8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 18, 2007

                        All American Semiconductor, Inc.
             (Exact name of registrant as specified in its charter)

          Delaware                    000-16207                 59-2814714
(State or other jurisdiction       (Commission File            (IRS Employer
     of incorporation)                 Number)              Identification No.)

                16115 Northwest 52nd Avenue, Miami, Florida 33014
               (Address of principal executive offices) (Zip Code)

      (Registrant's telephone number, including area code): (305) 621-8282

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))



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

         On April 18, 2007, All American Semiconductor, Inc. (the "Company")
received a Staff Determination Letter from The Nasdaq Stock Market indicating
that the Company is not in compliance with the continued listing requirements
set forth in Nasdaq Marketplace Rule 4310(c)(14) because the Company failed to
timely file its Annual Report on Form 10-K for the fiscal year ended December
31, 2006. The Staff Determination Letter provides that, unless the Company
requests an appeal of this determination by 4:00 p.m. Eastern Time on April 25,
2007, trading of the Company's common stock will be suspended at the opening of
business on April 27, 2007, and a Form 25-NSE will be filed with the Securities
and Exchange Commission, which will remove the Company's securities from listing
and registration on The Nasdaq Stock Market.

         As of the time of this filing, the Company has not yet made a final
determination of what action or response to take in response to the Staff
Determination Letter. The Company is considering its options, but no assurance
can be given that the Company will be able to stay or avoid the suspension of
trading of the Company's common stock and thus its delisting from The Nasdaq
Stock Market.

         The Company issued a press release on April 19, 2007 announcing its
receipt of the Staff Determination Letter. A copy of such press release is
attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                  Description
- --------------------    --------------------------------------------------------
99.1                    Press Release dated April 19, 2007

                                       1


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                              ALL AMERICAN SEMICONDUCTOR, INC.


Dated: April 19, 2007                         By: /s/ HOWARD L. FLANDERS
                                                  ------------------------------
                                                  Howard L. Flanders
                                                  Executive Vice President and
                                                  Chief Financial Officer

                                       2


                                  EXHIBIT INDEX


Exhibit
Number                  Description
- --------------------    --------------------------------------------------------
99.1                    Press Release dated April 19, 2007

                                       3

EX-99.1

                                                                    Exhibit 99.1

       All American Semiconductor Receives Notice of Delisting from Nasdaq


Miami, FL - April 19, 2007 -- All American Semiconductor, Inc. (NASDAQ-GM:
SEMI), a distributor of semiconductors and other electronic components, today
announced that on April 18, 2007 the Company received a Staff Determination
Letter from The Nasdaq Stock Market indicating that the Company is not in
compliance with the continued listing requirements set forth in Nasdaq
Marketplace Rule 4310(c)(14) because the Company failed to timely file its
Annual Report on Form 10-K for the fiscal year ended December 31, 2006. The
Staff Determination Letter provides that, unless the Company requests an appeal
of this determination by 4:00 p.m. Eastern Time on April 25, 2007, trading of
the Company's common stock will be suspended at the opening of business on April
27, 2007, and a Form 25-NSE will be filed with the Securities and Exchange
Commission, which will remove the Company's securities from listing and
registration on The Nasdaq Stock Market.

All American is considering its options, but no assurance can be given that the
Company will be able to stay or avoid the suspension of trading of the Company's
common stock and thus its delisting from The Nasdaq Stock Market.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995

This press release contains statements that are forward-looking within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. When used in this press release, the
words "expected," "intends," "may," "will," "shall," and similar expressions, to
the extent used, are intended to identify the forward looking statements. In
addition, to the extent that this press release discusses or refers to our
expectations, beliefs or intentions about the suspension and delisting of the
Company's common stock from The Nasdaq Stock Market or the Company's ability to
avoid such suspension or delisting, such statements are forward-looking
statements. All forward-looking statements are subject to a number of risks and
uncertainties that could cause actual results, performance or achievements to
differ materially from the statements made. Factors that could adversely affect
the Company's future results, performance or achievements include, without
limitation: failure of the Company to timely request a hearing before the Nasdaq
Listing Qualifications Panel to appeal the determination and to stay the
suspension of trading of the Company's common stock or, if appealed, the
Company's failure to be successful on its appeal; failure of the Company to
comply with other continued listing requirements set forth in the Nasdaq
Marketplace Rules; the filing of a Chapter 11 bankruptcy case; failure of the
Company to comply with the terms of the forbearance agreements entered into with
its lenders; the exercise by the lenders of their rights and remedies upon a
forbearance default, other default under the Credit Facility or expiration of
the forbearance period, as extended; insufficient funds generated or available
from operations, from the Company's Credit Facility because of borrowing base,
financial covenant or overadvance or other limitations or otherwise to support


the Company's operations and reduce its severe liquidity issues; further and
continuing deterioration in the relationships with existing suppliers and
customers; additional losses of suppliers and customers; the continuing and
increasing slowdown in sales or that slowdown being greater than the Company
expects; inventory builds at the Company's customer base; the closing of
additional sales offices and/or other facilities; further voluntary or
involuntary reductions of the Company's workforce; the failure of the Company's
ERP system to improve or to become fully and successfully implemented and
operational, as well as the ultimate total cost of installing and implementing
the ERP system; weakening industry and market conditions more than the Company
expects; the level and extent of effectiveness of certain cost cutting measures
by the Company implemented or required to be implemented and the impact of those
cost cutting measures on the ability of the Company to operate and to reduce its
losses; an increase in interest rates, including as a result of its default
under the Credit Facility and/or further increases in pricing levels under its
Credit Facility and/or interest rate increases by the Federal Reserve Board; and
the other uncertainties, risks and factors described in the Company's reports on
Forms 10-K, Forms 10-Q, Forms 8-K and other press releases. These risks and
uncertainties are beyond the ability of the Company to control. In many cases,
the Company cannot predict the risks and uncertainties that could cause actual
results to differ materially from those indicated by the forward-looking
statements. The Company undertakes no obligation to update publicly or revise
any forward-looking statements, business risks and/or uncertainties.

CONTACT:

Bruce M. Goldberg, CEO
Howard L. Flanders, CFO
(305) 621-8282 x1417