500
                  Carroll E. Amos       2,677,338        0            11,500
                  James B. Vito         2,680,338        0             8,500

         In addition to Charles W. Calomiris, Carroll E. Amos and James B. Vito
         the terms of office of Directors Paul J. Cinquegrana, Jeffrey M.
         Gitelman and Jeffrey W. Ochsman continued after the meeting.

              2.  Ratification of an amendment to the Greater Atlantic
                  Financial Corp. 1997 stock option and warrant plan.

                                        Votes For  Votes Against  Votes Withheld
                                        ---------  -------------  --------------
                                        1,835,261      70,845          10,200

              3.  Approval of the Greater Atlantic Financial Corp. 2002 Stock
                  Option Plan for Outside Directors.

                                        Votes For  Votes Against  Votes Withheld
                                        ---------  -------------  --------------
                                        1,823,761     80,845          11,700

              4.  Election of BDO Seidman, LLP as Independent Auditor.

                                        Votes For  Votes Against  Votes Withheld
                                        ---------  -------------  --------------
                                        2,686,635      1,000           1,200

         (d)      None

Item 5.  Other Information
         Not Applicable

Item 6.  Exhibits and Reports on Form 8-K

         Exhibit 99.1 Certification of Chief Executive Officer Carroll E. Amos
         pursuant to 18 U.S.C. 1350

         Exhibit 99.2 Certification of Chief Financial Officer David E. Ritter
         pursuant to 18 U.S.C. 1350


                                       25

<PAGE> 26


                        GREATER ATLANTIC FINANCIAL CORP.

                                   SIGNATURES

Pursuant to the requirement of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                           GREATER ATLANTIC FINANCIAL CORP.
                                           --------------------------------
                                                    (Registrant)


Date: August 6, 2002                       By: /s/ Carroll E. Amos
                                           -----------------------
                                           Carroll E. Amos
                                           President and Chief Executive Officer



Date: August 6, 2002                       By: /s/ David E. Ritter
                                           -----------------------
                                           David E. Ritter
                                           Senior Vice President and
                                            Chief Financial Officer





                                       26