SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-QSB/A

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934
For the quarterly period ended December 31, 1999
                              ------------------

                                   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 Small Business Issuer as specified in its Charter)

       NEW YORK                                          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)


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

Check  whether  the Issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  Registrant was required to file
such reports),  and (2) has been subject to filing  requirements for the past 90
days.

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

As of  February  4,  2000,  Issuer  had  7,855,546  shares of its  Common  Stock
outstanding.

Transitional Small Business Disclosure Format (check one):Yes _X_  No ___


<PAGE>

                           GREG MANNING AUCTIONS, INC.
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)
        --------------------

                  Table of Contents                               Page Number

Consolidated Balance Sheet - December 31, 1999 (Unaudited)             3

Consolidated Statements of Operations -                                4
Three and six months ended December 31, 1998 and 1999 (Unaudited)

Consolidated Statement of Stockholders' Equity -                       5
Six months ended December 31, 1999 (Unaudited)

Consolidated Statements of Cash Flows -                                6
Six months ended December 31, 1998 and 1999 (Unaudited)

Consolidated Statement of Comprehensive Income                         7
Six months ended December 31, 1998 and 1999 (Unaudited)

Notes to Consolidated Financial Statements                             8
as of December 31, 1999

Item 2.  Management's Discussion and Analysis                         13


<PAGE>

                              GREG MANNING AUCTIONS, INC.
                              Consolidated Balance Sheet
                                    December 31, 1999
                                       (Unaudited)

                               Assets

 Current Assets

     Cash and cash equivalents                                 $  688,275
     Accounts receivable

        Auctions receivable                                     6,300,865
        Advances to consignors                                  3,663,331
     Inventory                                                 10,749,043
     Deferred tax asset                                           339,510
     Prepaid expenses and deposits                                339,308
                                                       -------------------
                    Total Current Assets                       22,080,332

      Property and equipment, net                                 894,745
      Goodwill                                                  4,397,200
      Customer Lists                                              311,667
      Trademarks                                                2,825,000
      Investment in Joint Venture                                 467,283
      Other non-current assets
        Deferred Tax Asset                                      1,939,024
        Inventory                                                 900,000
        Advances to consignors                                    726,954
        Other                                                     557,353
                                                        -------------------
                 Total assets                                 $35,099,558
                                                        ===================
             Liabilities and Stockholders' Equity

Current liabilities:
      Demand notes payable                                     $4,752,000
      Notes payable                                             2,281,722
      Payable to third party consignors                         3,595,303
      Accounts payable                                          1,469,744
      Accrued expenses                                          3,852,309
                                                        -------------------
                 Total current liabilities                     15,951,078
      Notes payable - long term                                 1,242,721
                                                        -------------------
                 Total liabilities                             17,193,799
                                                        -------------------
Preferred stock, $.01 par value. Authorized

  10,000,000 shares; none issued.                                       0
Common stock, $.01 par value. Authorized

  20,000,000 shares; 6,876,620 issued and outstanding              68,767
Additional paid in capital                                     18,260,701
Retained earnings (deficit)                                      (423,709)
                                                        -------------------
            Total stockholders' equity                          17,905,759
                                                        -------------------
       Total liabilities and stockholders' equity              $35,099,558
                                                        ===================

                               See accompanying notes to financial statements


<PAGE>
<TABLE>
<CAPTION>

                                            Greg Manning Auctions, Inc.
                                       Consolidated Statements of Operations

                                                    (Unaudited)

                                                   Three months ended December 31,      Six months ended December 31,
                                                  -----------------------------------  ---------------------------------
                                                        1998              1999              1998              1999
<S>                                               <C>                <C>               <C>               <C>
                                                  -----------------  ----------------  ---------------   ---------------
      Operating Revenues

        Sales of merchandise                           $ 3,454,335        $2,330,381    $  4,450,964      $  4,708,770
        Commissions earned                               1,214,406         1,264,263       1,815,855         2,528,369
                                                  -----------------  ----------------  ---------------   ---------------
                                                         4,668,741         3,594,644       6,266,819         7,237,139

      Operating Expenses

        Cost of merchandise sold                         2,415,765         1,956,575       3,137,931         3,814,774
        General and administrative                       1,567,440         2,907,954       2,427,211         5,061,748
        Marketing                                          302,693           469,740         434,911           993,668
                                                  -----------------  ----------------  ---------------   ---------------
                     Operating income (loss)               382,843       (1,739,625)          266,766       (2,633,051)

      Other income (expense)
        Gain on sale of marketable securities              102,635                 0          659,452           14,494
        Interest income                                    105,807           102,086          202,449          326,372
        Interest expense                                  (178,976)         (235,992)        (281,666)        (406,824)
        Loss from operations of joint venture                                (15,385)                          (74,698)
                                                   -----------------  ----------------  ---------------   ---------------
                     Income (loss) before income           412,309        (1,888,916)         847,001       (2,773,707)
                     taxes                                 412,309

      Provision for (benefit from) income taxes            156,058          (708,238)         381,129       (1,116,024)
                                                    -----------------  ----------------  ---------------   ---------------
        Net Income (loss)                               $  256,251      $ (1,180,678)     $   465,872     $ (1,657,683)
                                                    =================  ================  ===============   ===============

      Basic Earnings (loss) per share

        Weighted average shares outstanding              5,404,399         6,858,620        4,912,198        6,820,071
                                                   =================  ================  ===============   ===============
        Basic Earnings (loss) per share                  $    0.05    $        (0.17)   $        0.09     $      (0.24)
                                                    =================  ================  ===============   ===============

      Diluted Earnings (loss) per share

        Weighted average shares outstanding              6,042,267         6,858,620        5,307,226         6,820,071
                                                   =================  ================  ===============   ===============
        Basic Earnings (loss) per share                  $    0.04   $         (0.17)  $         0.09     $       (0.24)
                                                   =================  ================  ===============   ===============

                              See accompanying notes to financial statements
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                              GREG MANNING AUCTIONS, INC.

                 Consolidated Statement of Stockholders' Equity

                       Six months ended December 31, 1999

                                   (Unaudited)

                                                   Common Stock

                                         ----------------------------------    Additional         Retained           Total
                                           Number of             Par            Paid-in           Earnings       Stockholders'
                                            Shares              Value           Capital          (Deficit)           Equity
                                        ----------------   ---------------  ------------------  --------------  ------------------
<S>                                     <C>                <C>              <C>                 <C>             <C>
 Balance June 30, 1999                        6,495,622          $ 67,810       $ 17,862,548     $ 1,233,974         $19,164,332

 Options Exercised                               95,625               957            175,303                             176,260

 Income Tax Benefit from exercise of                                                 222,850                             222,850
  options

 Shares sold for cash *                         285,373                                                                      -

 Net loss December 31, 1999                                                                       (1,657,683)         (1,657,683)
                                        ----------------   --------------- ------------------  --------------  ------------------
  Balance December 31, 1999                   6,876,620          $ 68,767       $ 18,260,701     $  (423,709)        $17,905,759
                                        ================   =============== ==================  ==============  ==================


                 See accompanying notes to financial statements

* See Note 6
</TABLE>

<PAGE>

                                GREG MANNING AUCTIONS, INC.
                           Consolidated Statements of Cash Flows
                                        (Unaudited)

                                                Six months ended December 31,
                                            1998                      1999
                                     ----------------           ---------------
Cash flows from operating activities :
 Net Income (loss)                       $  465,872             $ (1,657,683)
 Adjustments to reconcile net income to net cash
  from operating activities:
    Depreciation and amortization           258,362                  593,004
    Provision for bad debts                (158,632)                 214,779
    Gain on sale of marketable securities  (659,452)                 (14,494)
    Deferred tax expense (benefit)               -                (1,116,024)
    Equity in loss of joint venture              -                    74,698
 (Increase) decrease in assets:
    Auctions receivable                     773,248                  893,956
    Advances to consignors                  (50,069)                (625,855)
    Inventory                            (2,079,929)              (4,572,915)
    Prepaid expenses and deposits           (50,764)                 (33,210)
    Other assets                            681,633                  (25,697)
  Increase (decrease) in liabilities:
    Payable to third-party consignors    (2,396,166)                 313,919
    Accounts payable                        660,295                 (365,772)
    Accrued expenses and other
       liabilities                        1,070,586                2,068,812
    Income taxes payable                    381,129
                                   ------------------       -------------------
                                         (1,103,887)              (4,252,482)

Cash flows from investing activities:

 Capital expenditures for

     property and equipment                 (68,228)                (384,586)
 Additional goodwill                        (18,295)                 (13,669)
 Investment in Joint Venture                    -                    (21,787)
 Purchase of Customer list                 (100,000)
 Acquisition of Subsidiary               (3,270,040)
 Proceeds from sale of marketable
     securities                             726,186                   15,649
                                  ------------------       -------------------
                                         (2,730,377)                (404,393)

Cash flows from financing activities:
  Net proceeds from (repayment of)
    demand notes payable                    474,000                1,050,000
  Repayment of loans and loans payable     (307,181)                 705,259
  Proceeds from notes payable             1,500,000
  Repayment of term notes payable              -
  Proceeds from exercise of options         195,938                  176,258
  Proceeds from sale of common stock      1,500,000
  Proceeds from Stock Subscriptions

    Receivable                                 -                   3,000,000
                                  ------------------       -------------------
                                          3,362,757                4,931,517

 Net change in cash and cash
   equivalents                             (471,507)                 274,642
 Cash and cash equivalents at
   beginning of period                      603,628                  413,633
                                  ------------------       -------------------
 Cash and cash equivalents at
   end of period                         $  132,121              $   688,275
                                          ===========              ===========

                 See accompanying notes to financial statements


<PAGE>

                                   Greg Manning Auctions, Inc.
                         Consolidated Statement of Comprehensive Income
                               For the six months ended December 31,

                                            1998                   1999
                                   --------------------   --------------------
Net Income (loss)                        $   465,872         $  (1,657,683)
Other comprehensive income (loss)
 Unrealized gains on securities              353,650

 Less: reclassification adjustment for
 gains included in net income               (395,671)
                                   --------------------   --------------------
Comprehensive income (loss)              $   423,851         $  (1,657,683)
                                   ====================   ====================



                 See accompanying notes to financial statements


<PAGE>

(1)  Organization, Business and Basis of Presentation

         Greg  Manning   Auctions,   Inc.,   together   with  its  wholly  owned
subsidiaries Ivy & Mader Philatelic Auctions, Inc. Greg Manning Galleries, Inc.,
and Teletrade,  Inc.  (collectively,  the "Company"),  is a public auctioneer of
collectibles including rare stamps, stamp collections and stocks, sports trading
cards and  memorabilia,  movie posters,  fine art, rare coins,  diamonds,  comic
books,  Hollywood and Rock and Roll memorabilia.  The Company conducts both live
auctions and auctions via the Internet, bringing together purchasers and sellers
located  throughout the world. The Company accepts property for sale at auctions
from sellers on a consignment  basis,  and earns a commission  on the sale.  The
Company also sells  collectibles  by private treaty for a commission,  and sells
its own inventory at auction, wholesale and retail.

         The accompanying consolidated balance sheet as of December 31, 1999 and
related consolidated statements of operations,  stockholders' equity, cash flows
and comprehensive  income for the three and six month periods ended December 31,
1998 and 1999 have been  prepared  from the books and records  maintained by the
Company, in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-QSB and Item 310(b)
of  Regulation  SB.  Accordingly,  they  do  not  include  all  information  and
disclosures  required by generally accepted  accounting  principles for complete
financial statements. In the opinion of management,  all adjustments,  which are
of a normal recurring nature,  considered necessary for a fair presentation have
been included.  For further  information,  refer to the  consolidated  financial
statements  and  disclosures  thereto in the Company's  Form 10-KSB for the year
ended June 30, 1999 filed with the Securities and Exchange Commission.

In July 1999, the Company and Afinsa Bienes Tangibles,  S.A.  ("Afinsa"),  a 16%
shareholder of the Company,  formed a joint venture known as  GMAI-EUROPE.COM to
conduct Internet auction and retail sales in Europe through a newly  established
Madrid, Spain office. A definitive  agreement is currently being finalized.  The
Company has a 50%  investment  in  GMAI-EUROPE.COM  which will be accounted  for
under the Equity method of accounting.

         On December 9, 1999, the Company  announced the signing of a definitive
agreement to purchase  Spectrum  Numismatics  International,  Inc., a Santa Ana,
California  company,  a leading wholesaler of rare coins. Under the terms of the
agreement, which is subject to the approval of the Company's shareholders, which
is scheduled for February 18, 2000,  the Company will pay Spectrum  shareholders
$25  million in the  Company's  common  stock  valued at $14.25  per share.  For
further information,  refer to the Proxy Statement and disclosures thereto filed
with the Securities and Exchange Commission on January 13, 2000.

(2) Summary of Certain Significant Accounting Policies

Revenue Recognition

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

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

         The Company  also sells its own  inventory  at auction,  wholesale  and
retail. Revenue with respect to inventory at auction is recognized when sold and
for wholesale or retail sales,  revenue is recognized when delivered or released
to the customer or to a common carrier for delivery.

         The  Company  does  not  provide  any  guarantee  with  respect  to the
authenticity  of  property  offered  for  sale at  auction.  Each lot is sold as
genuine and as  described by the Company in the catalog.  When  however,  in the
opinion of a  competent  authority  mutually  acceptable  to the Company and the
purchaser,  a lot is declared otherwise,  the purchase price will be refunded in
full if the lot is returned to the Company  within a specified  period.  In such
event,  the Company  will return such lot to the  consignor  before a settlement
payment  has been  made to such  consignor  for such lot in  question.  To date,
returns have not been material.  Large  collections are generally sold on an "as
is" basis.

Principles of Consolidation

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

Business Segment

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

<TABLE>
<CAPTION>

                                                 For the six months ended
                                                       December 31,                           Percentages
                                          -----------------------------------------    ----------------------------
                                                  1998                  1999               1998            1999
                                          -------------------    ------------------    ------------   -------------
<S>                                   <C>                        <C>                   <C>            <C>
Aggregate Sales                       $           15,250,467     $      20,321,749            100%            100%
                                     ========================    ==================    ============   =============
By source:
     A. Auction                       $           10,799,503     $      15,612,979             71%             77%
     B. Sales of inventory                         4,450,964             4,708,770             29%             23%
                                     ------------------------    ------------------    ------------   -------------
By market:
           A. Philatelics             $           10,077,027     $       7,594,231             66%             37%
           C. Sports Collectibles                  1,651,750             3,981,787             11%             20%
           D. Numismatics                          2,910,685             7,563,889             19%             37%
           D. Diamond                                131,730               107,493              1%              1%
           E. Art                                    424,725                49,903              3%              0%
           F  Other                                   54,550             1,024,446              0%              5%
</TABLE>

Intangible Assets
         Goodwill

Goodwill  primarily  includes the excess purchase price paid over the fair value
of the net assets acquired. Goodwill is being amortized on a straight-line basis
over twenty to twenty-five years. Total accumulated amortization at December 31,
1998 and 1999 was  approximately  $ 382,000  and $  661,000,  respectively.  The
recoverability  of goodwill is evaluated at each year end balance  sheet date as
events or  circumstances  indicate a possible  inability to recover its carrying
amount.  This  evaluation  is based  on  historical  and  projected  results  of
operations  and gross cash  flows for the  underlying  businesses.  Amortization
expense  charged to  operations  for the six months ended  December 31, 1998 and
1999 was approximately $ 71,000 and $ 122,000 respectively.

         Trademarks and Customer List

Part of the  purchase  price for  Teletrade  was  allocated  to  Trademarks  and
Customer List. These are being amortized on a straight-line basis over a 20-year
period for Trademarks and a 5-year period for Customer List.  Total  accumulated
amortization  at December  31, 1999 was  approximately  $ 263,000.  Amortization
expense  charged to  operations  for the six months ended  December 31, 1998 and
1999 was approximately $ 35,000 and $ 115,000, 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.

Earnings (loss) per common and common equivalent share

         The Company  computes net income per share in accordance with Statement
of Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share". In
accordance  with SFAS 128,  primary  earnings per share have been  replaced with
basic  earnings  per  share,  and fully  diluted  earnings  per share  have been
replaced with diluted  earnings per share which  includes  potentially  dilutive
securities such as outstanding options and convertible securities.

                  Basic  earnings  per  share is  computed  by  dividing  income
available to common shareholders by the weighted-average number of common shares
outstanding  during  the  period.  Diluted  earnings  per share is  computed  by
dividing income available to common shareholders by the weighted-average  number
of common shares  outstanding  during the period increased to include the number
of  additional  common shares that would have been  outstanding  if the dilutive
potential common shares had been issued.  The dilutive effect of the outstanding
options would be reflected in diluted  earnings per share by  application of the
treasury  stock  method.  There is no dilutive  effect to these  options for the
three and six months ended December 31, 1999.

Comprehensive Income

         Effective July 1, 1998, the Company  adopted the provisions of SFAS No.
130, "Reporting  Comprehensive  Income." SFAS No. 130 establishes  standards for
reporting and display of  comprehensive  income and its components in a full set
of general purpose  financial  statements.  The objective of the Statement is to
report a measure of all  changes in equity of an  enterprise  that  result  from
transactions  and other  economic  events of the period other than  transactions
with owners ("Comprehensive  income").  Comprehensive income is the total of net
income and all other nonowner changes in equity.

<PAGE>

(3) Inventories

         Inventories as of December 31, 1999 consisted of the following:

                                  Current        Non-current          Total
                             ---------------   --------------   ---------------
 Stamps                         $ 4,618,032                       $  4,618,032
 Sports Cards and Memorabilia     3,707,409                          3,707,409
 Coins                              659,252                            673,252
 Art                                315,893                            315,893
 Other                            1,448,457         $ 900,000        2,348,457
                             ---------------   --------------   ---------------
                               $ 10,749,043         $ 900,000     $ 11,649,043
                             ===============   ==============   ===============

(4) Related-party Transactions

         The  Company  accepts  rare stamps and other  collectibles  for sale at
auction on a consignment basis from Collectibles Realty Management, Inc., ("CRM.
Such  stamps and  collectibles  have been  auctioned  by the  Company or sold at
private treaty under  substantially  the same terms as for third party customers
and the Company  charges  CRM a seller's  commission  for items  valued at under
$100,000 per lot. In the case of auction, the hammer price of the sale, less any
seller's commission,  is paid to CRM upon successful auction, and in the case of
private treaty, the net price after selling  commissions is paid to CRM. For the
three and six months  ended  December  31,  1999,  there were no such auction or
private treaty sales.

         Scott  Rosenblum,  a director of the  Company,  is a partner of the law
firm Kramer,  Levin,  Naftalis & Frankel,  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 computer services to
the  Company.  Leon  Liebman,  who  was a  director  of the  Company  until  his
resignation on October 19, 1999,  provided  consulting services for the Company.
Total expenditures for services rendered by these firms for the six months ended
December  31,  1998  and  1999  were   approximately   $166,000  and  $  142,000
respectively, in the case of Kramer, Levin, Naftalis & Frankel,  approximately $
51,000  and  $  151,000   respectively,   in  the  case  of  Micro   Strategies,
Incorporated, and $0 and $ 25,000 respectively in the case of Mr. Liebman.

(5) Debt

At December 31, 1999,  the Company was a party to secured  revolving  credit and
term loan facilities with Brown Brothers Harriman & Co. ("BBH&Co").  At December
31,  1999,  the  borrowing  under  these  facilities   totaled   $4,752,000  and
$2,450,000, respectively.

On February 1, 2000,  the Company paid off in full all of such  facilities  from
the proceeds of the private equity  financing  which is more fully  described in
the accompanying subsequent events note. Accordingly,  at February 14, 2000, the
full amount of the revolving credit facility,  or an aggregate of $5.25 million,
remains available to the Company.

(6) Stock subscriptions receivable

                  On  February  10,  1999,  the  Company  entered  into a  stock
purchase  agreement with whereby Afinsa agreed to purchase 475,624 shares of the
Company's Common Stock for an aggregate  purchase price of $5 million (at $10.51
per share, which was the closing price of the Company's common stock as reported
by NASDAQ at the close of business on the date the agreement was signed). During
the year ended June 30,  1999,  the Company  received $2 million from Afinsa and
issued 172,251 shares of common stock.

                   As of  June  30,  1999,  the  Company  had  recorded  a stock
subscription  receivable  for the  remaining  285,373  shares with an  aggregate
purchase  price of $3 million.  This amount was received  from Afinsa on July 9,
1999.

(7)  Supplementary Cash Flow Information

         Following is a summary of supplementary cash flow information:

                                         Six Months Ended
                                            December 31,
                                --------------------------------------------
                                        1998                     1999
                                ------------------      --------------------
      Interest paid                  $  281,999               $   337,854
      Income taxes paid                   1,314                     1,222

 Summary of significant non-cash transactions:

     Income tax effect of the
      exercise of options                  -                     222,850

(8) Acquisition of Subsidiary

                   On October 29, 1998,  the Company  completed the  acquisition
(the  "Acquisition")  of all of the common stock of  Teletrade,  Inc.  from Leon
Liebman, Richard Makely and Bernard Rome. The purchase price for the Acquisition
was $5,895,040 consisting of $1,875,000 in securities of the Company, $3,000,000
in cash,  $675,000  in  promissory  notes,  $75,000 in options to  purchase  the
Company's  common  stock and  $270,040  in  acquisition  related  expenses.  The
acquisition was recorded using the purchase method of accounting.  The amount of
consideration paid was determined by arm's length negotiations among the Company
and Messrs.  Liebman,  Makely and Rome.  The cash used for the  Acquisition  was
available from (i) a private placement of 200,000 shares of the Company's Common
Stock to each of Leon Liebman,  Greg Manning and Afinsa and (ii) a term loan, as
described below. Reference is made to the Company's report on Form 8-K/A1, which
was filed by the  Company on January 12,  1999.  The  results of  operations  of
Teletrade are included from October 30, 1998.

<PAGE>

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

Results of Operations

Overview

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  inveestors  should  carefully
consider the information set forth below, and in the Company's Form 10-KSB,  and
in its Proxy  Statement,  filed with the Securities  and Exchange  Commission on
January 13, 2000 and Form S-3 filed with the Securities and Exchange  Commission
on February 10, 2000, in addition to the other information set forth herein. The
Company  cautions  investors  that its business and  financial  performance  are
subject to substantial risks and uncertainties.

Greg Manning  Auctions,  Inc. is continuing to pursue its strategy of becoming a
global  internet  auction  company,  through its  investments  in GMAI-Asia  and
GMAI-Europe,  as well as  through  its  continuing  efforts to expand its market
within the North American internet marketplace.  Through its alliances with eBay
and Amazon.com  (see  Subsequent  Events,  below),  it continues to increase its
presence within the internet collectible auction marketplace.

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

         The Company's  operating  expenses  consist of the cost of sales of the
Company's  inventory  and  general and  administrative  expenses  and  marketing
expenses  for the six months  ended  December  31,  1998 and 1999.  General  and
administrative expenses are incurred to pay employees and to provide support and
services  to  those  employees,  including  the  physical  facilities  and  data
processing.  Marketing  expenses  are  incurred to promote  the  services of the
Company to sellers and buyers of  collectibles  through  advertising  and public
relations,  producing  and  distributing  its auction  catalogs  and  conducting
auctions.

Three  months  ended  December  31, 1999  Compared  with the three  months ended
December 31, 1998

Net Revenues

The Company  recorded a decrease in revenues of approximately $ 1,074,000 (23%),
from  approximately  $ 4,669,000 for the three months ended December 31, 1998 to
approximately  $ 3,595,000  for the three  months ended  December 31, 1999.  The
primary  reason  for this  decrease  is that  during the  second  quarter  ended
December 31, 1998,  there were two  significant  "private  treaty"  sales of the
Company's  owned  inventory,  one in stamps  and one in art.  The  Company is no
longer  focusing on such  private  treaty  sales as it pursues  its  strategy of
increasing its on-line  internet sales. To this end the Company has concentrated
on obtaining  inventory for initial sale on the  internet.  Our auction sales of
owned inventory  actually  increased from  approximately  $1,010,000  during the
three months ended December 31, 1998 to  approximately  $1,762,000for  the three
months ended December 31, 1999.

Cost of Revenues

Cost of revenues  consist  primarily  of the cost of inventory  sold,  including
certain costs  relating to the  acquisition,  handling and  maintenance  of that
inventory.  Cost of revenues  were  approximately  $ 1,957,000,  or 54.4% of net
revenues for the three months ended December 31, 1999 compared to  approximately
$ 2,416,000,  or 51.4% of net  revenues for the three months ended  December 31,
1998.  As  mentioned  above,  the primary  reason for the  decrease in value and
profit  margin % is  primarily  attributable  to the  overall  decrease  in more
profitable private treaty sales in 1999 as compared to 1998.

Marketing and Operating Expenses

The Company's  marketing and operating  expenses  increased by  approximately  $
1,508,000 (81%) in the three months ended December 31, 1999 compared to the same
period in the prior year.  These costs  resulted  in  operating  costs of 94% of
operating  revenues for the three months ended December 31, 1999 compared to 40%
for the  comparable  period  in the  prior  year.  This  increase  in costs  are
primarily  attributable  to increases in marketing and  advertising  expenses of
approximately  55%, salaries and wages of approximately 38%, and auction related
expenses  of  approximately  122%.  It is  management's  belief  that these cost
increases are consistent with its strategy to provide sufficient  infrastructure
to the  Company  in order to meet the  demands  which are  anticipated  from its
growth  in  the  e-commerce  marketplace.  Also  included  in  these  costs  are
approximately $224,000 in depreciation and amortization (an increase of 24% over
the three  months  ended  December  31,  1998)  and  approximately  $405,000  in
noon-recurring acquisition costs related to Spectrum.

The Company's  decrease in operating profits of approximately $ 2,122,000 during
the three month period  ending  December 31, 1999 as compared to the  comparable
period  ended  December  31,  1998,  and the  gain on  sale  of  PICK  stock  of
approximately $ 103,000 during the three months ended December 31, 1998 were the
primary  components of the net loss of  approximately  $ 1,181,000 for the three
months ended December 31, 1999 compared to net income of approximately $ 256,000
during the three months ended December 31, 1998.

Six months ended  December 31, 1999 Compared with the six months ended  December
31, 1998

Net Revenues

The Company had an increase in net revenues of  approximately $ 970,000 (15%) to
approximately $ 7,237,000 for the six months ended December 31, 1999 as compared
to the comparable period ended December 31, 1998. This increase was attributable
to an increase in sales of the Company's  inventory of  approximately  $ 258,000
(5.8%) and an increase in commissions earned of approximately $ 712,000 (39.2%).
Cost of Revenues

Cost of revenues for the six months ended December 31, 1999 were approximately $
3,814,000,  or 52.7% of net revenues  compared to approximately  $3,138,000,  or
50,4% of net revenues for the six months  ended  December 31, 1998.  The primary
reasons for the increase were a decrease in more profitable non-auction sales of
approximately $ 1,700,000 with an average gross profit margin of 36% for the six
month  period  last  year and 26% for the six month  period  this  year,  and an
increase in auction sales of approximately $ 1,958,000 with average gross profit
margins of 21% last year and 17% this year.

Marketing and Operating Expenses

The  Company  recorded  an  increase  in  marketing  and  operating  expenses of
approximately $ 3,193,000 for the six months ended December 31, 1999 as compared
to the  comparable  period ended  December 31, 1998.  This increase in costs are
primarily  attributable  to increases in marketing and  advertising  expenses of
approximately  $ 559,000 (128%),  salaries and wages of  approximately $ 785,000
(74%),  and auction related expenses of  approximately  $391,000  (190%).  It is
management's  belief that these cost increases are consistent  with its strategy
to provide sufficient infrastructure to the Company in order to meet the demands
which are  anticipated  from its  growth  in the  e-commerce  marketplace.  Also
included  in these  costs  are  approximately  $  593,000  in  depreciation  and
amortization  (a 130%  increase  from the same  period  from the prior year) and
approximately $405,000 in non-recurring acquisition costs relating to Spectrum.

Interest Income and Expense

Interest  expense  increased  approximately  $ 125,000 for the six months  ended
December 31, 1999 as compared to the comparable  period ended December 31, 1998.
The increase was  primarily  attributable  to increased  outstanding  borrowings
during the current six month period to support our increased inventory purchases
in anticipation of expanding our e-commerce sales.  Interest income increased by
approximately  $ 124,000 for the six months ended  December 31, 1999 as compared
to the comparable period ended December 31, 1998.

The Company  recorded a net loss of approximately $ 1,658,000 for the six months
ended December 31, 1999 as compared to net income of approximately $ 466,000 for
the comparable  period ended December 31, 1998. This change was primarily due to
those  factors  mentioned  above  as well as the  gain on sale of PICK  stock of
approximately $ 659,000 during the six months ended December 31, 1998.

The  Company's  program  relating to Year 2000 issue is ongoing,  as the Company
monitors (1) the software and systems used in the Company's  internal  business;
and (2) third party vendors,  manufacturers  and suppliers.  The Company has not
experienced any issues or problems with regard to Y2K.

 Liquidity and Capital Resources

At December 31, 1999, the Company's working capital position was approximately $
6,129,000,  compared to  approximately  $ 9,002,000  as of June 30,  1999.  This
decrease of  approximately  $ 2,873,000  was  primarily due to the net six month
operating   loss  of   approximately   $  2,774,000,   auctions   receivable  of
approximately   $  894,000  and   increases  in  demand  and  loans  payable  of
approximately  $ 2,118,000 and accrued  expenses of  approximately  $ 2,075,000,
which were partly offset by increases in inventory of  approximately $ 4,573,000
(in anticipation of increased e-commerce  activity),  and advances to consignors
of approximately $ 626,000.

         The  Company  experienced  a  decrease  in  cash  flow  from  investing
activities  for the six  months  ended  December  31,  1999 of  approximately  $
404,000.  This was primarily  attributable  to the  acquisition  of property and
equipment.

         The  Company  experienced  an  increase  in cash  flow  from  financing
activities  for the six  months  ended  December  31,  1999 of  approximately  $
4,932,000.  This was primarily  attributable  to the exercise of employee  stock
options and the proceeds from stock subscriptions receivable.

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

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

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

Subsequent events

On January 31,  2000,  we issued in a private  placement  to  Amazon.com,  Inc.,
285,551  shares of our common stock,  together with a warrant to acquire  25,000
shares of our common stock at an exercise price per share of $20.19. The warrant
is immediately exercisable.  In connection with this equity investment, GMAI and
Amazon.com  Auctions LLC, a subsidiary of  Amazon.com,  entered into a marketing
agreement  pursuant to which the company will offer collectibles for sale on the
subsidiary's Web site.

In late January and early February 2000,  GMAI issued in a private  placement to
certain  investors an aggregate of 750,000 shares of the Company's common stock,
together  with  warrants  to acquire  112,500  shares of our common  stock.  The
warrants are immediately exercisable at a price of $18.85 per share.

On January 15, 2000,  GMAI-Asia.com Inc. agreed to enter into a group of related
transactions.  The Company expects the closing of these transactions to occur in
mid-February  2000.  At the  closing,  GMAI-Asia.com  will  acquire  from  China
Everbright  Technology  Limited a 65% interest in China Everbright  Telecom-Land
Network  Limited  (a  British  Virgin  Islands  company)  for  consideration  of
30,000,000 Chinese Renmimbi (approximately US$3,624,000, using a conversion rate
of RMB8.2788  to  US$1.00),  payable in our common  stock,  and  GMAI-Asia.com's
guarantee  of  40,000,000  Chinese  Renmimbi  (approximately   US$4,832,000)  of
indebtedness of China Everbright Telecom-Land's Shanghai subsidiary;  enter into
a  shareholders'   agreement   governing  the  management  of  China  Everbright
Telecom-Land  and its Shanghai  subsidiary and providing  GMAI-Asia.com  certain
rights to acquire the remaining 35% interest in China  Everbright  Telecom-Land;
enter  into a  management  agreement  with  China  Everbright  Telecommunication
Products  Limited  (a  Chinese  company  wholly  owned  by  affiliates  of China
Everbright Technology); and receive an option to acquire a 65% interest in China
Everbright  Telecommunication  Products  for nominal  consideration  and certain
rights  to   acquire   the   remaining   35%   interest   in  China   Everbright
Telecommunication  Products. In addition, we will be guaranteeing performance by
GMAI-Asia.com  of its  obligations  in these various  transactions,  and will be
registering the shares of our stock that we issue to China Everbright Technology
Limited. China Everbright Telecom-Land and its Shanghai subsidiary are currently
engaged in the wholesale and retail  distribution of consumer  telecommunication
and electronic  products in China.  These  entities sell their products  through
China  Everbright  Telecommunication  Products'  distribution  network of retail
locations. In consideration of this additional investment in GMAI-Asia.com,  the
Company has raised its interest in GMAI-Asia.com from 42.5% to 51.7%.

<PAGE>

                            GREG MANNING AUCTIONS, INC.

                           Part II - OTHER INFORMATION

Item 1. Legal Proceedings

                  None

Item 2. Changes in Securities

                  None

Item 3. Defaults Upon Senior Securities

                  None

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

The Company's  Annual Meeting of  Shareholders  was held on December 9, 1999. At
the Annual  Meeting,  each of Mark B. Segall and Richard  Cohen were  elected to
hold off ice as  directors  of the  Company  until the third  succeeding  Annual
Meeting of Shareholders in 2002, and until their respective successors have been
elected and qualified.

Set forth below is  information  concerning  the voting results of matters voted
upon at the Annual Meeting:

1.       Election of Directors:

              Mark B. Segall

                  For:              4,075,967
                  Against:            254,863

               Richard Cohen

                  For:              4,075,967
                  Against:            254,863

2.            Ratification of the appointment of Amper,  Politziner, & Mattia as
              the Company's  independent  public  accountants  for the Company's
              fiscal year ended June 30, 2000:

                  For:              4,052,383
                  Against:            276,288
                  Abstentions:          2,159
                            PROPOSAL APPROVED

3.       Approval of adoption of the amendment to the Company's 1997 Stock
          Incentive Plan:

                  For:              3,939,562
                  Against:            366,102
                  Abstentions:         12,205
                            PROPOSAL APPROVED

Item 5. Other Information.

                  None

Item 6. Exhibits and Reports on Form 8-K

                  (a) Exhibits

                           27 Financial Data Schedule

                  (b) Reports on Form 8-K

                           None

<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: February 14, 1999
                                                 /s/ Greg Manning
                                                ------------------
                                                     Greg Manning
                                          Chairman and Chief Executive Officer

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

                                                  /s/ James Smith
                                                 -----------------
                                                    James Smith
                                             Chief Financial Officer

<PAGE>

                                  EXHIBIT INDEX

Exhibit

No.               Description

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

27       Financial Data Schedule