SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarterly period ended March 31, 2001

                                       OR

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

For the transition period ________ to ________


                         Commission file number 1-11988


                           GREG MANNING AUCTIONS, INC.
                           ---------------------------
             (Exact name of Registrant as specified in its Charter)


       DELAWARE                                                 22-2365834
-----------------------------                                  ------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


    775 Passaic Avenue
    West Caldwell, New Jersey                                       07006
---------------------------------------                            -------
(Address of principal executive offices)                          (Zip Code)


Registrant's telephone number, including area code:  (973) 882-0004

Check whether the Issuer (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 filing requirements for the past 90
days.
Yes   X        No _____
   -------

As of May 10, 2001, Issuer had 10,137,242 shares of its Common Stock
outstanding.

<PAGE>

                           GREG MANNING AUCTIONS, INC.

                                Table of Contents

                                                                     Page Number
                                                                     -----------
PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

        Condensed Consolidated Balance Sheets at
        June 30, 2000 and March 31, 2001                                    3

        Condensed Consolidated Statements of Operations for the
        three and nine months ended March 31, 2000 and 2001                 4

        Condensed Consolidated Statements of Stockholders' Equity
        for the nine months ended March 31, 2001                            5

        Condensed Consolidated Statements of Cash Flows for the
        nine months ended March 31, 2000 and 2001                           6

        Condensed Consolidated Statement of Comprehensive Loss for
        the nine months ended March 31, 2000 and 2001                       7

        Notes to Condensed Consolidated Financial Statements                8

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                          15

Item 3. Quantitative and Qualitative Disclosures About Market Risk         21

PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                  22

Item 2. Changes in Securities                                              22

Item 3. Defaults Upon Senior Securities                                    22

Item 4. Submission of Matters to a Vote of Security Holders                22

Item 5. Other Information                                                  23

Item 6. Exhibits and Reports on Form 8-K                                   23

Signatures                                                                 24

                                       2

<PAGE>

PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
                      Condensed Consolidated Balance Sheets

                                                                   June 30,           March 31,
                                                                     2000               2001
                                                                 -----------         -----------
                          Assets                                  (Audited)          (Unaudited)
 Current Assets
<S>                                                              <C>               <C>
     Cash and Cash Equivalents                                   $  1,092,311       $    731,741
     Accounts Receivable, net
       Auctions Receivable                                          6,747,582          7,527,166
       Auctions Receivable - Related Party                            614,000            165,902
       Advances to Consignors                                       2,852,294          1,642,608
       Other                                                           16,201             13,290
     Inventory                                                     20,601,338         17,158,881
     Deferred Tax Asset                                               824,000          1,013,523
     Prepaid Expenses                                                 517,523            557,287
                                                                 ------------       ------------
       Total Current Assets                                        33,265,249         28,810,398

     Property and Equipment, Net                                      927,699          1,387,514
     Goodwill, Net                                                  6,600,686          6,438,255
     Other Purchased Intangibles, Net                               3,021,667          3,432,932
     Marketable Securities                                            231,000            127,050
     Investment in Equity Method Investees                          5,936,826          4,558,286
     Other Non-Current Assets
       Deferred Tax Asset                                           1,920,000          3,939,100
       Inventory                                                    2,400,000          2,400,000
       Advances to Consignors                                         753,347            784,961
       Other                                                          386,441            263,154
                                                                 ------------       ------------
                                                                 $ 55,442,915       $ 52,141,650
                                                                 ============       ============
              Liabilities and Stockholders' Equity

 Current Liabilities
     Demand Notes Payable                                        $  7,950,000       $ 10,515,000
     Notes Payable                                                    182,498             73,057
     Payable to Third Party Consignors                              1,468,154          2,907,986
     Accounts Payable                                               3,492,776          3,486,823
     Advance from Related Party                                     2,421,804            621,322
     Accrued Expenses                                               1,849,858          1,706,517
                                                                 ------------       ------------
       Total Current Liabilities                                   17,365,090         19,310,705
     Notes Payable - Long Term                                        110,700            149,740
                                                                 ------------       ------------
 Total Liabilities                                                 17,475,790         19,460,445

 Preferred Stock, $.01 par value. Authorized
   10,000,000 shares, none issued
 Common Stock, $.01 par value. Authorized 40,000,000
      shares; 10,024,632 and 10,100,919 issued and
      outstanding at June 30, 2000 and March 31, 2001,
      respectively                                                    100,246            101,010
 Additional paid in capital                                        41,251,790         41,718,186
 Accumulated other comprehensive income:
 Unrealized loss on marketable securities                             (92,400)          (154,770)
 Accumulated Deficit                                               (1,959,043)        (6,447,604)
 Treasury stock, 99,900 and 361,300 shares at
     June 30, 2000 and March 31, 2001, respectively,
     at cost                                                       (1,333,468)        (2,535,617)
                                                                 ------------       ------------
       Total Stockholders' Equity                                  37,967,125         32,681,205
                                                                 ------------       ------------
       Total Liabilities and Stockholders' Equity                $ 55,442,915       $ 52,141,650
                                                                 ============       ============
</TABLE>

See accompanying notes to condensed consolidated financial statements

                                       3

<PAGE>
<TABLE>
<CAPTION>

                                  GREG MANNING AUCTIONS, INC.
                        Condensed Consolidated Statements of Operations
                                          (Unaudited)

                                                       Three Months Ended March 31,            Nine Months Ended March 31,
                                                     ------------------------------------------------------------------------
                                                         2000               2001                 2000                2001
                                                     ------------       ------------        -------------        ------------
<S>                                                <C>                  <C>                  <C>                <C>
Operating Revenues
   Sales of merchandise                              $ 15,341,754        $ 16,651,429        $ 41,002,333        $ 41,934,681
   Commissions earned                                   2,708,212           1,184,276           5,236,581           3,835,347
                                                     ------------        ------------        ------------        ------------
      Total Revenues                                   18,049,966          17,835,705          46,238,914          45,770,028

Cost of merchandise sold                               13,334,960          16,683,011          37,116,154          39,915,985
                                                     ------------        ------------        ------------        ------------
      Gross profit                                      4,715,006           1,152,694           9,122,760           5,854,043

Operating Expenses
   General and Administrative                           1,536,587           1,334,112           4,110,395           3,694,889
   Depreciation and Amortization                          226,437             723,637             691,875           1,459,021
   Salaries and Wages                                   1,068,117           1,329,831           3,444,226           3,868,322
   Acquisition and Merger Costs                            66,448                 491             634,507             204,835
   Marketing                                              623,747             306,251           1,761,141           1,383,614
                                                     ------------        ------------        ------------        ------------
  Total Operating Expenses                              3,521,336           3,694,322          10,642,144          10,610,681
                                                     ------------        ------------        ------------        ------------
      Operating Income (Loss)                           1,193,670          (2,541,628)         (1,519,384)         (4,756,638)

Other Income (expense)
   Gain on sale of marketable securities
      and investments                                        --                  --                14,494                --
   Interest Income                                          3,818              10,946             393,399             269,914
   Interest Expense                                      (386,452)           (354,243)         (1,219,296)         (1,052,089)
   Minority Interest                                         (835)               --                  (396)               --
   Loss from operations of investees                     (103,283)           (245,127)            (97,894)           (953,748)
                                                     ------------        ------------        ------------        ------------
   Income (Loss) before income taxes                      706,918          (3,130,052)         (2,429,077)         (6,492,561)
   Provision for benefit from income taxes                204,906            (977,000)           (911,118)         (2,004,000)
                                                     ------------        ------------        ------------        ------------
Net Income (Loss)                                    $    502,012        $ (2,153,052)       $ (1,517,959)       $ (4,488,561)
                                                     ============        ============        ============        ============

Basic Earnings (Loss) per Share
   Weighted average shares outstanding                  9,758,455          10,084,933           9,656,955          10,063,964
                                                     ============        ============        ============        ============
   Basic Earnings (Loss) per Share                   $       0.05        $      (0.21)       $      (0.16)       $      (0.45)
                                                     ============        ============        ============        ============

Diluted Earnings (Loss) per Share
   Weighted average shares outstanding                 10,351,075          10,084,933           9,656,955          10,063,964
                                                     ============        ============        ============        ============
   Diluted Earnings (Loss) per Share                 $       0.05        $      (0.21)       $      (0.16)       $      (0.45)
                                                     ============        ============        ============        ============
</TABLE>

See accompanying notes to condensed consolidated financial statements

                                       4

<PAGE>

<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
            Condensed Consolidated Statement of Stockholders' Equity
                         July 1, 2000 to March 31, 2001
                                   (Unaudited)

                                                                        Unrealized
                                                          Additional     Gain(Loss)                                     Total
                                    Common Stock           Paid-In     on Marketable    Retained      Treasury        Shareholders'
                                  Shares       $           Capital       Securities      Deficit       Stock            Equity
                                ----------  -------     ------------   -------------    --------      --------       --------------
<S>                            <C>          <C>          <C>            <C>          <C>            <C>              <C>
 Balance, June 30, 2000         10,024,632  $  100,246   $  41,251,790  $   (92,400)  $ (1,959,043   $  (1,133,468)   $ 37,967,125

 Options exercised                  25,500         256          39,969                                                      40,225

 Income tax benefit from
     exercise of stock options,
     net of valuation allowance                                 58,188                                                      58,188

 Common shares issued relating to
     acquisition of GMD, net of
     expenses                       50,787         508         278,239                                                     278,747

 Options issued relating to
     professional services                                      90,000                                                      90,000

 Unrealized loss from
     marketable securities,
     net of Cummulative taxes
     of approximately $104,000                                              (62,370)                                       (62,370)

 Common shares repurchased as
     Treasury Shares                                                                                    (1,202,149)     (1,202,149)

 Net loss, March 31, 2001                                                               (4,488,561)                     (4,488,561)

                              ------------  -----------   -------------  -----------  -------------  --------------   -------------
 Balance, March 31, 2001        10,100,919     101,010      41,718,186     (154,770)  $ (6,447,604    $ (2,535,617)   $ 32,681,205
                              ============  ===========   =============  ===========  =============  ==============   =============
</TABLE>

See accompanying notes to condensed consolidated financial statements

                                       5

<PAGE>

<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
                 Condensed Consolidated Statements of Cash Flows
                       For the Nine Months Ended March 31,
                                   (Unaudited)

                                                              2000           2001
                                                         -------------   -------------
Cash flows from operating activities:
<S>                                                      <C>             <C>
     Net Loss                                            $ (1,517,959)   $ (4,488,561)
     Adjustments to reconcile net loss to net cash
         from operating activities:
         Depreciation and amortization                        935,909       1,459,021
         Provision for bad debts (recovery)                   218,376         (14,870)
         Provision for inventory reserve                         --           690,145
         Gain on sale of marketable securities and
         investments                                          (14,494)           --
         Equity in loss of equity method investees             97,894         953,748
         Deferred tax benefit                                (911,118)     (2,004,000)
         (Increase) decrease in assets:
            Auctions receivable                            (7,707,987)       (316,616)
            Advances to consignors                            634,652       1,209,686
            Inventory                                      (4,688,026)      2,952,251
            Prepaid expenses and deposits                     600,001         (31,481)
            Other assets                                      (93,476)         77,703
         Increase (decrease) in liabilities:
            Payable to third-party consignors                (787,551)      1,439,832
            Accounts payable                                6,206,616        (529,137)
            Accrued expenses and other liabilities           (399,256)       (205,291)
            Advance from Related Party                           --        (1,800,482)
                                                         ------------    ------------
                                                           (7,305,790)       (608,052)

Cash flows from investing activities
     Capital expenditures for property and equipment         (533,376)       (765,932)
     Additional goodwill and acquisition                      (41,865)       (301,241)
     Investment in equity method investee                  (1,893,790)        (18,020)
     Proceeds from sale of marketable securities and
     investments                                               23,149            --
                                                         ------------    ------------
                                                           (2,566,511)     (1,085,193)

Cash flows from financing activities:
     Net (payments) proceeds from demand notes payable     (3,632,000)      2,565,000
     Net proceeds from (repayment of) loans and loans
     payable                                               (4,523,898)        (70,401)
     Proceeds from exercise of options                        212,887          40,225
     Proceeds from sale of common stock (net of
     expenses)                                             16,223,000
     Dividend to Spectrum partners                           (260,408)
     Investment by Spectrum partner                            44,108
     Payments for Treasury Stock                                 --        (1,202,149)
     Proceeds from Stock Subscriptions Receivable           3,000,000            --
                                                         ------------    ------------
                                                           11,063,689       1,332,675

Net change in cash and cash equivalents                     1,191,388        (360,570)
Cash and cash equivalents:
     Beginning of period                                      811,196       1,092,311
                                                         ------------    ------------
     End of period                                          2,002,584         731,741
                                                         ============    ============
</TABLE>

See accompanying notes to condensed consolidated financial statements

                                       6

<PAGE>

                           GREG MANNING AUCTIONS, INC.
             Condensed Consolidated Statements of Comprehensive Loss
                       For the Nine Months Ended March 31,
                                   (Unaudited)

                                                  2000              2001
                                             ---------------    -------------
Net Loss                                     $   (1,517,959)    $ (4,488,561)

Other Comprehensive Income (Loss)
     Unrealized loss on securities,
     net of tax of approximately $42,000                             (62,370)
                                             --------------     ------------
Comprehensive Loss                           $   (1,517,959)    $ (4,550,931)
                                             ==============     ============

See accompanying notes to condensed consolidated financial statements


                                       7

<PAGE>

Notes to Condensed Consolidated Financial Statements

(1)  Organization, Business and Basis of Presentation

        Greg Manning Auctions, Inc., together with its wholly owned subsidiaries
Ivy & Mader Philatelic Auctions, Inc., Greg Manning Galleries, Inc., Teletrade,
Inc., Greg Manning Direct, Inc. and Spectrum Numismatics International, Inc.
(collectively, the "Company") is a public auctioneer and marketer of
collectibles including rare stamps, stamp collections and stocks, sports trading
cards and memorabilia, movie posters, fine art, rare coins, comic books,
Hollywood and Rock and Roll memorabilia. The Company conducts both live auctions
and auctions via the Internet, bringing together purchasers and sellers located
throughout the world. The Company accepts property for sale at auctions from
sellers on a consignment basis, and earns a commission on the sale. The Company
also sells collectibles by private treaty for a commission, and sells its own
inventory at auction, wholesale and retail. In addition, the Company maintains a
48% investment in GMAI-Asia.com, Inc., which conducts retail sales and auction
sales over the Internet in Asia, particularly in China.

The accompanying condensed consolidated balance sheet as of June 30, 2000 and
March 31, 2001 and related condensed consolidated statements of operations,
stockholders' equity, cash flows and comprehensive income for the three and nine
month periods ended March 31, 2000 and 2001 have been prepared from the books
and records maintained by the Company, in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q. Accordingly, they do not include all information and
disclosures required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, which are
of a normal recurring nature, considered necessary for a fair presentation have
been included. For further information, refer to the consolidated financial
statements and disclosures thereto in the Company's Form 10-KSB for the year
ended June 30, 2000 filed with the Securities and Exchange Commission. The
results of operations for such periods are not necessarily indicative of the
results expected for the full fiscal year or for any future period.

(2) Summary of Certain Significant Accounting Policies

Revenue Recognition

The Company recognizes revenue when the rare stamps and collectibles are sold at
auction and is represented by a commission received from the buyer and seller.
Auction commissions represent a percentage of the hammer price at auction sales
as paid by the buyer and the seller.

In addition to auction sales, the Company also sells via private treaty. This
occurs when an owner of property arranges with the Company to sell such property
to a third party at a privately negotiated price. In such a transaction, the
owner may set selling price parameters for the Company, or the Company may
solicit selling prices for the owner, and the owner may reserve the right to
reject any selling price. The Company does not guarantee a fixed price to the
owner, which would be payable regardless of the actual sales price ultimately
received. The Company recognizes as private treaty revenue an amount equal to a
percentage of the sales price.

The Company also sells its own inventory at auction, wholesale and retail.
Revenue with respect to inventory at auction is recognized when sold and for
wholesale or retail sales, revenue is recognized when delivered or released to
the customer or to a common carrier for delivery. Sales returns have not been
material.

The Company does not provide any guarantee with respect to the authenticity of
property offered for sale at auction. Each lot is sold as genuine and as
described by the Company in the catalog. When however, in the opinion of a
competent authority mutually acceptable to the Company and the purchaser, a lot
is declared otherwise, the purchase price will be refunded in full if the lot is
returned to the Company within a specified period. In such event, the Company
will return such lot to the consignor before a settlement

                                       8
<PAGE>

payment has been made to such consignor for such lot in question. To date,
returns have not been material. Large collections are generally sold on an "as
is" basis.

The Company believes their revenue recognition policies do not significantly
differ from the Securities and Exchange Commission's Staff Accounting Bulletin
No. 101, Revenue Recognition in Financial Statements.

Basis of Presentation

During February 2000, the Company acquired all of the outstanding stock of
Spectrum Numismatics International, Inc. ("Spectrum") in a transaction accounted
for under the pooling of interest method of accounting. The condensed
consolidated financial statements reflect the operations and financial position
as if Spectrum was a wholly owned subsidiary of the Company as of July 1, 1999.

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of its
wholly owned subsidiaries. All intercompany accounts and transactions have been
eliminated in consolidation.

Business Segment

The company operates in one segment, the auctioning or private treaty sale of
rare stamps and other collectibles. Set forth below is a table of aggregate
sales of the Company, subdivided by source and market:
<TABLE>
<CAPTION>

                                                    For the Nine Months Ended March 31,
                                          --------------------------------------------------------
                                                                                 Percentages
                                               2000             2001           2000         2001
                                          --------------   -------------    ---------   ----------
<S>                                          <C>             <C>                <C>          <C>
 Aggregate Sales                             86,054,221      67,159,695         100%         100%
                                          ==============   =============    =========   ==========
       By Source:
            A. Auction                       60,393,642(a)   25,213,209(a)       70%          38%
            B. Sales of Inventory            25,660,579      41,946,486          30%          62%
                                          --------------   -------------    ---------   ----------
                                             86,054,221      67,159,695         100%         100%
                                          ==============   =============    =========   ==========
       By Market:
            A. Philatelics                   11,701,340(a)   11,980,517(a)       14%          18%
            B. Numismatics                   65,793,538      41,689,307          76%          62%
            C. Sports Collectibles            6,048,978       5,549,698           8%           8%
            D. Diamond                          420,982          92,747           0%           0%
            E. Art                               68,618          12,550           0%           0%
            F. Other Collectibles             2,020,765       7,834,876           2%          12%
                                          --------------   -------------    ---------   ----------
                                             86,054,221      67,159,695         100%         100%
                                          ==============   =============    =========   ==========
</TABLE>

(a) Includes sales from Greg Manning Direct of approximately $23,500,000 and
    $3,100,000 for the nine months ended March 31, 2000 and 2001, respectively.

Aggregate sales consist of the aggregate proceeds realized from the sale of
property, which include the Company's commissions when applicable. Property sold
by the Company is either consigned to it by the owner of the property, or is
owned by the Company directly. Aggregate sales of the Company's inventory are
classified as such without regard as to whether the inventory was sold at
auction or directly to a customer. Aggregate sales by auction and by private
treaty represent the sale of property consigned by third parties.

                                       9
<PAGE>

Accounts Receivable

Advances to consignors represent advance payments, or loans, to the consignor
prior to the auction sale, collateralized by the items received and held by the
Company for the auction sale and the proceeds from such sale. Interest on such
amounts is generally charged at an annual rate of 12%. Such advances generally
are not outstanding for more than nine months from the date of the note.

As of June 30, 2000 and March 31, 2001, the allowance for doubtful accounts
included in auction receivables was approximately $826,000 and $811,000,
respectively.

Intangible Assets

        Goodwill

Goodwill primarily includes the excess purchase price paid over the fair value
of the net assets acquired. Goodwill is being amortized on a straight-line basis
over periods ranging from five to twenty years. Total accumulated amortization
at June 30, 2000 and March 31, 2001 was approximately $857,000 and $1,727,000,
respectively. Amortization expense charged to operations for the three and nine
months ended March 31, 2000 was approximately $ 63,000 and $ 185,000
respectively, and for the three and nine months ended March 31, 2001 was
approximately $497,000 and $870,000, respectively.

        Other Purchased Intangibles

Other Purchased Intangibles consisting of Trademarks, and Customer Lists,
purchased as part of business acquisitions or in the ordinary course of business
are presented net of related accumulated amortization and are being amortized on
a straight-line basis over a 20-year period for Trademarks and a 5-year period
for Customer Lists. Total accumulated amortization at June 30, 2000 and March
31, 2001 was approximately $ 378,000 and $ 614,000, respectively. Amortization
expense charged to operations for the three and nine months ended March 31, 2000
was approximately $ 58,000 and $ 173,000, respectively, and for the three and
nine months ended March 31, 2001 was approximately $95,000 and $238,000,
respectively.

The carrying value of intangible assets and other long-lived assets, including
equity method investments, are reviewed on a regular basis for the existence of
facts or circumstances, both internally and externally, that may suggest
impairment. This evaluation is based on historical and projected results of
operations and gross cash flow for the underlying business.

Investments

The Company accounts for marketable securities pursuant to the Statement of
Financial Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities. Under this statement, the Company's marketable
securities with a readily determinable fair value have been classified as
available for sale and are carried at fair value with an offsetting adjustment
to Stockholders' Equity. Net unrealized gains and losses for temporary changes
in fair value of marketable securities are credited or charged to a separate
component of Stockholders' Equity.

Marketable securities available for sale as of June 30, 2000 and March 31, 2001
is as follows:

                                              Market      Unrealized
                                 Cost         Value       Gain (Loss)
                                 ----         -----       ----------

June 30, 2000   Common Stock   $ 385,000    $ 231,000    $ (154,000)
                               =========    =========    ===========
March 31, 2001  Common Stock   $ 385,000    $ 127,050    $ (257,950)
                               =========    =========    ===========

                                       10
<PAGE>

Earnings (loss) per common and common equivalent share

Basic earnings per share is computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding during
the period. Diluted earnings per share is computed by dividing income available
to common shareholders by the weighted-average number of common shares
outstanding during the period increased to include the number of additional
common shares that would have been outstanding if the dilutive potential common
shares had been issued. The dilutive effect of the outstanding options would be
reflected in diluted earnings per share by application of the treasury stock
method. There is no dilutive effect to these options for the three and nine
months ended March 31, 2001.

Comprehensive Income

Comprehensive income as defined includes all changes in equity (net assets)
during a period from non-owner sources. Accumulated other comprehensive income,
as presented on the accompanying consolidated balance sheet consist of the net
unrealized gains (losses) on securities, net of tax.


(3) Inventories
        Inventories as of June 30, 2000 consisted of the following:

                                    Current      Non-current       Total
                                  ------------   -----------    ------------
          Stamps                   $ 3,609,682   $   500,000    $  4,109,682
          Sports Collectibles        4,003,742                     4,003,742
          Coins                      8,881,741     1,000,000       9,881,741
          Art                          315,097                       315,097
          Other                      3,791,076   $   900,000       4,691,076
                                   -----------   -----------    ------------
                                   $20,601,338   $ 2,400,000    $ 23,001,338
                                   ===========   ===========    ============

        Inventories as of March 31, 2001 consisted of the following:

                                     Current      Non-current      Total
                                   -----------   ------------   ------------

          Stamps                   $ 2,712,153   $    500,000   $  3,212,153
          Sports Collectibles        2,254,083          -          2,254,083
          Coins                      7,642,122      1,000,000      8,642,122
          Art                          314,360          -            314,360
          Other                      4,236,163        900,000      5,136,163
                                   -----------   ------------   ------------
                                   $17,158,881   $  2,400,000   $ 19,558,881
                                   ===========   ============   ============

             The Company has provided an inventory reserve of approximately
$514,000 and $1,204,000 at June 30, 2000 and March 31, 2001, respectively. The
non-current inventory represents an estimate of total inventory, which is not
expected to be sold within one year.

               Inventories are stated at the lower of cost or market. In
instances where bulk purchases are made, the cost allocation is based on the
relative market values of the respective goods. The Company has agreements with
certain suppliers to share the net profits or losses attributable to the sale of
specific items of inventory.

(4) Acquisition of Subsidiary

        On November 17, 2000, the Company, through Spectrum Numismatics,
completed the acquisition of all of the capital stock of an ongoing coin company
in which Spectrum previously owned a minority interest. The purchase price for
the acquisition was approximately $ 1,038,000, consisting of cash and
contributed intangibles.

                                       11
<PAGE>

(5) Related-party Transactions

        Certain directors of the Company, provide legal, computer and consulting
services to the Company. Such expenditures were approximately $604,000 and
$1,097,000 for nine months ended March 31, 2000 and 2001 and $286,000 and
$263,000 for three months ended March 31, 2000 and 2001.

        Included in Auctions Receivable - Related Party is approximately
$166,000 for Afinsa Bienes Tangibles, SA, ("Afinsa") which owns approximately
21% of the Company's outstanding Common Stock.

               For the three and nine months ended March 31, 2000, sales of
approximately $341,000 (3% of sales) and $3,476,000 (11% of sales),
respectively, were made to an equity method investee of the Company and a former
stockholder of Spectrum, who is a current stockholder of the Company. Sales made
in the three and nine months ended March 31, 2001 were approximately $322,000
(2% of sales) and $430,000 (1% of sales). Purchases made from these entities
approximated $628,000 and $468,000 for the three months ended March 31, 2000 and
2001, respectively; and $939,000 and $1,029,000 for the nine months ended March
31, 2000 and 2001, respectively.

               The Company acts as an agent of Afinsa regarding their stock
subscription agreement with GMAI-Asia.com, Inc. Under this agreement, the
Company receives funds from Afinsa and advances such funds to GMAI-Asia.com,
Inc. on an as-needed basis. There is no segregation of these funds. Such amount
liable to be paid to GMAI-Asia.com, Inc. is $2,421,804 and $ 621,322 at June 30,
2000 and March 31, 2001, respectively and is included in Advance from Related
Party.

              Prior to the Spectrum acquisition, Spectrum was indebted to one of
their stockholders (a current stockholder of the Company) under the terms of
three secured notes which were due on demand and allowed for maximum borrowings
of approximately $5,000,000. These notes were paid in full during fiscal 2000.
Interest expense associated with these notes was approximately $ 33,000 and
$242,000 for the three and nine months ended March 31, 2000, respectively.
Additionally, Spectrum paid this individual approximately $ 18,000 and $104,000
for consulting and debt guarantee fees for the three and nine months ended March
31, 2000, respectively.

            During the three and nine months ended March 31, 2001, the Company
paid Mr. Manning debt guarantee fees of approximately $47,000 and $142,000,
respectively.

(6) Debt

        The Company has a revolving credit agreement with Brown Brothers
Harriman & Co. ("Brown Brothers") pursuant to which Brown Brothers agreed to
provide the Company with a credit facility of up to $5,750,000. The Company pays
an annual fee for the facility equal to one quarter of one percent of the total
amount of such facility. Borrowings under this facility bear interest at the
rate of 2% above Brown Brothers base rate, which was 8.25% and 9.0% at June 30,
2000 and March 31, 2001, respectively, and are payable on demand. At June 30,
2000 and March 31, 2001, borrowing under this facility totaled $1,600,000 and
$3,575,000, respectively. Absent a material adverse change or event of default
as determined by Brown Brothers, with respect to the revolving credit loan,
Brown Brothers has agreed to provide the Company with a 120-day notification
period prior to issuing a demand for repayment, so long as the Company is in
compliance with certain financial and operating guidelines.

         The Company's obligations to Brown Brothers under the above revolving
credit loan facility is collateralized by the Company's accounts receivable,
advances to consignors, and inventory. The loan agreements contain various
guidelines (including those relating to minimum tangible net worth and interest
coverage ratio) which the Company must adhere to and which prohibits payment of
dividends or like distributions without the consent of Brown Brothers. Absent a
material adverse change or event of default as determined by Brown Brothers,
Brown Brothers has agreed to provide the Company with a 120-day notification
period prior to issuing a demand for repayment, so long as the Company is in
compliance with certain financial and operating guidelines. As of March 31,
2001, the Company was not in compliance with the guideline relating to the
formula of earnings before interest, depreciation and taxes

                                       12
<PAGE>

to interest expense. As a result, Brown Brothers has the right under the credit
agreement to demand immediate repayment of all amounts outstanding without the
otherwise applicable 120-day notice period. At May 10, 2001, Brown Brothers had
not demanded such repayment.

       Spectrum has a revolving credit agreement with Bank of America pursuant
to which Bank of America agreed to provide Spectrum with a credit facility of up
to $10,000,000 subject to adjustments as defined in the agreement. The loan
agreement allows for borrowings based on the lesser of $10,000,000 or a
percentage of eligible inventories and accounts receivable or 50% of the market
value of GMAI stock pledged as collateral. The Company pays an annual fee for
the facility equal to one quarter of one percent of the total amount of such
facility. Borrowings under this facility bear interest at Bank of America base
rate, which was 8.25 % at June 30, 2000 and 9.5% at March 31, 2001. The credit
facility expires on May 18, 2001 and is personally guaranteed by Greg Manning
who has pledged 700,000 shares of the Company owned personally by Mr. Manning.
Additionally, the line is collateralized by all of the assets of Spectrum and is
guaranteed by GMAI. In connection with this agreement, the Company pays Mr.
Manning a guarantee debt fee that is based on 3% per annum of the average loan
balance outstanding each month. Total borrowing under this line of credit
totaled $6,350,000 and $6,500,000 at June 30, 2000 and March 31, 2001,
respectively.

            Spectrum is in the process of negotiating a short-term extension of
the expiration date of the facility, and believes that such an extension will be
granted, subject to certain conditions. In the interim, the Company is seeking
other sources of financing.

(7) Supplementary Cash Flow Information

        Following is a summary of supplementary cash flow information:

                                                   Nine Months Ended
                                              March 31,
                                           -------------------------------
                                               2000              2001
                                           ------------      -------------

 Interest paid                            $   1,191,671      $   1,042,882
 Income taxes paid                                1,222              3,872

 Summary of significant non-cash transactions:

 Income Tax effect of the                 $     298,818      $      58,188
 exercise of options

 Issuance of shares related
 to the acquisition of GMD.                        -               278,747

 Options issued relating to                        -                90,000
  professional services

 Issuance of shares related to GMAI-Asia      3,614,236               -
  purchase of Everbrite Technologies

Issuance of shares related to                25,000,000               -
acquisition of Spectrum Numismatics
International, Inc

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

        This Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including, without limitation, statements regarding the
Company's expectations, beliefs, intentions or future strategies that are
signified by the words "expects", "anticipates", "intends",

                                       13
<PAGE>

"believes", or similar language. All forward-looking statements included in this
document are based on information available to the Company on the date hereof,
and the Company assumes no obligation to update any such forward-looking
statements. Actual results could differ materially from those projected in the
forward-looking statements. In evaluating the Company's business, prospective
investors should carefully consider the information set forth below, and in the
Company's Form 10-KSB, and in its Proxy Statement, filed with the Securities and
Exchange Commission on October 30, 2000 and Form S-3 filed with the Securities
and Exchange Commission on November 8, 2000, in addition to the other
information set forth herein. The Company cautions investors that its business
and financial performance are subject to substantial risks and uncertainties.

        Effective February 18, 2000, the Company's acquisition of Spectrum
Numismatics International, Inc. ("Spectrum") was consummated. The acquisition
has been accounted for using the pooling of interests method of accounting. In
accordance with Generally Accepted Accounting Principles, the historical
financial statement information presented below reflects the balances from
Spectrum's financial statements as if the acquisition had been made as of July
1, 1999.

Results of Operations

General

       The Company's revenues are represented by the sum of (a) the proceeds
from the sale of the Company's inventory, and (b) the portion of sale proceeds
from auction or private treaty that the Company is entitled to retain after
remitting the sellers' share, consisting primarily of commissions paid by
sellers and buyers. Generally, the Company earns a commission from the seller of
5% to 15% (although the commission may be slightly lower on high value
properties) and a commission of 10% to 15% from the buyers.

        The Company's operating expenses consist of the cost of sales of the
Company's inventory and general and administrative expenses and marketing
expenses for the three and nine months ended March 31, 2000 and 2001. General
and administrative expenses are incurred to pay employees and to provide support
and services to those employees, including the physical facilities and data
processing. Marketing expenses are incurred to promote the services of the
Company to sellers and buyers of collectibles through advertising and public
relations, producing and distributing its auction catalogs and conducting
auctions.

Three months ended March 31, 2001
Compared with the three months ended March 31, 2000

        The Company recorded a decrease in net revenues of approximately $
214,000 (1%) from approximately $ 18,050,000 for the three months ended March
31, 2000 to approximately $17,836,000 for the three months ended March 31, 2001.
The primary reason for this decrease was a decrease in revenues from Greg
Manning Direct of approximately $1,417,000 which was partly offset by an
increase in revenues from Spectrum of approximately $1,150,000.

        Sales of owned inventory increased during the current period by
approximately $ 1,310,000 (9%) and was offset by a decrease in commissions
earned of approximately $ 1,524,000 (56%), reflecting the decrease in revenues
from Greg Manning Direct. Most of the increase in sales of owned inventory was
the result of increases in comic books, movie posters and coins.

        Gross profit decreased approximately $ 3,562,000 (76%) from
approximately $ 4,715,000 for the three months ended March 31, 2000 to
approximately $ 1,153,000 for the three months ended March 31, 2001. Gross
profit margins decreased from 26% to 6% for the three months ended March 31,
2000 and 2001, respectively. The decrease in gross profit was in part the result
of lower commissions from Greg Manning Direct of approximately $1,500,000 as
well as a reduction in gross profit margin of approximately 13% on owned
inventory due to an aggressive program to lower inventory balances which
included an increase in the inventory reserve of $500,000.

                                       14
<PAGE>

        The Company's operating expenses increased approximately $ 173,000 ( 5%)
during the three months ended March 31, 2001 as compared to the same period in
the prior year. Marketing expenses decreased approximately $ 317,000 (51%),
depreciation and amortization increased approximately $497,000 (220%) (primarily
due to a write-down of goodwill relating to GMD of approximately $300,000),
salaries and wages increased approximately $ 262,000 (25%), acquisition costs
decreased approximately $66,000 (99%) and general and administrative expenses
decreased approximately $202,000 (13%). These decreases reflect the execution of
the Company's strategic plan to reduce corporate expenses to return the Company
to profitability.

        These increased costs decreased revenues had the effect of increasing
operating costs as a percentage of operating revenue from 20% during the three
months ended March 31, 2000 to 21% for the same period ended March 31, 2001.

        Interest expense (net of interest income) for the three months ended
March 31, 2001 decreased approximately $39,000 from approximately $383,000 to
approximately $ 343,000.

        The Company's effective tax rate for the three month periods ended March
31, 2000 and 2001 were approximately 32% and 30%, respectively. The difference
primarily relates to a valuation allowance provided for net operating loss
carryforwards. This rate may change during the remainder of 2001 if operating
results or acquisition related costs differ significantly from current
projections.

        The Company's increase in operating losses of approximately $ 3,735,000,
coupled with an increase in losses from operations of equity investees of
approximately $ 142,000, resulted in a net loss before income taxes of
approximately $ 3,130,000 for the current three month period as compared to net
income before income taxes of approximately $ 707,000 for the three months ended
March 31, 2000.

Nine months ended March 31, 2001
Compared to nine months ended March 31, 2000

        The Company had a decrease in net revenues of approximately $ 469,000
(1%) from approximately $46,239,000 to approximately $45,770,000 for the nine
months ended March 31, 2000 and 2001, respectively. This decrease is primarily
attributable to a decrease in the revenues from Greg Manning Direct.

        Gross profit decreased approximately $ 3,269,000 (36%) from
approximately $ 9,123,000 for the nine months ended March 31, 2000 to
approximately $ 5,854,000 for the nine months ended March 31, 2001. Gross profit
margins decreased from 20% to 13% for the nine months ended March 31, 2000 and
2001, respectively. The decrease in gross profit was in part the result of lower
commissions of approximately $1,400,000 from Greg Manning Direct as well as a
reduction of 4.7% in gross profit margin on owned inventory due to an aggressive
program to lower inventory balances in the fiscal third quarter which included
an increase in the inventory reserve of $500,000.

        The Company's operating expenses decreased approximately $ 31,000 (1%)
during the nine months ended March 31, 2001 as compared to the same period in
the prior year. Marketing expenses decreased approximately $378,000 (21%),
depreciation and amortization increased approximately $767,000 (111%) (primarily
due to goodwill amortization relating to GMD), salaries and wages increased
approximately $ 424,000 (12%), acquisition costs decreased approximately
$430,000 (68%) and general and administrative expenses decreased approximately
$415,000 (10%). These decreases reflect the execution of the Company's strategic
plan to reduce corporate expenses to return the Company to profitability.

        These decreased costs and revenues had the effect of maintaining
operating costs as a percentage of operating revenue at 23% during the nine
months ended March 31, 2000 and 2001,

                                       15
<PAGE>

        Interest expense (net of interest income) for the nine months ended
March 31, 2001 decreased approximately $43,000 from approximately $ 826,000 to
approximately $ 782,000.

        The Company's effective tax rate for the nine month periods ended March
31, 2000 and 2001 were approximately 36% and 30%, respectively. The difference
primarily relates to a valuation allowance provided for net operating loss
carryforwards. This rate may change during the remainder of 2001 if operating
results or acquisition related costs differ significantly from current
projections.

        The Company's increase in operating losses of approximately $ 3,238,000,
coupled with an increase in losses from operations of equity investees of
approximately $ 856,000, resulted in an increase in losses before income taxes
of approximately $ 4,064,000 from approximately $ 2.429,000 to approximately $
6,493,000 the nine months ended March 31, 2000 and 2001, respectively.

 Liquidity and Capital Resources

        At March 31, 2001, the Company's working capital position was
approximately $ 9,499,000, compared to approximately $ 15,900,000 as of June 30,
2000. This decrease of approximately $6,401,000 was primarily due to increases
in demand notes payable of approximately $ 2,565,000, amounts payable to third
party consignors of approximately $ 1,440,000, and decrease in cash of
approximately $ 361,000, advances to consignors of approximately $ 1,209,000 and
inventory of approximately $ 2,952,000. These were partly offset by increases in
accounts receivable of approximately $ 779,000 and decreases in advances from
related party of approximately $ 1,801,000 and accrued expenses of approximately
$ 205,000.

        The Company experienced a decrease in cash flow from investing
activities for the nine months ended March 31, 2001 of approximately $
1,085,000. This was primarily attributable to the acquisition of property and
equipment and other purchased intangibles.

        The Company experienced an increase in cash flow from financing
activities for the nine months ended March 31, 2001 of approximately $
1,333,000. This was primarily attributable to the proceeds from demand notes
payable of approximately $ 2,565,000, which was partly offset by the purchase of
treasury stock of approximately $ 1,202,000.

        The Company's need for liquidity and working capital is expected to
increase as a result of any proposed business expansion activities. In addition
to the need for such capital, and to enhance the Company's ability to offer cash
advances to a larger number of potential consignors of property (which
management believes is an important aspect of the marketing of an auction
business). In addition, the Company will likely require additional working
capital in the future in order to further expand its sports trading card and
sports memorabilia auction business as well as to acquire collectibles for sale
in the Company's business.

        Management believes that the Company's cash flow from ongoing operations
supplemented by the Company's working capital credit facilities will be adequate
to fund the Company's working capital requirements for the next 12 months.
However, to complete any of the Company's proposed expansion activities or to
make any significant acquisitions, the Company may consider exploring financing
alternatives including increasing its working capital credit facilities or
raising additional debt or equity capital.

        The decision to expand, the desired rate of expansion, and the areas of
expansion will be determined by management and the Board of Directors only after
careful consideration of all relevant factors. This will include the Company's
financial resources and working capital needs, and the necessity of continuing
its growth and position in its core business area of stamp auctions.

                                       16
<PAGE>

Risk Factors

        From time to time, information provided by the Company, including but
not limited to statements in this report, or other statements made by or on
behalf of the Company, may contain "forward-looking" information within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such statements involve a number of risks and
uncertainties. The Company's actual results could differ materially from those
discussed in the forward-looking statements. The cautionary statements set forth
below identify important factors that could cause actual results to differ
materially from those in any forward-looking statements made by or on behalf of
the Company:

     o    At times there may be a limited supply of collectibles available for
          sale by the Company, and such supply varies from time to time. While
          the Company generally has not experienced a lack of collectibles that
          has prevented it from conducting appropriately sized auctions on an
          acceptable schedule, no assurance can be given that the Company will
          be able to obtain consignments of suitable quantities of collectibles
          in order to conduct auctions of the size, and at the times, the
          Company may desire in the future. The Company's inability to do so
          would have a material adverse effect on the Company.

     o    The development and success of the Company's business has been and
          will continue to be dependent substantially upon its President,
          Chairman and Chief Executive Officer, Greg Manning. The unavailability
          of Mr. Manning, for any reason, would have a material adverse effect
          upon the business, operations and prospects of the Company if a
          suitable replacement is not engaged.

     o    The Company frequently grants credit to certain purchasers at its
          auctions permitting them to take immediate possession of auctioned
          property on an open account basis, within established credit limits,
          and to make payment in the future, generally within 30 days. This
          practice facilitates the orderly conduct and settlement of auction
          transactions, and enhances participation at the Company's auctions. In
          such events, however, the Company is liable to the seller who
          consigned the property to the Company for the net sale proceeds even
          if the buyer defaults on payment to the Company. While this practice
          has not resulted in any material loss to the Company, the dollar
          volume of the Company's potential exposure from this practice could be
          substantial at any particular point in time.

     o    The business of selling stamps and other collectibles at auction and
          in retail sales is highly competitive. The Company competes with a
          number of auction houses and collectibles companies throughout the
          United States and the world. While the Company believes that there is
          no dominant company in the stamp auction or collectibles business in
          which it operates, there can be no assurances that other concerns with
          greater financial and other resources and name recognition will not
          enter the market.

     o    The Company may be adversely affected by the costs and other effects
          associated with (i) legal and administrative cases and proceedings;
          (ii) settlements, investigations, claims and changes in those items;
          and (iii) adoption of new, or changes in, accounting policies and
          practices and the application of such policies and practices.

     o    The Company's results of operations may also be affected by the
          amount, type and cost of financing which the Company maintains, and
          any changes to the financing.

     o    The Company's operations and future cash flows would be adversely
          affected if it cannot maintain adequate lines of credit to fund its
          operations.

     o    The Company intends to consider appropriate acquisition candidates as
          described in "Future Planned Expansion" herein. There can be no
          assurance that the Company will find or consummate transactions with
          suitable acquisition candidates in the future.

     o    The Company's operations may be adversely affected by governmental
          regulation and taxation of the Internet, which is subject to change. A
          number of legislative and regulatory proposals under consideration by
          federal, state, local and foreign governmental organizations may
          result in there being enacted laws concerning various aspects of the
          Internet, including online content, user privacy, access charges,
          liability for third-party activities, and jurisdictional issues. These
          laws could harm our business by increasing the Company's cost of doing
          business or discouraging use of the Internet

                                       17
<PAGE>

     o    The Company's business will be adversely affected if use of the
          Internet by consumers, particularly purchasers of collectibles, does
          not continue to grow. A number of factors may inhibit consumers from
          using the Internet. These include inadequate network infrastructure,
          security concerns, inconsistent quality of service and a lack of
          cost-effective high-speed service. Even if Internet use grows, the
          Internet's infrastructure may not be able to support the demands
          placed on it by this growth and its performance and reliability may
          decline. In addition, many Web sites have experienced service
          interruptions as a result of outages and other delays occurring
          throughout the Internet infrastructure. If these outages or delays
          occur frequently in the future, use of the Internet, as well as use of
          the Company's Web sites, could grow more slowly or decline.

     o    A number of legislative and regulatory proposals under consideration
          by federal, state, local and foreign governmental organizations may
          result in there being enacted laws concerning various aspects of the
          Internet, including online content, user privacy, access charges,
          liability for third-party activities, and jurisdictional issues. These
          laws could harm the Company's business by increasing its cost of doing
          business or discouraging use of the Internet.

           In addition, the tax treatment of the Internet and electronic
           commerce is currently unsettled. A number of proposals have been made
           that could result in Internet activities, including the sale of goods
           and services, being taxed. The U.S. Congress recently passed the
           Internet Tax Information Act, which places a three-year moratorium on
           new state and local taxes on Internet commerce. There may, however,
           be enacted in the future laws that change the federal, state or local
           tax treatment of the Internet in a way that is detrimental to our
           business.

            Some local telephone carriers claim that the increasing popularity
           of the Internet has burdened the existing telecommunications
           infrastructure and that many areas with high Internet use are
           experiencing interruptions in telephone service. These carriers have
           petitioned the Federal Communications Commission to impose access
           fees on Internet service providers. If these access fees are imposed,
           the cost of communicating on the Internet could increase, and this
           could decrease the demand for the Company's services and increase its
           cost of doing business.

     o    The Company holds rights to various Web domain names. Governmental
          agencies typically regulate domain names. These regulations are
          subject to change. The Company may not be able to acquire or maintain
          appropriate domain names in all countries in which it or its
          affiliates do business. Furthermore, regulations governing domain
          names may not protect the Company's trademarks and similar proprietary
          rights. The Company may be unable to prevent third parties from
          acquiring domain names that are similar to, infringe upon or diminish
          the value of the Company's trademarks and other proprietary rights.

     o    The Company cannot accurately forecast revenues of its business. The
          Company may experience significant fluctuations in its quarterly
          operating results. Future fluctutations in operating results or
          revenue shortfalls could adversely affect the success of the Company.

     o    The popularity of collectibles could decline. This could affect the
          market value of inventory the Company currently holds or may hold in
          the future.

          o    Our significant growth has placed substantial pressures on our
               personnel and systems. In order to support this growth, we have
               added a significant number of new operating procedures,
               facilities and personnel. Although we believe this will be
               sufficient to enable us to meet our growing operating needs, we
               cannot be certain. In addition, acquisition transactions are
               accompanied by a number of risks, including:

               -    the difficulty of assimilating the operations and personnel
                    of the acquired companies;

               -    the potential disruption of the Company's ongoing business
                    and distraction of management;

               -    the difficulty of incorporating acquired technology or
                    content and rights into the Company's products and media
                    properties and unanticipated expenses related to such
                    integration;

                                       18
<PAGE>

               -    the negative impact on reported earnings if any transactions
                    that are expected to qualify for pooling of interest
                    accounting treatment for financial reporting purposes fail
                    to so qualify;

               -    the impairment of relationships with employees and customers
                    as a result of any integration of new management personnel;
                    and

               -    the potential unknown liabilities associated with the
                    acquired businesses.


                                       19
<PAGE>

Item 3. Quantitative and Qualitative Disclosures About Market Risk

         Market risk represents the risk of loss that may impact the financial
position, results of operations or cash flows of the Company due to adverse
changes in financial market prices, including interest rate risk, foreign
currency exchange rate risk, investment risk, commodity price risk and other
relevant market rate or price risks.

        The Company currently has no activities that would expose it to interest
rate or foreign currency exchange rate risks.

Investment Risk. The Company maintains investments in equity instruments of
public and privately held companies for business and strategic purposes. These
investments are included in marketable securities and other long-term assets and
are accounted for under the cost method when ownership is less than 20% and the
Company does not have the ability to exercise significant influence over
operations. For these investments, the Company's policy is to regularly review
the assumptions underlying the operating performance and cash flow forecasts in
assessing the carrying values. The Company identifies and records impairment
losses on long-lived assets when events and circumstances indicate that such
assets might be impaired.

Commodity Price Risk. The Company may, at times, be exposed to commodity price
risk on certain inventory products. The Company historically and currently has
not experienced any significant commodity price risks.


                                       20

<PAGE>

                           GREG MANNING AUCTIONS, INC.

Part II - OTHER INFORMATION

Item 1. Legal Proceedings

               None

Item 2. Changes in Securities

        Pursuant to a stock grant agreement dated May 15, 2000, between the
Company and Tristar Products, Inc. ("Tristar"; that agreement, the "Stock Grant
Agreement"), for each month commencing January 2000 the Company is required to
issue to Tristar shares of the Company's common stock. The Company assumed this
obligation in partial consideration for the sale by Tristar to Greg Manning
Direct, Inc., a Delaware corporation and wholly owned subsidiary of the Company
("GMD"), of assets comprising Tristar's collectibles business.

        The number of shares that the Company is required to issue for any given
month is calculated by dividing (1) 8.4% of the gross revenue derived by GMD
from its collectibles business during that month by (2) the market price of GMAI
common stock for that month. If GMD's collectibles revenue for any given month
is less than $1 million, the Company may defer issuing shares of its common
stock in respect of that month until GMD's collectibles revenue for that month
and for all other months for which shares of the Company's common stock have not
been issued equals or exceeds $1 million.

        Pursuant to the Stock Grant Agreement the Company has thus far issued on
the following dates the following number of shares of its common stock:

o    on June 21, 2000, 163,073 shares

o    on July 10, 2000, 9,680 shares

o    on February 1, 2001, 41,107 shares

        The Company issued these shares in reliance upon exemption under
Regulation D of the Securities Act.

Item 3. Defaults Upon Senior Securities

               None

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

               None

Item 5. Other Information.

               On January 25,2001, at the Special Meeting of Shareholders of
Greg Manning Auctions, Inc., a New York corporation (the "Company"), the
shareholders of the Company approved a proposal to reincorporate the Company in
Delaware (the "Reincorporation") pursuant to a Merger Agreement, dated January
25,2001 (the "Merger Agreement"), between the Company and Greg Manning Delaware,
Inc., a Delaware Corporation and a wholly owned subsidiary of the Company ("GMAI
Delaware"). The Merger Agreement is filed with this Current Report as Exhibit
2.1. The Reincorporation was effected on February 16,2001 by merging the Company
with and into GMAI Delaware (the "Merger").The Reincorporation changed the legal
domicile of the Company from New York to Delaware, but did not result in a
change in the name, principal offices, business, management, capitalization,
assets or liabilities of the Company. By operation of law, GMAI Delaware
succeeded to all the assets and assumed all the liabilities of the Company. Upon
the effectiveness of the Merger: (1) The Company ceased to exist and GMAI
Delaware continued to exist in its present form under the name "Greg Manning
Auctions, Inc." (2) Each outstanding share of common stock of the Company, par
value $.01 per share (the GMAI NY Common Stock"), was automatically converted
into one (1) fully paid and nonassesable share of common stock of GMAI

                                       21
<PAGE>

Delaware, par value $.01 per share (the GMAI Delaware Common Stock"). (3) Each
option to purchase GMAI NY Common Stock was converted into an option to
purchase, for the same exercise price and on the same terms and conditions as
contained in such option, GMAI Delaware Common Stock.. (4) The certificate of
incorporation and bylaws of GMAI Delaware effectively replaced the articles of
incorporation and bylaws of the Company. Reference is made to the Report on Form
8-K of the Company dated February 16,2001.

Item 6. Exhibits and Reports on Form 8-K

                (a) Exhibits

                    None

                (b) Reports on Form 8-K

                    None


                                   SIGNATURES

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


                                          GREG MANNING AUCTIONS, INC.


Dated:  May 10, 2001
                                           /s/ Greg Manning
                                           -----------------------------------
 .                                          Greg Manning
                                           Chairman and Chief Executive Officer


                                           /s/ Larry Crawford
                                           -----------------------------------
 .                                          Larry Crawford
                                           Chief Financial Officer


                                       22