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, 2004
                               ----------------

                                   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
   ------        -----

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Yes                 No   X
      ---------       -------


As of May 5, 2004, Issuer had 26,691,770 shares of its Common Stock outstanding.


                                       1

<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, 2003 and March 31, 2004                                     3

        Condensed Consolidated Statements of Operations for the
        three and nine months ended March 31, 2003 and 2004                  4

        Condensed Consolidated Statements of Stockholders' Equity for the
        nine months ended March 31, 2004                                     5

        Condensed Consolidated Statements of Cash Flows for the
        nine months ended March 31, 2003 and 2004                            6

        Condensed Consolidated Statement of Comprehensive Income
        for the nine months ended March 31, 2003 and 2004                    7

        Notes to Condensed Consolidated Financial Statements                 8

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                           22

Item 3. Quantitative and Qualitative Disclosures About Market Risk          33

Item 4. Controls and Procedures                                             33

PART II.    OTHER INFORMATION

Item 1. Legal Proceedings                                                   35

Item 2. Changes in Securities                                               35

Item 3. Defaults Upon Senior Securities                                     35

Item 4. Submission of Matters to a Vote of Security Holders                 35

Item 5. Other Information                                                   35

Item 6. Exhibits and Reports on Form 8-K                                    36

Signatures                                                                  37


                                       2

<PAGE>

PART I. FINANCIAL INFORMATION


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

                                                         June 30,     March 31
                                                          2003          2004
                                                        ---------    -----------
                       Assets                           (Audited)    (Unaudited)
                       ------                           ---------    -----------
 Current Assets

  Cash and Cash Equivalents                             $   2,250     $  16,164
  Accounts Receivable, net
      Auctions and Trade                                    7,948        12,575
      Related Party                                         4,588        18,154
      Advances to Consignors                                  781         2,181
      Other                                                  --           1,619
  Inventory                                                15,871        40,784
  Prepaid Expenses                                          1,177           538
                                                        ---------     ---------
      Total Current Assets                                 32,615        92,015

Property and Equipment, Net                                   744         1,911
Goodwill, Net                                               1,516         9,163
Other Purchased Intangibles, Net                              943         1,986
Marketable Securities                                          49           177
Investment in Investee                                        500          --
Other Non-Current Assets
    Loans Receivable - Related Party                          600           600
    Inventory                                                 850           850
    Other                                                      90           370
                                                        ---------     ---------
      Total Assets                                      $  37,907     $ 107,072
                                                        =========     =========

            Liabilities and Stockholders' Equity
            ------------------------------------

Current Liabilities

  Demand Notes Payable - Bank                           $   2,500     $   2,500
  Notes Payable and Capital Leases                          4,522         1,914
  Payable to Third Party Consignors                         2,468         8,120
  Accounts Payable                                          9,741        23,602
  Notes Payable - acquisition                                --           1,485
  Advances Payable                                            827         1,452
  Advances Payable - related party                           --           4,371
  Accrued Expenses                                          2,612         1,641
  Income Taxes Payable                                       --           5,096
                                                        ---------     ---------
      Total Current Liabilities                            22,670        50,181
  Notes Payable and Capital Leases - Long Term                 43         4,020
                                                        ---------     ---------
      Total Liabilities                                    22,713        54,201

Stockholders' Equity

Preferred Stock, $.01 par value. Authorized
  10,000 shares; none issued                                 --            --

Common Stock, $.01 par value
  Authorized: 40,000 shares
  Issued: June 30, 2003-13,417 shares                         134           270
  Issued: March 31, 2004-27,061 shares
Additional paid in capital                                 46,480        69,071
Accumulated other comprehensive income (loss):               (236)        1,682
Accumulated Deficit                                       (28,636)      (15,604)
Treasury stock, at cost:
  368 shares at June 30, 2003 and March 31,
  2004, respectively                                       (2,548)       (2,548)
                                                        ---------     ---------
      Total Stockholders' Equity                           15,194        52,871
                                                        ---------     ---------
      Total Liabilities and Stockholders' Equity        $  37,907     $ 107,072
                                                        =========     =========

      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,
                        (thousands except per share data)
                                   (Unaudited)

                                                 Three Months Ended                    Nine months ended
                                                     March 31,                             March 31,
                                              2003              2004                 2003             2004
                                            ---------         ---------           ----------        ---------

<S>                                         <C>               <C>                  <C>              <C>
Operating Revenues
 Sales of inventory                         $  25,619         $  25,977            $  68,446        $  78,385
 Sales of inventory - related party              --              34,883                 --             65,528
 Commissions earned                               976             3,645                2,918            8,294
                                            ---------         ---------            ---------        ---------
  Total Revenues                               26,595            64,505               71,364          152,207

Cost of merchandise sold                       23,386            47,504               63,255          114,353
                                            ---------         ---------            ---------        ---------
  Gross profit                                  3,209            17,001                8,109           37,854

Operating Expenses
 General and Administrative                     1,220             4,681                3,773            9,302
 Salaries and Wages                             1,232             2,479                3,547            7,175
 Depreciation and Amortization                    121               224                  365              594
 Marketing                                        435               670                1,146            1,610
                                            ---------         ---------            ---------        ---------
 Total Operating Expenses                       3,008             8,054                8,831           18,681
                                            ---------         ---------            ---------        ---------
  Operating Income (Loss)                         201             8,947                 (722)          19,173
                                            ---------         ---------            ---------        ---------

Other Income (Expense)
Interest Income                                    48                80                  115              165
Interest Expense                                 (213)             (213)                (664)            (590)
Impairment of investment in investee             --                --                   --               (500)
Other                                            --                  (8)                --                 15
Gain from sale of investee-related party        2,035              --                  2,035             --
                                            ---------         ---------            ---------        ---------
 Income before income taxes                     2,071             8,808                  764           18,263
Provision for income taxes                       --               2,287                 --              5,231
                                            ---------         ---------            ---------        ---------
Net Income                                  $   2,071         $   6,519            $     764        $  13,032
                                            =========         =========            =========        =========

Basic Earnings per Share
 Weighted average shares outstanding           12,704            26,492               12,704           22,997
                                            =========         =========            =========        =========
 Basic Earnings per share                   $    0.16         $    0.25            $    0.06        $    0.57
                                            =========         =========            =========        =========

Diluted Earnings per Share
 Weighted average shares outstanding           12,818            28,808               12,758           24,957
                                            =========         =========            =========        =========
 Diluted Earnings per Share                 $    0.16         $    0.23            $    0.06        $    0.52
                                            =========         =========            =========        =========
</TABLE>

      See accompanying notes to condensed consolidated financial statements


                                       4

<PAGE>

<TABLE>
<CAPTION>

                                                 GREG MANNING AUCTIONS, INC.
                                   Condensed ConsolidatedStatement of Stockholders' Equity
                                               July 1, 2003 to March 31, 2004
                                                  (amounts in thousands)
                                                       (Unaudited)

                                                        Additional      Other                                   Total
                                     Common Stock        Paid-In    Comprehensive   Accumulated   Treasury   Stockholder's
                                  -------------------   ----------  -------------   -----------   --------   -------------
                                  Shares        $        Capital     Income (Loss)    Deficit      Stock        Equity
                                  ------     --------   ----------  -------------    -------      --------   ------------

<S>                              <C>        <C>         <C>        <C>              <C>          <C>           <C>
 Balance, June 30, 2003            13,417    $    134    $ 46,480    $   (236)       $(28,636)    $ (2,548)    $ 15,194

 Shares issued for acquisition     13,000         130      20,992                                                21,122
   of Auctentia

 Options exercised                    644           6       1,369                                                 1,375

Translation adjustment                                                  1,808                                     1,808

Options issued for services -                                 230                                                   230
Afinsa (related party)

Unrealized gain from
  marketable securities                                                   110                                       110

Net income, March 31, 2004                                                             13,032                    13,032
                                  -------    --------    --------    --------        --------     --------     --------
Balance, March 31, 2004            27,061    $    270    $ 69,071    $  1,682        $(15,604)    $ (2,548)    $ 52,871
                                  =======    ========    ========    ========        ========     ========     ========
</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,
                             (amounts in thousands)
                                   (Unaudited)

                                                                                  2003            2004
                                                                                --------        --------
<S>                                                                             <C>             <C>
Cash flows from operating activities:
      Net Income                                                                $    764        $ 13,032
      Adjustments to reconcile net income to net
      cash from operating activities:
          Depreciation and amortization                                              344             517
          Provision for bad debts                                                     58             496
          Provision for inventory reserve                                           --               755
          Options issued for services - related party                               --               230
          Impairment of investment in investee                                      --               500
          Gain on sale of investee-related party                                  (2,035)           --
          (Increase) decrease in assets: (net of acquisition amounts)
               Auctions receivable                                                (1,105)        (16,865)
               Advances to consignors                                                249          (1,365)
               Other                                                                 (88)         (1,619)
               Inventory                                                          (1,157)        (15,615)
               Prepaid expenses and deposits                                        (507)            (82)
               Other assets                                                           17            (279)
          Increase (decrease) in liabilities: (net of acquisition amounts)
               Payable to third-party consignors                                     382           5,652
               Accounts payable                                                    2,459          12,685
               Advances payable                                                      513             625
               Accrued expenses and other liabilities                               (528)          2,566
               Income taxes payable                                                 --             5,096
                                                                                --------        --------
                                                                                    (634)          6,329

Cash flows from investing activities:
      Capital expenditures for property and equipment                               (126)           (402)
      Purchase of Intangible Assets - Acquisitions                                  --            (1,900)
      Loans Receivable - Related Party                                              (600)           --
      Proceeds from sale of investee-related party                                 2,035            --
                                                                                --------        --------
                                                                                   1,309          (2,302)

Cash flows from financing activities:
      Net proceeds from (repayment of) demand notes payable                       (1,260)           --
      Proceeds from issuance of loan payable                                        --             1,000
      Net proceeds from (repayment of) loans and loans payable                      (440)            168
      Proceeds from exercise of options                                                4           1,375
      Proceeds from issuance of stock                                               --             5,536
                                                                                --------        --------
                                                                                  (1,696)          8,079

Effect of exchange rates                                                            --             1,808

Net change in cash and cash equivalents                                           (1,021)         13,914
Cash and cash equivalents:
      Beginning of period                                                          2,169           2,250
                                                                                --------        --------
      End of period                                                             $  1,148        $ 16,164
                                                                                ========        ========
</TABLE>

      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,
                             (amounts in thousands)
                                   (Unaudited)


                                                         2003             2004
                                                       --------         --------
Net Income                                             $    764         $ 13,032

Other Comprehensive Income
      Unrealized gain on securities, net of tax             (24)             110
      Currency translation adjustment, net of tax          --              1,808
                                                       --------         --------
                                                       $    740         $ 14,950
                                                       ========         ========

     See accompanying notes to condensed consolidated financial statements.





                                       7

<PAGE>

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

(1)  Organization, Business and Basis of Presentation

      Greg Manning Auctions, Inc. ("GMAI" and, collectively with its
subsidiaries, the "Company") is a global collectibles merchant and auction house
network, with operations in North America, Europe and Asia and on the Internet.
In North America, GMAI is a traditional and e-commerce - Internet, interactive
telephone, and Internet and live simulcast - auctioneer and merchant/dealer of
collectibles, including rare stamps, stamp collections and stocks, sports
trading cards and memorabilia, fine art and coins.

      GMAI's North American subsidiaries are Ivy & Mader Philatelic Auctions,
Greg Manning Galleries, Spectrum Numismatics (a coin wholesaler), Teletrade,
Greg Manning Nutmeg Auctions, Inc. (d/b/a Nutmeg Stamp Sales), Kensington
Associates, Superior Sports Auctions, Bowers & Merena Galleries and Kingswood
Coin Auctions.

      GMAI's European subsidiaries are: Auctentia Subastas of Madrid, Spain
(operating under the name "Afinsa Auctions"); Corinphila Auktionen
("Corinphila") of Zurich, Switzerland (65% owned by GMAI); and the Koehler group
of auction companies of Berlin (66.67% owned by GMAI) and Wiesbaden, Germany.
GMAI also owns GMAI Auctentia Central de Compras (CdC) of Madrid, Spain, which
is engaged in the sale, marketing and production of owned and third-party
collectibles, with an emphasis on specialized philatelic material. Both GMAI and
CdC currently act as exclusive supplier of collectibles - primarily stamps and
coins - on a worldwide basis to Afinsa Bienes Tangible, S.A. of Madrid, Spain,
the parent company of GMAI's 73% stockholder, Auctentia, S.L.

      The accompanying condensed consolidated balance sheets as of June 30, 2003
and March 31, 2004 and related condensed consolidated statements of operations,
stockholders' equity, cash flows and comprehensive income for the nine months
ended March 31, 2003 and 2004 have been prepared from the books and records
maintained by the Company, in accordance with accounting principles generally
accepted in the United States of America 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, 2003 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 accounts for revenue recognition in accordance with Staff
Accounting Bulletin ("SAB") Nos. 101/104, which provides guidance on the
recognition, presentation and disclosure of revenue in financial statements, and
Emerging Issues Task Force ("EITF") Issue No. 99-19 "Reporting Revenue Gross as
a Principal vs. Net as an Agent" which provides guidance on the recognition of
revenue gross as a principal versus net as an agent.

                                       8

<PAGE>

     The Company derives revenues from two primary sources:

1.    Auction Revenue:

      Revenue is recognized when consigned collectibles are sold at auction and
is represented by an auction 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. Such amounts of revenue are recorded on a
net basis as commission revenue.

      The Company also sells its own inventory at auction. Revenue of owned
inventory is recognized when sold at auction. Such amounts of revenue are
recorded on a gross basis as sales of merchandise. Additionally, the Company is
entitled to auction commissions paid by the buyer. Sales returns have not been
material.

2.    Private Treaty Sales:

      Private treaty sales represent sales of consigned property and sales of
owned inventory.

      Private treaty sales of consigned property occur when an owner of property
arranges with the Company to sell such consigned 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.
Such amounts of revenue are recorded on a net basis as commission revenue and
are recognized when sold.

      Private treaty sales of owned inventory occur when the Company sells its
goods directly to a customer either wholesale or retail. Revenue with respect to
private treaty revenues is recognized when delivered or released to the customer
for acceptance or to a common carrier for delivery. Such amounts of revenue are
recorded on a gross basis as sales of merchandise. 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 catalogue. 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 the 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.

      The Company accounts for all investments in investees under the cost
method of accounting when such investment ownership is less than 20%. The
Company accounts for investments in investees

                                       9
<PAGE>

under the equity method of accounting when the Company owns more than 20% of the
entity, but less than majority owned and not otherwise controlled by the
Company.

      During the nine months ended March 31, 2004 the Company recorded an
impairment charge of it's investment in investee of $500 after management's
review of GMAI-Asia's financial prospects for the future.

Accounts Receivable

       Accounts receivable consists of auction or trade receivables and
consignor advances.

       Auction or trade receivables represent sales made to customers for which
short-term credit extensions are granted, which generally are not extended
beyond 90 days.

      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.

      As of June 30, 2003 and March 31, 2004, the allowance for doubtful
accounts included in auction receivables was approximately $873 and $1,485,
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, 2003 and March 31,
2004 is as follows:

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

June 30, 2003             Common Stock        $ 285       $   49       $ (236)
                                              =====       ======       ======

March 31, 2004            Common Stock        $ 285       $  177       $ (108)
                                              =====       ======       ======

Advances Payable

      Advances payable are cash advances on inventory consigned to a third party
for sale by the third party at a later date at which time the advance will be
deducted from the proceeds. The balances were $827 and $1,452 as of June 30,
2003 and March 31, 2004 respectively.

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

                                       10
<PAGE>

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.

Foreign Currency Translation and Transactions:

      The functional currency of the Company's foreign operations is the
applicable local currency. The foreign subsidiaries' assets and liabilities are
translated into United States dollars using exchange rates in effect at the
balance sheet date and their operations are translated using the average
exchange rates prevailing during the year. The resulting translation adjustments
are recorded as a component of other comprehensive income.

      Realized foreign currency transaction gains and losses are included in
operations.

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 and the impact of unrealized
foreign currency translation adjustments, net of tax.

New Accounting Pronouncements

        In December 2003, the SEC issued Staff Accounting Bulletin (SAB) No.
104,"Revenue Recognition" (SAB No. 104), which codifies, revises and rescinds
certain sections of SAB No. 101, "Revenue Recognition", in order to make this
interpretive guidance consistent with current authoritative accounting and
auditing guidance and SEC rules and regulations. The changes noted in SAB No.
104 did not have a material effect on our consolidated results of operations,
consolidated financial position or consolidated cash flows.

          In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities" (FIN No. 46), which addresses consolidation by
business enterprises of variable interest entities ("VIEs"). FIN No.46 is
applicable immediately for VIEs created after January 31, 2003 and are effective
for reporting periods ending after December 15, 2003, for VIEs created prior to
February 1, 2003. In December 2003, the FASB published a revision to FIN 46
("FIN 46R") to clarify some of the provisions of the interpretation and to defer
the effective date of implementation for certain entities. Under the guidance of
FIN 46R, public companies that have interests in VIE's that are commonly
referred to as special purpose entities are required to apply the provisions of
FIN 46R for periods ending after December 15, 2003. A public company that does
not have any interests in special purpose entities but does have a variable
interest in a VIE created before February 1, 2003, must apply the provisions of
FIN 46R by the end of the first interim or annual reporting period ending after
March 14, 2004. The Company adopted FIN 46 and FIN 46R during the nine months
ended March 31, 2004. The adoption of FIN 46 had no impact on the financial
condition or results of operations since the Company does not have investments
in VIE's.

      On April 30, 2003, the FASB issued SFAS 149, Amendment of SFAS 33 on
Derivative Instruments and Hedging Activities. Statement 149 is intended to
result in more consistent reporting of contracts as either freestanding
derivative instruments subject to SFAS 133 in its entirety, or as hybrid
instruments with debt host contracts and embedded derivative features. In
addition, SFAS 149 clarifies

                                       11
<PAGE>

the definition of a derivative by providing guidance on the meaning of initial
net investments related to derivatives. There was no impact from the adoption of
SFAS 149.

        In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity." This
standard requires an issuer to classify certain financial instruments as
liabilities. It also changes the classification of certain common financial
instruments from either equity or presentation to liabilities and requires an
issuer of those financial statements to recognize changes in fair value or
redemption amount, as applicable, in earnings. SFAS 150 is effective for
financial instruments entered into or modified after May 31, 2003, and with one
exception, is effective at the beginning of the first interim period beginning
after June 15, 2003. The adoption of SFAS 150 at this time has had no impact on
the Company's results of operations, financial position or cash flows.

(3) Acquisitions

      Auctentia, S.L.

      On September 8, 2003, the Company consummated three separate transactions
with Auctentia, S.L. ("Auctentia"), a wholly owned subsidiary of Afinsa Bienes
Tangibles, S.A. ("Afinsa"), pursuant to agreements executed on January 23, 2003.
In connection with these transactions, the Company issued an aggregate of 13
million shares of its common stock to Auctentia. The three transactions are
described below.

      Share Purchase Agreement
      The Company issued to Auctentia 3,729,226 shares of its common stock in
exchange for all of Auctentia's equity interests in seven of its European-based
operating subsidiaries. These entities are engaged in the business of providing
intermediation for high-level collectors, with auctions and sales in primarily
philatelic assets. The acquisition was accounted for under the purchase method
of accounting, and accordingly the consolidated financial statements include the
operations of these subsidiaries from the date of acquisition, September 8,
2003.

      The aggregate purchase price was approximately $6,004 (3,729,226 at $1.61
per common share) plus acquisition costs of approximately $1,100. The price per
share of $1.61 was based on the average market price per share from January 21,
2003 through January 27, 2003, two days before and after January 23, 2003, the
date the transaction agreements were entered into. The purchase price allocation
of assets purchased and liabilities assumed of approximately $1,717 were based
upon management's estimate of the fair value at the date of acquisition. In
accordance with SFAS 141, Business Combinations, the excess of the purchase
price over the net assets acquired was assigned to goodwill.





                                       12

<PAGE>

Tangible and intangible assets acquired:
Current assets...................................................$3,164
Property and equipment, net......................................   642
Goodwill......................................................... 4,287

Total tangible and intangible assets acquired....................         $8,093
                                                                          ======

Less liabilities assumed:
Current liabilities.............................................. 2,089
Non-Current liabilities..........................................     0
                                                                 ------

Total liabilities assumed........................................         $2,089
                                                                          ======

Total purchase price.............................................         $6,004
                                                                          ======

      In addition the Company incurred acquisition costs of $1,100 which
increases the goodwill total for this acquisition to $5,387.

      Inventory Purchase Agreement
      The Company issued to Auctentia 6,444,318 shares of its common stock in
exchange for Auctentia's 100% equity interest in a newly formed subsidiary, GMAI
Auctentia Central de Compras, S.L. ("CdC"), whose sole assets consisted of an
inventory of certain philatelic and art assets. Prior to the consummation of
this transaction, CdC did not have any business operations. CdC is engaged in
the sale, marketing, brokering, distribution, promotion and production of owned
and third party collectibles, with an emphasis on specialized philatelic
material.

      The value of the inventory was recorded based upon the closing trading
price of the Company's common stock on the NASDAQ National Market on January 23,
2003, which is the date on which the agreement was entered into, which was
$1.57; as such, the fair value of the inventory is approximately $10,118 (based
upon 6,444,318 shares at $1.57 per share).

      Subscription Agreement
      Pursuant to the subscription agreement, the Company issued to Auctentia
2,826,456 shares of its common stock for a purchase price equal to the Euro
equivalent of $5,000, based on the Euro/US dollar exchange rate as of the close
of business on the business day immediately preceding the closing date. The
proceeds received by the Company pursuant to the subscription agreement were
used to purchase inventory, fund auction advances and for other working capital
purposes of CdC.

      Prior to the consummation of these transactions, Auctentia and its
affiliates owned approximately 43% of the Company's common stock. As a result of
the transactions, Auctentia and its affiliates own approximately 72% of the
Company's outstanding common stock.

      The financial results of the above transactions are included in the
Company's consolidated financial statements from and after September 8, 2003.

      In addition, Greg Manning Auctions, Inc. and CdC are parties to separate
agreements with Afinsa, each dated August 1, 2003, pursuant to which GMAI and
CdC have agreed to act as exclusive suppliers of collectibles for Afinsa, on a
worldwide basis. See Note 6.

                                       13
<PAGE>

      Nutmeg Stamp Sales, Inc.

      On February 11, 2004, GMAI acquired the business assets of Nutmeg Stamp
Sales of Danbury, Connecticut, which is engaged in the sale of primarily owned
inventory to mid- and upper-end collectors. The purchase price for the assets
was $1,093, which was paid at closing. The business will be operated through a
recently formed subsidiary, Greg Manning Nutmeg Auctions, Inc., d/b/a Nutmeg
Stamp Sales, Inc.

Tangible and intangible assets acquired:
Current assets...................................................$  93
Property and equipment, net......................................   50
Intangible Assets................................................  450
Goodwill.........................................................  500

Total tangible and intangible assets acquired,
  purchase price.................................................       $1,093
                                                                        ======

      Bowers and Merena Galleries, Kingswood CoinAuctions and Superior Sports
      Auctions (Collectors Universe, Inc.)

      On February 19, 2004, Spectrum Numismatics International, Inc.
("Spectrum"), a wholly owned subsidiary of GMAI, acquired the business assets of
Bowers and Merena Galleries, Kingswood Coin Auctions and Superior Sports
Auctions from Collectors Universe, Inc. ("CUI"), which had previously operated
such businesses through separate divisions. Bowers and Merena Galleries and
Kingswood Coin Auctions are engaged in the acquisition (by purchase and
consignment) and sale (by auction and otherwise) of collectible coins, and
Superior Sports Auctions is engaged in the acquisition (by purchase and
consignment) and sale (by auction and otherwise) of collectible sports cards and
other sports memorabilia.

      Pursuant to an Asset Purchase Agreement, dated February 19, 2004 (the
"Asset Purchase Agreement"), by and between Spectrum and the CUI, Spectrum
acquired certain business assets, consisting primarily of trade names and other
intangible assets and furniture and equipment but excluding accounts receivable
and inventory, for an aggregate purchase price of $2,510. Pursuant to the Asset
Purchase Agreement, $1,025 of the purchase price was paid at the closing, and
the balance is to be paid in installments over the next 12 months. Payment of
those installments has been guaranteed by GMAI.

       The purchase price was funded internally through working capital.


Tangible and intangible assets acquired:
Property and equipment, net................................        150
Intangible Assets..........................................        600
Goodwill...................................................      1,760
                                                                ------
Total tangible and intangible assets acquired,
  purchase price...........................................              $2,510
                                                                         ======


                                       14

<PAGE>

(4) Inventories

      Inventories as of June 30, 2003 consisted of the following:

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

          Stamps                      $ 3,389     $   230     $ 3,619
          Sports Collectibles             461         370         831
          Coins                        11,891        --        11,891
          Art                              34         250         284
          Other                            96        --            96
                                      -------     -------     -------
                                      $15,871     $   850     $16,721
                                      =======     =======     =======

        Inventories as of March 31, 2004 consisted of the following:

                                      Current   Non-current    Total
                                      -------   -----------   --------
          Stamps                      $28,571     $   500     $29,071
          Sports Collectibles              46         100         146
          Coins                        10,592        --        10,592
          Art                           1,575         250       1,825
          Other                          --          --          --
                                      -------     -------     -------
                                      $40,784     $   850     $41,634
                                      =======     =======     =======

      The above inventory amounts reflect net realizable (LCM) allowances of
approximately $1,885 and $1,340 at June 30, 2003 and March 31, 2004
respectively. The non-current inventory represents an estimate of total
inventory, which is not expected to be sold within one year based on plans to
merchandise this specific inventory in future years.

           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.




                                       15

<PAGE>

 (5) Intangible Assets

      Goodwill

The changes in the carrying value of goodwill for the nine months ended March
31, 2003 and the nine months ended March 31, 2004 are as follows:

      Balance - July 1, 2002                               $1,516
      Net Activity                                           --
                                                           ------

          Balance - March 31, 2003                         $1,516
                                                           ======

      Balance - July 1, 2003                               $1,516
      Purchased Goodwill - Auctentia                        5,387
      Purchased Goodwill - Nutmeg Stamp                       500
      Purchased  Goodwill - Bowers & Merena                 1,760
                                                           ------

                Balance - March  31, 2004                  $9,163
                                                           ======

Intangible Assets

      Other Purchased Intangibles

At June 30, 2003 and March 31, 2004, acquired intangible assets were comprised
of the following (in thousands):

June 30, 2003

                     Estimated       Gross
                   Useful Lives     Carrying     Accumulated    Net Book
                     (Years)         Amount      Amortization     Value
-------------------------------------------------------------------------------

Trademarks            16            $ 3,000        $(2,077)      $   923
Customer Lists         5              1,105         (1,085)           20
                                    -------        -------       -------
                                    $ 4,105        $(3,162)      $   943
                                    =======        =======       =======

March 31, 2004

                     Estimated       Gross
                   Useful Lives     Carrying     Accumulated    Net Book
                     (Years)         Amount      Amortization     Value
-------------------------------------------------------------------------------

Trademarks             5            $ 3,500        $(2,126)      $ 1,374
Customer Lists         5              1,730         (1,118)          612
                                    -------        -------       -------
                                    $ 5,230        $(3,244)      $ 1,986
                                    =======        =======       =======


                                       16

<PAGE>

For the nine months ended March 31, 2004 the Company reevaluated the estimated
useful lives of it's Trademarks (acquired prior to July 1, 2003) and determined
the estimated useful lives should be reduced to five years.

All of the Company's intangible assets are subject to amortization. Amortization
expense for acquired intangible assets for the three and nine months ended March
31, 2003 were approximately $15 and $46, respectively, and for the three and
nine months ended March 31, 2004 was $34 and $82, respectively.

Estimated amortization expense on an annual basis for the succeeding five years
is as follows (in thousands):

For The Fiscal Years Ended
June 30,             Amount
--------------------------------------------

2004 (remaining)      $  106
2005                     410
2006                     410
2007                     392
2008                     385
2009                     283
                      ------
Total                 $1,986
                      ======

(6) Related-party Transactions

      Afinsa and Auctentia
      --------------------

      Afinsa and its affiliates beneficially owned approximately 72% of the
Company's outstanding common stock at March 31, 2004.

      At June 30, 2003 and March 31, 2004, accounts receivable from Afinsa were
approximately $4,588 and $18,154, respectively, and such amounts are included in
the accompanying Consolidated Balance Sheet as Accounts Receivable-related
party. For the three and nine months ended March 31, 2004, sales to Afinsa were
approximately $34,883 and $65,528 and are included in the accompanying
Consolidated Statement of Operations as Sales of Inventory - Related Party.

      GMAI and CdC are each a party to separate agreements with Afinsa, dated
August 1, 2003, pursuant to which GMAI and CdC have agreed to act as exclusive
suppliers of collectibles for Afinsa on a worldwide basis. Under the agreements,
GMAI is to act on behalf of Afinsa in the United States and Hong Kong, and CdC
is to act in all other geographic locations. The purchasing agreements have a
five-year term, terminable by either party upon six months' notice after the
expiration of the first year of the agreement. In addition to paying the
purchase price for the goods sold under the contracts, Afinsa has agreed to pay
to the Company an amount equal to 10% of the aggregate purchase price of all
such goods sold; such amounts are included in Sales of inventory on the
Consolidated Statement of Operations.

      At March 31, 2004 Afinsa had advanced $4,371 to the Company for the
purchase of product relating to the above contracts. Such amount is included in
the accompanying Consolidated Balance Sheet as Advances Payable - related party.

                                       17
<PAGE>

      On April 17, 2003, the Company entered into a revolving credit agreement
with Banco Santander Central Hispano, S.A. The agreement has been guaranteed by
Afinsa and requires that Auctentia maintain ownership of at least 43% of all of
authorized, issued and outstanding shares of voting stock of the Company, (See
Note 7).

      During the three months ended March 31, 2004, Afinsa announced its
intention to transfer, as a gift, certain of its shares of GMAI stock to its
employees as well as to certain employees of CdC, a wholly owned subsidiary of
Afinsa. It is expected that the transfer will be consummated in May 2004. The
transfer of these shares will not be registered and accordingly such shares are
restricted. In accordance with Accounting Principles Board ("APB") No. 25,
Accounting Interpretation No. 1, the Company has recorded compensation expense
in the amount of $100, representing the estimated value of the stock proposed to
be transferred to the employees of CdC.

      Other

      On June 17, 2002, the Company entered into an amendment to the employment
agreement with Mr. Roberts, a director of the Company. In connection with the
amendment, the Company made available to Mr. Roberts a non-interest bearing loan
in the amount of $600. The loan is required to be repaid on an annual basis in
three equal installments commencing February 18, 2006; provided that if Mr.
Roberts is employed by the Company on the date that an installment is due, that
installment payment will be forgiven, and that if his employment is terminated
for death, disability, without cause or by Mr. Roberts with good reason (as
defined), then the entire loan will be forgiven at the date of termination. If
Mr. Robert's employment terminates for cause or by Mr. Roberts without good
reason, then the outstanding amount of the loan will accelerate and be due and
payable within 30 days of termination. An aggregate of $600 has been disbursed
under the loan agreement to date.

      For the nine months ended March 31, 2003 and 2004 sales of approximately
$630 (less than 1% of revenues), and $125 (less than1% of revenues) were made to
former stockholders of Spectrum and/or entities in which they had an ownership
interest, who are current stockholders of the Company. Purchases made to these
entities approximated $4,612 and $1,123 for the nine months ended March 31, 2003
and 2004, respectively. Additionally consulting fees in the amount of $393 and
$101 were paid to this party in the nine months ended March 31, 2003 and 2004,
respectively.

      Scott Rosenblum, a director of the Company, is a partner of the law firm
Kramer, Levin, Naftalis & Frankel, LLP, which provides legal services to the
Company. Anthony L. Bongiovanni, Jr., also a director of the Company, is
president of Micro Strategies, Incorporated, which provides technological
services to the Company.

(7) Debt

Demand Notes Payable

      The Company on April 17, 2003 entered into a revolving credit agreement
with Banco Santander Central Hispano, S.A. with a credit facility of up to
$2,500. Borrowings under this facility bear interest at a rate of prime plus
..25%. The agreement has been guaranteed by Afinsa and requires that Auctentia
maintain at least 43% of all of authorized issued and outstanding shares of
voting stock of the Company. Borrowings under this facility were $2,500 at March
31, 2004. The agreement expires on April 12, 2005.


                                       18

<PAGE>

Notes Payable & Capital Leases

        The Company obtained a secured loan from a privately held capital coin
fund which expires June 30, 2005. This loan is collateralized by certain
inventories and bears interest at a rate of 10% per annum. Borrowing under this
line of credit totaled $4,300 at June 30, 2003 and $4,000 at March 31, 2004.

      On March 1, 2004, the Company entered into a loan agreement with a
non-related party providing for a line of credit of up to $1,000, bearing
interest at the rate of 8.5% per annum. Borrowing under this line of credit
totaled $1,000 at March 31, 2004. Amounts outstanding are repayable on demand
and in any event by June 1, 2004. The Company had a similar loan with this
non-related party which at June 30, 2003 had a balance of $125. This balance was
paid off by August 2003.

      The Company also has a short-term line of credit of approximately $729
with a bank in Zurich, Switzerland. Borrowings under this line of credit bear
interest at a rate of 5% per annum and totaled $833 as of March 31, 2004.

            The remaining notes payable consist of capital leases for the
purchase of equipment, bearing interest at rates ranging from 13% to 21% per
annum. Total borrowings under the leases totaled $140 and $100 at June 30, 2003
and March 31, 2004, respectively.

(8) Major Customers

      The Company's largest customer, Afinsa (a related party), accounted for
approximately 54% and 43% of total revenue during the three and nine months
ended March 31, 2004, and 56% of accounts receivable at March 31, 2004 (See Note
3). A substantial portion of this revenue relates to the exclusive supply
arrangement with Afinsa (a related party) for the purchase of collectibles on a
world-wide basis as further discussed in Note 6.

            The Company's other "major" customer accounted for approximately 14%
and 4% of total revenue during the nine months ended March 31, 2003 and 2004,
respectively, and 5% and 1% of accounts receivable at March 31, 2003 and 2004,
respectively. Such customer is a party to certain supply and sales agreements
with the Company.

            Major customers are considered to be those that accounted for more
than 10% of sales in any period covered by this report.

(9) Stock-Based Compensation

      The Company accounts for stock option plans under the recognition and
measurement principles of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. No
stock-based employee compensation cost is reflected in net income (loss), as all
options granted under those plans had an exercise price equal to the market
value of the underlying common stock on the date of grant. In accordance with
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure," the effect on net income (loss) and net income (loss) per share if
the Company had applied the fair value recognition provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," to stock-based employee compensation
is as follows:

                                       19

<PAGE>

                                                            Nine months ended
                                                                March 31,
                                                         -----------------------
                                                           2003          2004
                                                         ---------    ----------

Net income (loss) - as reported                          $     764    $   13,032
Deduct:
Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax effects            1,900         1,324
                                                         ---------    ----------
Pro forma net income (loss)                              $  (1,136)   $   11,708
                                                         =========    ==========

Net income (loss) per share:
Basic earnings (loss) per share - as reported            $     .06    $     0.57
Basic earnings (loss) per share - proforma               $   (0.09)   $     0.51
                                                         =========    ==========

Net income (loss) per share:
Diluted earnings (loss) per share - as reported          $     .06    $     0.52

Diluted earnings (loss) per share - proforma             $   (0.09)   $     0.47
                                                         =========    ==========

(10) Geographic Information

Geographic revenues based on customer location were as follows:


                     Nine Months Ended
                         March 31,
                     2003         2004
                  ---------    ---------

United States     $  71,364    $  99,698
Asia Pacific            -            990
Europe                  -         51,519
                  ----------------------
                  $  71,364    $ 152,207
                  ======================


Net property, plant and equipment by geographic area was as follows:

                   June 30,     March 31,
                     2003         2004
                  ---------    ---------

United States     $     744    $     897
Europe                   -         1,014
                  ----------------------
                  $     744    $   1,911
                  ======================


                                       20

<PAGE>

(11) Earnings per share

      The following table sets forth the computations of basic earnings per
share and diluted earnings per share:
                                                              Nine months ended
                                                                 March 31,
                                                            -------------------
                                                             2003        2004
                                                            -------------------
          BASIC EARNINGS PER SHARE:

Numerator:
Earnings available to common stockholders                   $    764     $13,032

Denominator:
Weighted average common shares outstanding                    12,704      22,997

Net earnings per share: - Basic                                  .06        0.57
                                                             =======     =======

         DILUTED EARNINGS PER SHARE:

Numerator:
Earnings available to common stockholders                   $    764     $13,032

Denominator:
Weighted average common shares outstanding                    12,704      22,997

Effect of dilutive securities - stock options                     54       1,960
                                                             -------     -------

Weighted average common shares - assuming dilution            12,758      24,957

Net earnings per share: - Diluted                               0.06        0.52
                                                             =======     =======




                                       21

<PAGE>

(12) Supplementary Cash Flow Information

      Following is a summary of supplementary cash flow information:

                                Nine months ended
                                    March 31,
                                 (in thousands)

                                                       2003         2004
                                                     -------      -------

Interest paid                                        $   664      $   590
Income taxes paid                                       --            190

Summary of significant non-cash transactions:

Common stock issued for inventory                       --         10,118
Common stock issued for
  acquisition of Auctentia subsidiaries                 --          6,004
Note payable incurred for
  acquisition of intangible assets                      --          1,485


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," "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, and other filings with the Securities and Exchange
Commission 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 uncertainty.

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

General

      The Company operates in one segment consisting of various collectibles,
which are summarized in the accompanying table:

                                               For the Nine months ended
                                        ----------------------------------------
                                            March 31,           Percentages
                                        -----------------    -------------------
                                          2003      2004       2003       2004
                                        -------   -------    -------     -------
Aggregate Sales                          84,005   182,931        100%       100%
                                        =======   =======    =======     =======
     By Source:
         A. Auction                      15,559    30,724         19%        17%
         B. Sales of Inventory           68,446   152,207         81%        83%
                                        -------   -------    -------    -------
                                         84,005   182,931        100%       100%
                                        =======   =======    =======    =======


                                       22

<PAGE>

                                               For the Nine months ended
                                        ----------------------------------------
                                            March 31,           Percentages
                                        -----------------    -------------------
                                          2003      2004       2003       2004
                                        -------   -------    -------     -------
     By Market:
         Philatelics                     10,929    99,215         13%        54%
         Numismatics                     70,602    81,669         84%        45%
         Sports Collectibles              2,338     1,546          3%         1%
         Art                                 42         1          0%         0%
         Other Collectibles                  94       500          0%         0%
                                        -------   -------    -------    -------
                                         84,005   182,931        100%       100%
                                        =======   =======    =======    =======

      The Company's aggregate sales are generated by the sale of property at
auction, by private treaty and by sale of the Company's inventory. Aggregate
sales consist of the total proceeds realized from the sale of property and
include the Company's commissions when applicable. Property sold by the Company
is either consigned by the owner of the property, or is owned by the Company
directly.

      Total revenues included in the Consolidated Statements of Operations are
comprised of sales of inventory owned by the Company and commissions earned on
the respective sales of consigned inventory. 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.

      Only revenues and not aggregate sales are included in the accompanying
Consolidated Statements of Operations since aggregate sales are not recognized
in accordance with accounting principles generally accepted in the United States
of America.

      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 nine months ended March 31, 2003 and 2004. 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.

Material Changes in Financial Condition

      On September 8, 2003, following the end of its last fiscal year, the
Company consummated three separate transactions with Auctentia, S.L.
("Auctentia"), a wholly owned subsidiary of Afinsa Bienes Tangibles, S.A.
("Afinsa"). Prior to the consummation of these transactions, Auctentia and its
affiliates owned approximately 43% of GMAI's common stock. As a result of the
transactions, Auctentia and its affiliates own approximately 72% of GMAI's
outstanding common stock.

      In the first transaction, the Company acquired all of Auctentia's equity
interests in the following European-based operating subsidiaries (the "European
subsidiaries") in exchange for the issuance of 3,729,226 shares of GMAI common
stock: Corinphila Auktionen AG.; Heinrich Kohler Berliner Briefmarken-Auktionen
GmbH; Heinrich Kohler Auktionshaus GmbH & Co. KG; Heinrich Kohler
Briefmarkenhandel GmbH & Co. KG; Heinrich Kohler Verwaltungs GmbH; Auctentia
Deutschland GmbH; and Auctentia Subastas S.L. These companies, located in
Switzerland, Germany and Spain, are

                                       23
<PAGE>

variously engaged in the businesses of providing intermediation for high level
collectors through auctions (both live and via the internet), sales, trading and
investing in primarily philatelic and numismatic assets.

      In the second transaction, in exchange for the issuance to Auctentia of
6,444,318 shares of stock, the Company acquired from Auctentia all of its right,
title and interest to all of the outstanding membership interests of GMAI
Auctentia Central de Compras, S.L. ("CdC"), a Spanish limited liability company
whose principal assets consist of an inventory of certain stamps, art and other
collectibles assets contributed by Afinsa. CdC was formed in December 2002
solely as a holding company to hold the assets sold to GMAI. CdC has
historically had no operations and commenced operations as of the closing of the
transaction. CdC is engaged in the sale, marketing, brokering, distribution,
promotion and production of owned and third party collectibles, with an emphasis
on specialized philatelic material.

      In the last transaction, GMAI issued to Auctentia 2,826,456 shares of its
common stock, for a purchase price of the Euro equivalent of US $5.0 million.

      In addition, GMAI and its now wholly owned subsidiary, CdC, are parties to
separate agreements with Afinsa, each dated August 1, 2003, pursuant to which
GMAI and CdC have agreed to act as exclusive suppliers of collectibles for
Afinsa, on a worldwide basis. Under the agreements, GMAI is to act on behalf of
Afinsa in the United States and Hong Kong, and CdC is to act in all other
geographic locations. Afinsa is engaged, among other things, in commercial and
trading activities involving collectibles throughout Europe, and has business
relationships with a substantial number of long-term clients, the ultimate
purchasers of the goods to be provided by the Company. The purchasing agreements
have a five-year term, terminable by either party upon six months' notice after
the expiration of the first year of the agreement. In addition to paying the
purchase price for the goods sold to Afinsa under the contracts, Afinsa has
agreed to pay to the Company an amount equal to 10% of the aggregate purchase
price of all such goods sold.

      These transactions and agreements have had and are expected to continue to
have a significant effect on the Company's business, financial condition and
results of operations.

Three months ended March 31, 2004
Compared with the three months ended March 31, 2003

SEE MATERIAL CHANGES IN FINANCIAL CONDITION, ABOVE

            The Company recorded an increase in total revenues of approximately
$37,910 (143%) from approximately $26,595 for the three months ended March 31,
2003 to approximately $64,505 for the three months ended March 31, 2004. Revenue
attributable to the operations of the seven European subsidiaries accounted for
$2,273 in revenue while sales to Afinsa (a related party) contributed $34,883 to
the increased revenue. The Company acquired the European subsidiaries in the
quarter ended September 30, 2003, and entered into the exclusive purchasing
agreements with Afinsa, pursuant to which the sales to Afinsa were made, in
August 2003; accordingly, there are no corresponding figures for the equivalent
period of the prior year. Additionally in the quarter ended March 31, 2004 the
Company completed the acquisitions of the business assets of Nutmeg Stamp Sales,
Inc. and Bowers & Merena Galleries/Superior Sports Auctions/Kingswood Coin
Auctions. Approximately $1,078 of revenue for the period were attributable to
the operations of these acquired businesses. Exclusive of these revenues, for
the three months ended March 31, 2004, revenues declined $324 (1%) from the
equivalent period of the prior year.

                                       24
<PAGE>

             The variation in any year in the composition of total revenues (as
between revenues resulting from inventory sales and commissions resulting from
consignment sales) is largely a function of availability, market demand and
conditions rather than any deliberate attempt by the Company to emphasize one
area over the other. Sellers/consignors of property to the Company generally
make their own determinations as to whether the property should be sold to the
Company for the specified price offered by the Company or offered for sale at
auction at a price that cannot be predicted in advance. Such determination is
based on the potential risks and rewards involved, and includes an evaluation of
the marketability of the property and the potential pool of buyers. The Company
engages in a similar analysis in determining whether to acquire inventory for
its own account and the price it is willing to pay for such inventory.

      Gross profit increased approximately $13,792 (430%) from approximately
$3,209 for the three months ended March 31, 2003 to approximately $17,001 for
the three months ended March 31, 2004. The increased gross profit was the result
of an increase in revenue of $37,909 combined with a gross profit increase from
12% for the three months ended March 31, 2003 to 26% for the three months ended
March 31, 2004. A significant amount of the increased gross profit was derived
from direct sales to Afinsa (a related party) in the quarter ended March 31,
2004.

      The largest contributing factor to the increase in gross profit percentage
was $34,883 in direct sales to Afinsa (a related party) in the quarter ended
March 31, 2004. Exclusive of sales to Afinsa, the gross profit increased from
12% for the quarter ended March 31, 2003 to 20% for the quarter ended March 31,
2004. The increase exclusive of sales to Afinsa (a related party) was the result
of higher gross profit margins on auction sales of owned stamp inventory, which
is reflective of the improvement in quality and pricing of stamp purchases by
the Company.

      The gross profit percentage can vary depending on the market demand and
market conditions relative to each type of product being sold and the proportion
of the revenue mix between sales of merchandise and commissions earned, whereby
sales of merchandise as compared to commissions earned yield a gross profit of
less than 100%.

      The Company's operating expenses increased approximately $5,046 (168%)
during the three months ended March 31, 2004 as compared to the same period in
the prior year. Existing United States operations operating expenses were up
$1,043 (35%), companies acquired in the current quarter contributed $1,144 in
operating expenses with the balance of the increase, $2,859, coming from the
foreign operations which were acquired in the first quarter of the current
fiscal year.

      The United States operations had decreases in marketing expenses for
existing operations of $14 (3%). Depreciation and amortization expenses
decreased, $12 (10%) because of the capitalized computer hardware and software
expenditures of the fiscal year ended 2001 being fully depreciated. Salaries and
wages decreased approximately $36 (3%), however in the quarter ended March 31,
2004 there was a reclassification of $327 of salary expense to cost of goods
sold to reflect the labor for the first nine months of the fiscal year required
to prepare stamps to be sold to Afinsa - related party. Exclusive of this
reclass salaries increased $291 (8%). There was an increase in salaries in the
Company to reflect added personnel to support increased revenues in both the
stamp and coin areas. General and administrative expenses increased $1,103 (90%)
to $2,323 for the three months ended March 31, 2004 as compared to $1,220 for
the three months ended March 31, 2004. Professional fees increased $331which
were largely due to the acquisitions that were made in the quarter as well as
additional costs due to the compliance with the Sarbanes-Oxley Act. Increases in
Shareholder expense of $51, $100 to expense options issued for services -
related party, an increase in the bad debt reserve of $410 and an increase in
travel and entertainment of $10 were additional factors in the higher general
and administrative costs. The above

                                       25
<PAGE>

explanations of operating expenses are for existing United States operations and
do not include expenses for the entities purchased in the quarter.

      Although there were increases in operating expenses Company wide the
increases were offset by the large revenue increase, which had the net effect of
increasing operating costs as a percentage of operating revenue from 11% during
the three months ended March 31, 2003 to 12% for the same period ended March 31,
2004. As compared to aggregate sales, these costs held steady at 10% for the
three months ended March 31, 2003 and March 31, 2004, respectively.

      Interest expense (net of interest income) for United States operations for
the three months ended March 31, 2004 increased approximately $19 from
approximately $165 to approximately $184. Interest expense decreased $11 for the
three months ended March 31, 2004 as compared to the three months ended March
31, 2003. Funding from profits, cash received in exchange for stock and the
attaining of lower interest rate financing were the reasons for the reduction in
interest expense. Interest income for United States operations decreased $30
from $48 for the three months ended March 31, 2003 to $18 for the three months
ended March 31, 2004.

      The Company's effective tax rates for the three month periods ended March
31, 2003 and 2004 were approximately 0% and 26%, respectively. The rate is based
on a blended rate consisting of U.S. Federal, state and foreign statutory income
tax rates. The rates have been reduced by available net operating loss carry
forwards for U.S Federal income tax purposes. This rate may change during the
remainder of fiscal 2004 if operating results or acquisition related costs
differ significantly from current projections.

      The Company's increase in operating profit of approximately $13,792 was
offset by an increase in operating expenses of $5,046 and income tax expense of
$2,287 and exclusive of the gain of $2,035 from sale of investee - related party
in the third quarter of fiscal 2003 resulted in a net gain of approximately
$4,448 for the current three month period ended March 31, 2004 as compared to
the three months ended March 31, 2003.

Nine months ended March 31, 2004
Compared with the nine months ended March 31, 2003

SEE MATERIAL CHANGES IN FINANCIAL CONDITION SECTION, ABOVE

      The Company recorded an increase in total revenues of approximately
$80,843 (13%) from approximately $71,364 for the nine months ended March 31,
2003 to approximately $152,207 for the nine months ended March 31, 2004.
Revenues attributable to the operations of the seven European subsidiaries
accounted for $11,779 in revenue while sales to Afinsa (a related party)
contributed $65,528 to the increased revenue. The Company acquired the European
subsidiaries in the quarter ended September 30, 2003, and entered into the
exclusive purchasing agreements with Afinsa, pursuant to which the sales to
Afinsa were made, in August 2003; accordingly, there are no corresponding
figures for the equivalent period of the ended March 31, 2003.

      Additionally in the quarter ended March 31, 2004 the Company completed the
acquisitions of the business assets of Nutmeg Stamp Sales, Inc. and Bowers &
Merena Galleries/Superior Sports Auctions/Kingswood Coin Auctions. Approximately
$1,078 of net revenue for the period were attributable to the operations of
these acquired businesses. Exclusive of these revenues, for the nine months
ended March 31, 2004, revenues increased $2,458 (3%) from the equivalent period
of the prior year.

                                       26
<PAGE>

      The variation in any year in the composition of total revenues (as between
revenues resulting from inventory sales and commissions resulting from
consignment sales) is largely a function of availability, market demand and
conditions rather than any deliberate attempt by the Company to emphasize one
area over the other. Sellers/consignors of property to the Company generally
make their own determinations as to whether the property should be sold to the
Company for the specified price offered by the Company or offered for sale at
auction at a price that cannot be predicted in advance. Such determination is
based on the potential risks and rewards involved, and includes an evaluation of
the marketability of the property and the potential pool of buyers. The Company
engages in a similar analysis in determining whether to acquire inventory for
its own account and the price it is willing to pay for such inventory.

      Gross profit increased approximately $29,745 (367%) from approximately
$8,109 for the nine months ended March 31, 2003 to approximately $37,854 for the
nine months ended March 31, 2004. The increased gross profit was the result of
an increase in revenue of $80,843 combined with a gross profit increase from 11%
for the nine months ended March 31, 2003 to 25% for the nine months ended March
31, 2004. A significant amount of the increased gross profit was derived from
direct sales to Afinsa (a related party) in the nine months ended March 31,
2004.

      The largest contributing factor to the increase in gross profit percentage
was $65,528 in direct sales to Afinsa (a related party) in the nine months ended
March 31, 2004. Exclusive of sales to Afinsa, the gross profit increased from
11% for the nine months ended March 31, 2003 to 20% for the quarter ended March
31, 2004. The increase exclusive of sales to Afinsa (a related party) was the
result of higher gross profit margins on auction sales of owned stamp inventory,
which is reflective of the improvement in quality and pricing of stamp purchases
by the Company.

      The gross profit percentage can vary depending on the market demand and
market conditions relative to each type of product being sold and the proportion
of the revenue mix between sales of merchandise and commissions earned, whereby
sales of merchandise as compared to commissions earned yield a gross profit of
less than 100%.

      The Company's operating expenses increased approximately $9,850 (112%)
during the nine months ended March 31, 2004 as compared to the same period in
the prior year. Operating expenses attributable to existing United States
operations were up $3,318 (38%), with an increase of $5,388 attributable to the
recently acquired foreign operations and $1,144 attributable to the United
States companies acquired in the quarter ended March 31, 2004.

      Marketing expenses for the United States operations increased
approximately $87 (8%) due to an additional auction in the nine months ended
March 31, 2004 as opposed to 2003 as well as higher catalog costs particularly
for the United Nations stamp auction in November 2003. Depreciation and
amortization decreased approximately $15 (4%). Salaries and wages increased
approximately $1,542 (43%) in part due to the providing for executive bonuses
which are based on profitability in the amount of $784 for the nine months ended
March 31, 2004, an increase of $728 from the $56 accrued for in the nine months
ended March 31, 2003 as well as an increase in general salaries of $814 as the
Company added personnel to support increased revenues, there were severance
payouts for an operation that was relocated from New York to California as well
as duplication of positions during the transition. General and administrative
expenses increased $199 (15%). General and administrative expenses increased
approximately $1,682 (44%). The increase was due to additional bad debt expense
of approximately $400, $230 for the issuance of stock options to non-employees,
payments to board members in the amount of $74, professional fees increased $242
which were largely due to the acquisitions that were made during the fiscal year
as well as additional costs due to the compliance with the Sarbanes-Oxley

                                       27
<PAGE>

Act, an increase in shareholder's expenses of $114, increased insurance costs of
$40, major expenditures to relocate the operations located in New York to
California as well as over lapping expenses and additional travel expenses were
the major factors in the higher general and administrative costs.

      Increased costs were offset by revenue increases thereby holding operating
costs as a percentage of operating revenue at 12% for the nine months ended
March 31, 2003 and March 31, 2004, respectively. As compared to aggregate sales,
the operating costs decreased slightly from 11% for the nine months ended March
31, 2003 to 10% for the nine months ended March 31, 2004.

      Interest expense (net of interest income) for the nine months ended March
31, 2003 decreased approximately $124 from approximately $549 to approximately
$425. The drop in net interest expense was due to increased funding of
operations by profits, the utilization of $5,536 from Auctentia acquisition (see
liquidity section) which was received in exchange for stock and the attaining of
financing at lower interest rates.

      The Company's effective tax rates for the nine month periods ended March
31, 2003 and 2004 were approximately 0% and 29%, respectively. The rate is based
on a blended rate consisting of U.S. Federal, state and foreign statutory income
tax rates. The rates have been reduced by available net operating loss carry
forwards for U.S Federal income tax purposes. This rate may change during the
remainder of fiscal 2004 if operating results or acquisition related costs
differ significantly from current projections.

      The Company's increase in gross profit of approximately $29,745 was offset
by an increase in operating expenses of $9,850, a $500 impairment of an
investment in GMAI-Asia and income tax expense of $5,231 and exclusive of the
gain of $2,035 from the sale of investee- related party in the third quarter of
fiscal 2003 resulted in a net gain of approximately $12,268 for the current nine
months ended March 31, 2004 as compared to the nine months ended March 31, 2003.

Liquidity and Capital Resources

      At March 31, 2004, the Company's working capital position was
approximately $41,834, compared to approximately $9,945 as of June 30, 2003. The
net increase of approximately $31,889 was primarily due to the three
transactions with Auctentia that were consummated during the quarter, which
contributed $16,057 of working capital. The acquisition was an exchange of
$21,122 in equity for but not limited to current assets of $5,536 in cash,
$10,118 in inventory and a non-current asset of goodwill of $4,287. Other major
increases to working capital were gains due to an increase in accounts
receivable of both auctions and trade and related-party of $18,193 and an
increase in inventory of $14,795. The major uses of working capital were an
increase in accounts payable of $13,861 for the purchase of inventory, $4,371
for an increase in advances payable - related party, an increase in consignor
payables of $5,652 and an increase in accrued income taxes of $5,096. Also an
additional increase of $4,000 of working capital was due to the renewal of the
loan from a privately held capital coin fund with a new expiration date of June
30, 2005 which now makes the debt long term.

      The Company experienced a decrease in cash flow from investing activities
for the nine months ended March 31, 2004 of approximately $2,302. This was
primarily to the acquisition of property and equipment and other in the amount
of $402 and purchased intangibles due to acquisitions of $1,900.

      The Company experienced an increase in cash flow from financing activities
for the nine months ended March 31, 2004 of approximately $8,079. This increase
was attributable to the cash received in the Auctentia acquisition of $5,536 as
well as $1,375 for proceeds from the exercise of options and an increase of
$1,167 for loans payable for the nine months ended March 31, 2004. The Company
had

                                       28
<PAGE>

experienced a decrease in cash flow from financing activities of $1,696 for the
nine months ended March 31, 2003 which was entirely attributable to a repayment
of demand notes payable of $1,260 and a decrease in loans and loans payable of
$440.

      The Company's need for liquidity 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).

      The Company is seeking to increase its working capital through additional
credit facilities within the next 12 months to supplement the Company's expected
future growth. It may also consider other financing alternatives, including
raising additional debt or equity capital.

      The Company will consider candidates for acquisition as appropriate. 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 areas.








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    The Company's debt agreements expire at various times during the next
          twelve months. The Company has previously been able to refinance or
          renegotiate these agreements in the past. There can be no assurance
          that the Company will be able to accomplish this in the future.

     o    At times there may be a limited supply of collectibles available for
          sale by the Company. Such supply historically has varied from time to
          time. While neither the Company nor its recently acquired European
          subsidiaries have generally experienced a lack of collectibles that
          has prevented them from conducting appropriately sized auctions on an
          acceptable schedule, no assurance can be given that the Company will
          be able to obtain

                                       29
<PAGE>

          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 inability to do so would have a material adverse
          effect on the Company.

          Furthermore, the popularity of collectibles could decline. This could
          affect the market value of inventory that GMAI currently holds,
          including the inventory acquired under the inventory purchase
          agreement, or inventory it or its subsidiaries may acquire in the
          future.

     o    The business of selling stamps, coins, 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 North America, Europe and the rest of 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 companies with greater financial and other
          resources and name recognition will not enter the market. Among the
          primary competitors in the philatelic auction business in North
          America and Europe are Matthew Bennett, Inc., Charles Shreve
          Galleries, Inc., H.R. Harmer, Robert A. Siegel, Philatelists on Line,
          eBay, Spink, Harmers of London, Thomas Hoiland Auktioner A/S,
          Postiljonen AB, David Feldman, S.A. H.B.A., Edgar Mohrmann & Co.,
          Bolaffi, Rapp Auktionshaus. With respect to sports trading card and
          sports memorabilia auction business, the primary competitors are
          Lelands, Mastro Auctions, Sotheby's, Collector's Universe and eBay.
          With respect to coin operations, the main competitors are Heritage and
          Stacks.

          With respect to internet operations, the market for internet products
          and services is highly competitive and there are no substantial
          barriers to entry. The Company expects that competition will continue
          to intensify. Many of the Company's internet competitors have more
          experience than the Company has maintaining internet operations and
          have greater brand recognition.

     o    As a result of the issuance of 13,000,000 shares to Auctentia on
          September 8, 2003 in connection with the consummation of the share
          purchase agreement, the inventory purchase agreement and the
          subscription agreement, Auctentia and its affiliates currently
          beneficially own approximately 72% of the issued and outstanding
          shares of the Company's common stock. This represents a substantial
          dilution in the current voting power of non-Auctentia related
          stockholders of the Company. As a result, Auctentia and its affiliates
          will be able to elect the entire board of directors of GMAI. Auctentia
          and its affiliates also may be able to approve other actions as a
          stockholder without obtaining the votes of other stockholders of the
          Company or impede transactions that may be desirable for other
          stockholders. In addition, this concentration of ownership, which is
          not subject to any voting restrictions, could limit the price that
          investors might be willing to pay for the Company's common stock.

     o    The Company and Auctentia have signed a registration rights agreement
          pursuant to which Auctentia may request that 18,562,719 shares of the
          Company's common stock beneficially owned by it (including 126,833
          warrants to purchase GMAI common stock) be registered by the Company
          at the Company's expense. Auctentia has agreed that the 3,729,226
          shares of the Company's stock it received pursuant to the share
          purchase agreement will not be sold or otherwise transferred for a
          period of 18 months following

                                       30
<PAGE>

          the closing. All other registrable Company common stock owned by
          Auctentia (that is, approximately 57% of the outstanding shares of
          GMAI common stock) will be freely tradable immediately after any
          registration.

     o    The transactions contemplated by the share purchase agreement have
          presented challenges to management, including the integration of the
          operations, product lines, technologies and personnel of the Company
          and the European subsidiaries, and special risks, including possible
          unanticipated liabilities, unanticipated costs and diversion of
          management attention. In addition, there can be no assurance that the
          combined businesses will achieve increased sales levels,
          profitability, efficiencies or synergies or that the transactions
          contemplated by the share purchase agreement will result in increased
          earnings for the combined companies in any future period. The
          difficulties of combining the operations of GMAI and the European
          subsidiaries are complicated by the necessity of coordinating
          geographically separated organizations. Additionally, the combined
          companies may experience slower rates of growth as compared to
          historical rates of growth of the Company and the European
          subsidiaries independently.

     o    The Company's future success depends to a significant extent on its
          retaining services of senior management and other key personnel,
          particularly GMAI's President and Chief Executive Officer, Greg
          Manning, and the President of Spectrum Numismatics International,
          Inc., Greg Roberts. GMAI's business would be adversely affected if for
          any reason it failed to retain the services of Messrs. Manning or
          Roberts and failed to engage suitable replacements.

     o    GMAI'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
          enactment of 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.

     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
          our web sites, could grow more slowly or decline.

     o    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 U.S. Federal Communications Commission to impose access
          fees on Internet service providers. If these access fees are imposed,
          the cost of communicating

                                       31
<PAGE>

          on the Internet could increase, and this could decrease the demand for
          our services and increase our 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. GMAI 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 its trademarks and other proprietary rights.

     o    The Company cannot accurately forecast revenues of its business,
          particularly with respect to stamp auction operations. Due to
          difficulty anticipating levels or values of consignments at any given
          time, the stamp auction business is susceptible to significant
          fluctuations in operating results and revenue shortfalls, which could
          adversely affect the Company's business. In addition, the Company's
          operating results in the coin business are dependent upon product
          availability over the short and long term, which cannot be predicted
          with any certainty. Future fluctuations in operating results or
          revenue shortfalls of the Company could adversely affect the success
          of the Company. If revenue fails to offset operating expenses in the
          future, the Company may be required to fund future operations through
          the sale of additional common stock, which could cause the market
          price of its stock to decline, as well as have a dilutive effect on
          the value of its common stock currently outstanding.

          In addition, the Company may be adversely affected by the loss of one
          or more major customers or a decrease in the level of sales to a
          related party.

     o    The market price of the Company's common stock has fluctuated and may
          continue to fluctuate significantly due to a number of factors, some
          of which may be beyond the Company's control, including: sales of the
          Company's common stock by stockholders; actual or anticipated
          fluctuations in the Company's operating results; the operating and
          stock price performance of other comparable companies; developments
          and publicity regarding the Company's industry; and general economic
          conditions.

          In addition, the stock market in general has experienced volatility
          that has often been unrelated to the operating performance of
          individual companies. These broad market fluctuations may adversely
          affect the trading price of the Company's common stock, regardless of
          the Company's actual performance, and could enhance the effect of any
          fluctuations that do relate to its operating results.

     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    GMAI has incurred net losses of $13,177,000, $16,323,000, and
          $3,668,000 for the fiscal years ended June 30, 2002, 2001 and 2000,
          respectively. Through the transactions with Auctentia and otherwise,
          the Company is seeking to reduce operating expenses, optimize
          profitability and align resources with long-term business growth
          strategies, as well as to

                                       32
<PAGE>

          explore new sources of collectibles in an effort to increase margins
          and revenues from commissions. There can be no assurance that these
          steps (or any others) will result in a significant improvement in
          GMAI's financial condition, on either a short or long-term basis.

          Although the Company's results of operations for the year ended June
          30, 2003 and for the quarter ended March 31, 2004 reflect a
          significant improvement over the results of prior periods, a
          significant portion of the gross profit for those periods was
          attributable to sales to Afinsa, pursuant to two supply agreements.
          See Note 6. A decrease in the level of sales to Afinsa, or the
          termination of these agreements, could have a material adverse effect
          on the Company. These agreements may be terminated upon six month's
          notice by either party at any time after the first year of the
          contracts.

     o    The Company's future results of operations could be adversely affected
          by changes in accounting standards promulgated by the Financial
          Accounting Standards Board, the Securities and Exchange Commission,
          and the American Institute of Certified Public Accountants.

     o    The Company is subject to certain market risks. See Item 3,
          "Quantitative and Qualitative Disclosures About Market Risk", below.





This list should not be considered an exhaustive statement of all potential
risks and uncertainties.



                                       33

<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.

        Our cash flows and earnings are subject to fluctuations resulting from
changes in foreign currency exchange rates (since we now have significant
subsidiaries in Spain, Switzerland and Germany, where the currency used is the
Euro or, in Switzerland, the Swiss Franc) and interest rates (since our line of
credit with Banco Santander bears interest based on the "prime" rate). We manage
our exposure to these market risks through internal control procedures and, when
deemed appropriate, may do so through the use of derivative financial
instruments, currency exchange forward contracts, currency options, or other
derivative instruments, provided such instruments may be obtained at suitable
prices. However, to date we have not done so. We do not allow speculation in
derivative instruments for profit or execution of derivative instrument
contracts for which there are no underlying exposures. We do not intend to use
financial instruments for trading purposes. We monitor our underlying market
risk exposures on an ongoing basis and believe that we can modify or adapt our
hedging strategies as needed.

      The Company on April 17, 2003 entered into a revolving credit agreement
with Banco Santander Central Hispano, S.A. with a credit facility of up to
$2,500. Borrowings under this facility bear interest at a rate of prime plus
..25%. The Company currently has no activities that would expose it to material
interest rate risks.

      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.

      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.

Item 4. Controls and Procedures

      The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. Within 90 days prior to the date of
this report, the Company carried out an evaluation, under the supervision and
with the participation of the Company's management, including the Company's
Chief Executive Officer along with the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Exchange Act Rule 13a-14.

                                       34
<PAGE>

      Based upon the foregoing, the Company's Chief Executive Officer along with
the Company's Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective. There have been no significant changes in
the Company's internal controls or in other factors that could significantly
affect internal controls subsequent to the date the Company completed its
evaluation.






                                       35

<PAGE>

            GREG MANNING AUCTIONS, INC.

Part II - OTHER INFORMATION

Item 1. Legal Proceedings

            None

Item 2. Changes in Securities, Use of Proceeds and Issuer Repurchases of
Equity Securities

      The Company has not made any repurchases of its equity securities during
the quarter ended March 31, 2004; however, its 72% stockholder, Afinsa Bienes
Tangibles, S.A. purchased stock of the Company during the period, as shown in
the table below.

 (The following information is based on public filings)

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------
                                                                            (d) Maximum Number
                                                  (a) Total Number          (or Approximate Dollar
              (a) Total Number    (b) Average     of Shares (or Units)      Value or Shares
              Number of Shares    Price Paid      Purchased as Part         Units) that May Be
              (or Units the       per Share       of Publicly Announced     Purchased Under
Period        Purchased) 1        (or Unit)       Plans or Programs         Plans or Programs
--------------------------------------------------------------------------------------------------
<C>                <C>                <C>           <C>                     <C>
01/01/04-
01/31/04                                           None                      None
--------------------------------------------------------------------------------------------------
02/01/04-
02/29/04            100,000          10.6877       None                      None
--------------------------------------------------------------------------------------------------
03/01/04-
03/31/04             65,000          10.2451       None                      None
--------------------------------------------------------------------------------------------------
Total               165,000          10.5134
--------------------------------------------------------------------------------------------------
</TABLE>

1. Afinsa purchased such shares in open-market transactions, for investment
purposes.

Item 3. Defaults Upon Senior Securities

            None

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

            None

Item 5. Other Information.

            None


                                       36
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

            (a) Exhibits

            31.1  Exhibit Rule 13a-14(a)/15d-14(a) Certification of Chief
                  Executive Officer *
            31.2  Exhibit Rule 13a-14(a)/15d-14(a) Certification of Chief
                  Financial Officer *
            32.1  Section 1350 Certification of Chief Executive Officer *
            32.2  Section 1350 Certification of Chief Financial Officer *


            (b) Reports on Form 8-K

                    (1)  Report on Form 8-K filed on February 3, 2004, relating
                         to a press release containing material non public
                         information and non-GAAP financial information, issued
                         on February 3, 2003.

                    (2)  Report on Form 8-K filed on February 19, 2004, relating
                         to a press release disclosing information about certain
                         acquisitions made by the Company.

                    (3)  Report on Form 8-K filed on March 5, 2004, disclosing
                         information about certain acquisitions made by the
                         Company.



*  Filed herewith



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<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 5, 2004
                                    /s/ Greg Manning
                                    --------------------------------------
                                    Greg Manning
                                    Chairman and Chief Executive Officer



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





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