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, 2002

                                 ---------------

                                       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 7, 2002, Issuer had 12,703,304 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, 2001 and March 31, 2002                                      3

      Condensed Consolidated Statements of Operations
      for the Three and Nine months ended March 31, 2001
      and 2002                                                              4

      Condensed Consolidated Statements of Stockholders'
      Equity for the Nine months ended March 31, 2002                       5

      Condensed Consolidated Statements of Cash Flows
      for the Nine months ended March 31, 2001 and 2002                     6

      Condensed Consolidated Statement of Comprehensive
      Income for the Nine months ended March 31, 2001 and 2002              7

      Notes to Condensed Consolidated Financial Statements                  8

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                14

Item 3. Quantitative and Qualitative Disclosures About
        Market Risk                                                        20

PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings                                              21

Item 2.     Changes in Securities                                          21

Item 3.     Defaults Upon Senior Securities                                21

Item 4.     Submission of Matters to a Vote of Security Holders            21

Item 5.     Other Information                                              21

Item 6.     Exhibits and Reports on Form 8-K                               21

Signatures                                                                 22


                                       2

<PAGE>

PART I. FINANCIAL INFORMATION

                           GREG MANNING AUCTIONS, INC.
                      Condensed Consolidated Balance Sheets
                    (amounts in thousands except share data)

                                                         June 30,    March 31,
                                                           2001        2002
                                                        ----------------------
                Assets                                  (Audited)   (Unaudited)
                ------

 Current Assets
  Cash and Cash Equivalents
                                                         $  2,158      $  2,411
  Accounts Receivable

   Auctions Receivable                                      7,480         6,401

   Advances to Consignors                                     853         1,412

   Other                                                      700          --

  Inventory                                                12,866        12,773

  Deferred Tax Asset                                        1,590         1,590

  Prepaid Expenses                                            324           451
                                                         --------      --------

   Total Current Assets                                    25,971        25,038


 Property and Equipment, Net                                1,422         1,067

 Goodwill, Net                                              5,122         4,729

 Other Purchased Intangibles, Net                           3,022         2,798

 Marketable Securities                                        147            90
 Other Non-Current Assets

  Deferred Tax Asset                                        2,554         2,354

  Inventory                                                 1,700         1,700

  Advances to Consignors                                      358           358

  Other                                                       156           318
                                                         --------      --------
   Total Assets                                          $ 40,452      $ 38,452
                                                         ========      ========

     Liabilities and Stockholders' Equity

 Current Liabilities
  Demand Notes Payable
                                                         $  8,040      $  1,540

  Notes Payable                                                75         5,056

  Payable to Third Party Consignors                         2,711         2,421

  Accounts Payable                                          4,135         3,452

  Advance from Related Party                                   90          --

  Accrued Expenses                                          1,834           865
                                                         --------      --------

   Total Current Liabilities                               16,885        13,334

  Notes Payable - Long Term                                   168         1,991
                                                         --------      --------

                                                           17,053        15,325

 Preferred Stock, $.01 par value. Authorized
  10,000 shares; none issued
 Common Stock, $.01 par value. Authorized:
40,000 shares
  Issued: March 31, 2002-13,072 shares, June
 30, 2001-11,987 shares                                       120           130

 Additional paid in capital                                44,252        46,657
 Accumulated other comprehensive income:
  Unrealized loss on marketable securities,
 net of taxes                                                (143)         (214)

 Accumulated deficit                                      (18,282)      (20,898)
 Treasury stock, at cost: 368 shares at
March 31, 2002  and June 30, 2001,
respectively                                               (2,548)       (2,548)
                                                         --------      --------

   Total Stockholders' Equity                              23,399        23,127
                                                         --------      --------
   Total Liabilities and Stockholders'
  Equity                                                 $ 40,452      $ 38,452
                                                         ========      ========

      See accompanying notes to condensed consolidated financial statements

                                       3

<PAGE>

<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
                 Condensed Consolidated Statements of Operations
                  For the Three and Nine months ended March 31,
                  (amounts in thousands except per share data)
                                   (Unaudited)

                                       Three Months Ended    Nine months ended
                                           March 31,             March 31,
                                    ---------------------   --------------------
                                       2001       2002       2001         2002
                                    --------    --------    --------   ---------
<S>                                 <C>         <C>         <C>         <C>

 Operating Revenues
  Sales of merchandise              $ 16,652    $ 20,964    $ 41,935    $ 55,330
  Commissions earned                   1,184       1,089       3,835       2,839
                                    --------    --------    --------    --------

  Total Revenues                      17,836      22,053      45,770      58,169

 Cost of merchandise sold             16,683      19,403      39,916      50,934
                                    --------    --------    --------    --------

  Gross profit                         1,153       2,650       5,854       7,235

 Operating Expenses
  General and Administrative           1,333       1,116       3,696       3,493

  Depreciation and Amortization          724         343       1,459       1,046
  Salaries and Wages                   1,330       1,093       3,868       3,307

  Acquisition and Merger Costs             1        --           205        --

  Marketing                              306         402       1,383       1,082
                                    --------    --------    --------    --------

  Total Operating Expenses             3,694       2,954      10,611       8,928
                                    --------    --------    --------    --------
  Operating Loss                      (2,541)       (304)     (4,757)     (1,693)
                                    --------    --------    --------    --------

 Other Income (expense)
 Interest Income                          10          62         270         130

 Interest Expense                       (354)       (222)     (1,052)       (603)
 Loss from operations of investee       (245)       --          (954)       (250)
                                    --------    --------    --------    --------
  Loss before income taxes            (3,130)       (464)     (6,493)     (2,416)
 (Benefit from) provision for
income taxes                            (977)        200      (2,004)        200
                                    --------    --------    --------    --------
 Net Loss                           $ (2,153)   $   (664)   $ (4,489)   $ (2,616)
                                    ========    ========    ========    ========

 Basic Loss per Share
  Weighted average shares
 outstanding                          10,085      12,695      10,064      12,323
                                    ========    ========    ========    ========
  Basic loss per share              $  (0.21)   $  (0.05)   $  (0.45)   $  (0.21)
                                    ========    ========    ========    ========

 Diluted Loss per Share
  Weighted average shares
 outstanding                          10,085      12,695      10,064      12,323
                                    ========    ========    ========    ========
  Diluted Loss per Share            $  (0.21)   $  (0.05)   $  (0.45)   $  (0.21)
                                    ========    ========    ========    ========
</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, 2001 to March 31, 2002
                                            (amounts in thousands)
                                                 (Unaudited)
                                                 Unrealized

                                   Common Stock       Additional   Gain (Loss)                                 Total
                               -------------------     Paid-In    On  Marketable    Accumulated  Treasury   Stockholders'
                                Shares       $         Capital      Securities        Deficit      Stock       Equity
                                ------    -------     ----------  --------------    -----------  --------   -------------

<S>                            <C>       <C>          <C>         <C>              <C>          <C>           <C>
Balance, June 30, 2001          11,987    $    120    $ 44,252     $   (143)        $(18,282)    $ (2,548)    $23,399

 Common shares issued for
   services                        110           1         208                                                    209

Unrealized loss from
 marketable securities                                                  (71)                                      (71)

Stock options issued for
services                                                   256                                                    256

Common shares sold for cash        975           9       1,941                                                  1,950

Net loss, March 31, 2002                                                              (2,616)                  (2,616)
                              --------    --------    --------     --------         --------     --------     -------
Balance, March 31, 2002         13,072    $    130    $ 46,657     $   (214)        $(20,898)    $ (2,548)    $23,127
                               =======    ========    ========     ========         ========     ========     =======
</TABLE>

      See accompanying notes to condensed consolidated financial statements



                                       5

<PAGE>

                           GREG MANNING AUCTIONS, INC.
                 Condensed Consolidated Statements of Cash Flows
                       For the Nine months ended March 31,
                             (amounts in thousands)
                                   (Unaudited)

                                                           2001           2002
                                                         --------       --------

 Cash flows from operating activities:
  Net Loss                                               $(4,489)       $(2,616)
  Adjustments to reconcile net loss
  to net cash from operating activities:

   Depreciation and amortization                           1,459          1,046

   Provision for bad debts                                   (15)           (64)

   Provision for inventory reserve                           690           --

   Common Stock issued for services                         --              209
   Loss from operations of equity
   method investee                                           954            250

   Deferred tax (benefit) expense                         (2,004)           200
   (Increase) decrease in assets:

   Auctions receivable                                      (317)         1,862

   Advances to consignors                                  1,210           (560)

   Inventory                                               2,951             95

   Prepaid expenses and deposits                             (31)           130

   Other assets                                               78           (177)
   Increase (decrease) in liabilities:

   Payable to third-party consignors                       1,440           (291)

   Accounts payable                                         (529)          (683)
   Accrued expenses and other liabilities                   (205)          (969)

   Advance from Related Party                             (1,800)           (90)
                                                         -------        -------

                                                            (608)        (1,658)

 Cash flows from investing activities
  Capital expenditures for property and equipment           (766)           (95)

  Additional goodwill                                       (301)          --
  Investment in equity method investee                       (18)          (250)
                                                         -------        -------

                                                          (1,085)          (345)

 Cash flows from financing activities:
  Net proceeds from (repayment of)
  demand notes payable                                     2,565         (6,500)
  Net proceeds from (repayment of) loans payable             (71)         6,806

  Proceeds from exercise of options                           40           --

  Purchase of Treasury Stock                              (1,202)          --

  Proceeds from sale of Common Shares                       --            1,950
                                                         -------        -------

                                                           1,333          2,256

 Net change in cash and cash equivalents                    (360)           253
 Cash and cash equivalents:

  Beginning of period                                      1,092          2,158
                                                         -------        -------
  End of period                                          $   732        $ 2,411
                                                         =======        =======


      See accompanying notes to condensed consolidated financial statements


                                       6

<PAGE>

                           GREG MANNING AUCTIONS, INC.

            Condensed Consolidated Statements of Comprehensive Income
                       For the Nine months ended March 31,
                                 (in thousands)
                                   (Unaudited)


                                           2001             2002
                                        ----------       ----------
Net Loss                                $  (4,489)       $  (2,616)

Other Comprehensive Income (Loss)
 Unrealized loss on securities,
 net of taxes.                                (62)             (56)
                                        ---------        ----------
Comprehensive Loss                      $  (4,551)       $  (2,672)
                                        =========        ==========

     See accompanying notes to condensed consolidated financial statements.



                                       7

<PAGE>

              Notes to Condensed Consolidated Financial Statements
            (amounts in thousands except per share amounts as noted)

(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., Spectrum Numismatics International, Inc., Kensington Associates L.L.C. and
Greg Manning Direct, Inc. (the "Company") is an eCommerce and collectibles
company as well as a public auctioneer of collectibles including rare stamps,
stamp collections and stocks, sports trading cards and memorabilia, fine art and
rare coins. 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 45% 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 sheets as of June 30, 2001
and March 31, 2002 and related condensed consolidated statements of operations
for the three and nine months ended March 31, 2001 and 2002, stockholders'
equity, cash flows and comprehensive income for the nine month period ended
March 31, 2001 and 2002 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-K for the year ended June 30, 2001
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

      Revenue is recognized by the Company when the rare stamps and collectibles
are sold 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 for acceptance or to a common carrier for delivery. Sales returns
have not been material.

                                       8

<PAGE>

      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
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.


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:

                                          For the Nine months ended
                                      ----------------------------------
                                            March 31,        Percentages
                                      --------------------   -----------
                                        2001         2002    2001   2002
                                      --------     -------   ----   ----

 Aggregate Sales                        67,160      71,467   100%   100%
                                      ========     =======   ====   ====
     By Source:

        A. Auction                      25,225      16,137    38%   23%
        B. Sales of Inventory           41,935      55,330    62%   77%
                                      --------     -------   ----  ----
     By Market:

        Philatelics                     11,981       7,674    18%   11%

        Numismatics                     41,689      55,791    62%   78%
        Sports
        Collectibles                     5,550       2,743     8%    4%

        Diamond                             93           -     0%    0%

        Art                                 13          36     0%    0%
        Other
        Collectibles                     7,834       5,223    12%    7%


      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.

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 six months from the date of
the note.


                                       9

<PAGE>

           As of June 30, 2001 and March 31, 2002, the allowance for doubtful
accounts included in auction receivables was approximately $845 and $762,
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, 2001 and March 31, 2002 was approximately $3,330 and
$3,722, respectively. The recoverability of goodwill is evaluated at each
year-end balance sheet date as events or circumstances indicate a possible
inability to recover its carrying amount. This evaluation is based on historical
and projected results of operations and gross cash flows for the underlying
businesses. Amortization expense charged to operations for the three and nine
months ended March 31, 2001 was approximately $497 and $870 respectively, and
for the three and nine months ended March 31, 2002 was approximately $131 and
$392, respectively.

      Other Purchased Intangibles

      Other Purchased Intangibles consisting of Trademarks, Customer Lists and
Supplier Agreements, 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 and Supplier
Agreements. Total accumulated amortization at June 30, 2001 and March 31, 2002
was approximately $1,083 and $1,307, respectively. Amortization expense charged
to operations for the three and nine months ended March 31, 2001 were
approximately $95 and $238, respectively, and for the three and nine months
ended March 31, 2002 was approximately $74 and $224, respectively.

      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, 2001 and March 31,
2002 is as follows:

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

June 30, 2002              Common Stock      $ 385      $  147       $ (238)
                                             =====      ======       ======
March 31, 2002             Common Stock      $ 385      $   90       $ (295)
                                             =====      ======       ======


                                       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 and 2002.

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.


New Accounting Pronouncements

      In July 2002, the FASB also issued Statement of Financial Accounting
Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets," which is
effective for fiscal years beginning after December 15, 2001. Certain provisions
shall also be applied to acquisitions initiated subsequent to June 30, 2002.
SFAS 142 supercedes APB Opinion No. 17 "Intangible Assets" and requires, among
other things, the discontinuance of amortization related to goodwill and
indefinite lived intangible assets. These assets will then be subject to an
impairment test at least annually. In addition, the standard includes provisions
upon adoption for the reclassification of certain existing recognized
intangibles as goodwill, reassessment of the useful lives of existing recognized
intangibles and reclassification of certain intangibles out of previously
reported goodwill.

      The Company will adopt SFAS 142 effective July 1, 2002, which will result
in the Company no longer amortizing its existing goodwill. At March 31, 2002,
goodwill and other purchased intangibles approximated $12.6 million and goodwill
and other purchased intangibles accumulated amortization approximated $5.0
million as of March 31, 2002, respectively. In addition, the Company will be
required to measure goodwill for impairment as part of the transition
provisions. The Company will not be able to determine if an impairment will be
required until completion of such impairment test.

(3) Inventories

      Inventories as of June 30, 2001 consisted of the following:

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

        Stamps                    1,151   $     500   $   1,651
        Sports Collectibles         957         350       1,307
        Coins                     7,971         500       8,471
        Art                         312           -         312
        Other                     2,475         350       2,825
                              ---------   ---------   ----------
                                 12,866   $   1,700   $   14,566
                              =========   =========   ==========


                                       11


<PAGE>

      Inventories as of March 31, 2002 consisted of the following:

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

         Stamps                      1,388            600          1,988

         Sports  Collectibles        1,584            350          1,934

         Coins                       9,455            500          9,955

         Art                           300             --            300

         Other                          46            250            296
                                    ------         ------         ------

                                    12,773          1,700         14,473
                                    ======         ======         ======

The Company has provided an inventory reserve of approximately $2,900 and $1,505
at June 30, 2001 and March 31, 2002, 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) Related-party Transactions

      Certain directors of the Company provide legal, computer and consulting
services to the Company. Such expenditures were approximately $263 and $1,097
for the three and nine months ended March 31, 2001 respectively and $51 and $187
for the three and nine months ended March 31, 2002, respectively.

       Included in Accounts Receivable at June 30, 2001 and March 31, 2002 is
approximately $41 which is due from Collectibles Realty Management (CRM) and
will be collected in the ordinary course of business.

               The Company acts as an agent of Afinsa Bienes Tangibles,
S.A.("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 $90 and
$0 at June 30, 2001 and March 31, 2002, respectively and is included in Advance
from Related Party.

              During the three and nine months ended March 31, 2001, the Company
paid Mr. Manning approximately $47 and $142, respectively, of debt guarantee
fees. During the three and nine months ended March 31, 2002 the Company paid Mr.
Manning $0 and $32, respectively, of debt guarantee fees.

      For the three months ended March 31, 2001 and 2002, purchases of
approximately $468 and $1,045, respectively were made from a former equity
method investee of the Company and a former stockholder of Spectrum, who is a
current stockholder of the Company. For the nine months ended March 31, 2001 and
2002, purchases of approximately $1,029 and $3,180 were made from theses
parties. Additionally sales to these parties for the three and nine months ended
March 31, 2001 were $322 and

                                       12

<PAGE>

$430, respectively, and there were no sales to these parties for the three and
nine months ended March 31, 2002.

      During the three months ended March 31, 2002 the Company paid Mr. Roberts,
a director of the Company, a loan guarantee fee of $9. In addition Mr. Roberts
received a loan from the Company in the amount of $50 in the period ended March
31, 2002. The loan carries an interest rate of 7% and is due in full by June 30,
2002.


(5) Debt

        Demand Notes Payable

      The Company has also entered into an agreement with Afinsa to which Afinsa
agreed to provide the Company with a credit facility of up to $2,000. Borrowings
under this facility bear interest at an annual rate of 8%. The agreement also
provides that any borrowings not repaid in accordance with the terms of the
agreement may be converted into GMAI stock at the discretion of Afinsa. As of
March 31, 2002, $1,400 had been borrowed under this agreement.

                There is an advance from a consignor, which was upon settlement,
converted to a demand loan bearing an original interest rate of 15% per annum in
the amount of $440 at June 30, 2001. As of March 31, 2002 this demand loan was
bearing an interest rate of 8% annum as a result of the rate being renegotiated
to an annual rate of 8% as of March 13, 2002. As of March 31, 2002, this loan
has a balance of $140.


        Notes Payable

             The Company has a note payable in the amount of $2,850,
collateralized by specific coin inventory with an interest rate of 9% with
quarterly payments of $500 commencing in April 2002 until the loan is repaid in
August 2003. Also the Company has a note with the Capital Coin Fund in the
amount of $4,000 at March 31, 2002. The loan is collateralized by inventory and
has an interest rate of 10% with no specific repayment schedule. This agreement
expires July 31, 2002. The balance of notes payable of $197 represents capital
leases for the purchase of equipment and they carry interest rates ranging from
13% to 21%.


(6) Major Customers

            The Company had one major customer that accounted for approximately
10% of total sales for the three and nine months ended March 31, 2002 and less
than 1% of accounts receivable at March 31, 2002. Such customer has certain
supply and sales agreements with the Company. Major customers are considered to
be those that accounted for more than 10% of sales.

(7) Supplementary Cash Flow Information

      Following is a summary of supplementary cash flow information:


                                       13

<PAGE>

                              Nine months ended
                                  March 31,
                                (in thousands)
                               2001       2002
                             --------    -------

 Interest paid               $  1,043    $   603

 Income taxes paid                  4         16

        Summary of significant non-cash transactions:

 Income Tax effect of
 the exercise of options     $     58    $     -


 Options issued relating to
 professional services             90        256

 Issuance of shares related
 to acquisition of GMD            279          -


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, intimations or future strategies that are
signified by the words "expects", "anticipates", "intends", "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-K for the year ended June 30, 2001,filed with the Securities
and Exchange Commission (the "SEC") on September 28, 2001; in the Company's
Proxy Statement, filed with the SEC on October 26, 2001; and in the Company's
registration statement on Form S-3, filed with the SEC on April 5, 2002, 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.

Results of Operations (Amounts in thousands except as noted or per share
information)

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 months ended March 31, 2001 and 2002. 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, 2002
Compared with the three months ended March 31, 2001


                                       14

<PAGE>

      The Company recorded an increase in net revenues of approximately $4,217
(24%) from approximately $17,836 for the three months ended March 31, 2001 to
approximately $22,053 for the three months ended March 31, 2002.

      Sales of owned inventory increased during the current period by
approximately $4,313 (26%) and was partly offset by a decrease in commissions
earned of approximately $96 (8%), reflecting a decrease in sales of consigned
material. The major factor for the increase in sales of owned inventory was the
result of increased coin sales by Spectrum, ($7,587) reflecting a general
increase in the market for collectible coins which more than offset the decrease
in sales of owned inventory in GMG , ($1,824) due to the sale of the comic
division last fall.

      Gross profit increased approximately $1,497 (130%) from approximately
$1,153 for the three months ended March 31, 2001 to approximately $2,650 for the
three months ended March 31, 2002. Gross profit margins increased from 6% to 12%
for the three months ended March 31, 2001 and 2002, respectively.

      The Company's operating expenses decreased approximately $741 (20%) during
the three months ended March 31, 2002 as compared to the same period in the
prior year. Marketing expenses increased approximately $96 (31%), auction
expenses decreased approximately $106 (32%), depreciation and amortization
decreased approximately $381 (53%), salaries and wages decreased approximately
$237 (18%) and general and administrative expenses decreased approximately $113
(4%). These decreases reflect the execution of the Company's strategic plan to
complete changes to the infrastructure of the Company to react to current market
conditions experienced by the Company.

      These decreased costs, in combination with revenue increases, had the
effect of decreasing operating costs as a percentage of operating revenue from
21% during the three months ended March 31, 2001 to 13% for the same period
ended March 31, 2002. As compared to aggregate sales, these costs decreased from
15% in March 2001 to 11% in 2002.

      Interest expense (net of interest income and other income) for the three
months ended March 31, 2002 decreased approximately $183 from approximately $343
to approximately $160.

      The Company's effective (benefit) tax rate for the three month periods
ended March 31, 2001 and 2002 were approximately (32%) and 43%, respectively.
The difference primarily relates to an increase in the valuation allowance
provided for net operating loss carryforwards. This rate may change during the
remainder of 2002 if operating results or acquisition related costs differ
significantly from current projections.

      The Company's decrease in operating losses of approximately $2,238,
coupled with a decrease in losses from operations of equity investees of
approximately $245, resulted in a decrease in losses before income taxes of
approximately $2,666 for the current three month period, from approximately
$3,130 to approximately $464 for the three months ended March 31, 2001 and 2002,
respectively.

Nine months ended March 31, 2002
Compared with the Nine months ended March 31, 2001

      The Company had an increase in net revenues of approximately $12,399 (27%)
from approximately $45,770 to approximately $58,169 for the nine months ended
March 31, 2001 and 2002, respectively. This increase is attributable to an
increase in the sale of Company owned coins.


                                       15

<PAGE>

      Gross profit increased approximately $1,381(24%) from approximately $5,854
for the Nine months ended March 31, 2001 to approximately $7,235 for the nine
months ended March 31, 2002. Gross profit margins decreased from 13% to 12% for
the nine months ended March 31, 2001 and 2002, respectively.

      The Company's operating expenses decreased approximately $1,683 (16%)
during the nine months ended March 31, 2002 as compared to the same period in
the prior year. Marketing expenses decreased approximately $301 (22%),
depreciation and amortization decreased approximately $413 (28%), salaries and
wages decreased approximately $561 (15%), acquisition costs decreased
approximately $205 (100%) and general and administrative expenses decreased
approximately $203 (5%). 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 increased revenues had the effect of reducing
operating costs as a percentage of operating revenue from 23% during the nine
months ended March 31, 2001 to 15% during the nine months ended March 31, 2002.

      Interest expense (net of interest income and other income) for the nine
months ended March 31, 2001 decreased approximately $309 from approximately $782
to approximately $473.

      The Company's effective (benefit) tax rate for the nine-month periods
ended March 31, 2001 and 2002 were approximately (31%) and 8%, respectively. The
difference primarily relates to an increase in the valuation allowance provided
for net operating loss carryforwards. This rate may change during the remainder
of 2002 if operating results or acquisition related costs differ significantly
from current projections.

      The Company's decrease in operating losses of approximately $3,064,
coupled with a decrease in losses from operations of equity investees of
approximately $704, resulted in a decrease in before income taxes of
approximately $4,077 from approximately $6,493 to approximately $2,416 the nine
months ended March 31, 2001 and 2002, respectively.

 Liquidity and Capital Resources

      At March 31, 2002, the Company's working capital position was
approximately $11,704, compared to approximately $9,086 as of June 30, 2001.This
net increase of approximately $2,618 was primarily due to decreases in short
term notes payable of approximately $3,551 as loans were paid down, and offset
partially by decreases in accounts receivable of $1,079.

      The Company experienced a decrease in cash flow from investing activities
for the nine months ended March 31, 2002 of approximately $345. This was
primarily attributable to the acquisition of property and equipment and
investments in equity method investees of approximately $250.

      The Company experienced an increase in cash flow from financing activities
for the nine months ended March 31, 2002 of approximately $2,256. This was
primarily attributable to the net proceeds from loans payable in the amounts of
$6,805 and proceeds from sale of stock of $1,950 but was partially offset by the
repayment of demand notes payable in the amounts of $6,500 resulting in a net
increase of cash in the amount of approximately $2,256.

      On October 25, 2001 the Company entered into an agreement with Afinsa
Bienes Tangibles, S.A that provides an unsecured line of credit of $2,000 at an
annual interest rate of 8%. The agreement is for an initial term of one year.
The agreement also provides that any borrowings not repaid in accordance


                                       16

<PAGE>

with the terms of the agreement may be converted into GMAI stock at the
discretion of Afinsa. As of March 31, 2002, $ 1,400 was outstanding under this
line of credit.

      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.

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 were 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


                                       17

<PAGE>

     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 amount, type and cost of financing which the Company maintains, and any
     changes to the financing may also affect the Company's results of
     operations.

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'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 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

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 connections, 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.

                                       18

<PAGE>

          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 fluctuations 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.


                                       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

            None

Item 3. Defaults Upon Senior Securities

            None

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

            None

Item 5. Other Information.

            In December 2001, Richard Cohen resigned as a member of the Board of
Directors of the Company in order to pursue other business opportunities.

Item 6. Exhibits and Reports on Form 8-K

            (a) Exhibits

                  None

            (b) Reports on Form 8-K

                  None



                                       21

<PAGE>


                                   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 7, 2002
                                    /s/ Greg Manning
                                    ------------------------------------
                                    Greg Manning
                                    Chairman and Chief Executive Officer



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


                                       22