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 December 31, 2000
                              ------------------

                                   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)


       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)


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

Check  whether  the Issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  Registrant was required to file
such reports),  and (2) has been subject to filing  requirements for the past 90
days.
Yes       X        No   _____
      ----------

As of  February  7, 2001,  Issuer  had  10,059,812  shares of its  Common  Stock
outstanding.







<PAGE>



                           GREG MANNING AUCTIONS, INC.

                                Table of Contents
                                                                   Page Number
PART I.  FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

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

 Condensed Consolidated Statements of Operations for the
 three and six months ended December 31, 1999 and 2000                    4

 Condensed Consolidated Statements of Stockholders' Equity for the
 six months ended December 31, 2000                                       5

 Condensed Consolidated Statements of Cash Flows for the
 three and six months ended December 31, 1999 and 2000                    6

 Condensed Consolidated Statement of Comprehensive Income for the
 three and six months ended December 31, 1999 and 2000                    7

 Notes to Condensed Consolidated Financial Statements                     8

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk        21

PART II.          OTHER INFORMATION

Item 1.  Legal Proceedings                                                22

Item 2.  Changes in Securities                                            22

Item 3.  Defaults Upon Senior Securities                                  22

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

Item 5.  Other Information                                                23

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

Signatures                                                                24


<PAGE>


PART I. FINANCIAL INFORMATION
                             GREG MANNING AUCTIONS, INC.
                      Condensed Consolidated Balance Sheets
                                         June 30,             December 31,
                                            2000                  2000
                                    -------------------     ----------------
                Assets                  (Audited)             (Unaudited)
     Current Assets
      Cash and Cash Equivalents      $       1,092,311     $     2,697,132
      Accounts Receivable, net
       Auctions Receivable                   6,747,582           6,508,162
       Auctions Receivable - Related Party     614,000             515,000
       Advances to Consignors                2,852,294           2,126,692
       Other                                    16,201             171,278
      Inventory                             20,601,338          21,196,673
      Deferred Tax Asset                       824,000             889,100
      Prepaid Expenses                         517,523             567,318
                                    -------------------     ----------------
     Total Current Assets                   33,265,249          34,671,355

     Property and Equipment, Net               927,699           1,184,171
     Goodwill, Net                           6,600,686           6,752,223
     Other Purchased Intangibles, Net        3,021,667           3,527,793
     Marketable Securities                     231,000             115,500
     Investment in Equity Method Investees   5,936,826           4,800,992
     Other Non-Current Assets
      Deferred Tax Asset                     1,920,000           2,962,100
      Inventory                              2,400,000           2,400,000
      Advances to Consignors                   753,347             766,689
      Other                                    386,441             344,272
                                    -------------------     ----------------
     Total Assets                      $    55,442,915     $    57,525,095
                                    ===================     ================

                       Liabilities and Stockholders' Equity
     Current Liabilities
      Demand Notes Payable             $     7,950,000     $    11,305,000
      Notes Payable                            182,498             642,725
      Payable to Third Party Consignors      1,468,154           3,083,191
      Accounts Payable                       3,492,776           4,507,653
      Advance from Related Party             2,421,804           1,021,804
      Accrued Expenses                       1,849,858           2,159,202
                                    -------------------     ----------------
     Total Current Liabilities              17,365,090          22,719,575
       Notes Payable - Long Term               110,700              49,556
                                    -------------------     ----------------
     Total Liabilities                      17,475,790          22,769,131

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

     Common Stock, $.01 par value. Authorized
      40,000,000 shares; 10,024,632 and
      10,059,812 issued and outstanding at June
      30, 2000 and December 31, 2000,
      respectively.                            100,246             100,599

     Additional paid in capital             41,251,790          41,556,166

     Accumulated other comprehensive income:
     Unrealized loss on marketable securities  (92,400)           (161,700)
     Accumulated Deficit                    (1,959,043)         (4,294,552)
     Treasury stock, 99,900 and 336,200
      shares at June 30, 2000 and December
      31, 2000, respectively, at cost.      (1,333,468)         (2,444,549)
                                     -------------------     ----------------
    Total Stockholders' Equity              37,967,125          34,755,964
                                     -------------------     ----------------
   Total Liabilities and Stockholders'
     Equity                             $   55,442,915        $ 57,525,095
                                     ===================     ================
      See accompanying notes to condensed consolidated financial statements
<PAGE>
                       GREG MANNING AUCTIONS, INC.
             Condensed Consolidated Statements of Operations (1)
                               (Unaudited)
<TABLE>
<CAPTION>

                                         Three Months Ended December 31,        Six Months Ended December 31,
                                        ---------------------------------------------------------------------------
                                              1999             2000               1999                   2000
                                        ---------------  ----------------  -------------------     -----------------
<S>                                     <C>              <C>               <C>                     <C>
 Operating Revenues
       Sales of merchandise             $    11,717,085  $     12,353,379  $       25,660,579      $     25,283,252
       Commissions earned                     1,264,263         1,173,930           2,528,369             2,651,071
                                           -------------     -------------      --------------         -------------
          Total Revenues                     12,981,348        13,527,309          28,188,948            27,934,323

 Cost of merchandise sold                    10,918,132        11,288,123          23,781,194            23,232,974
                                          -------------     -------------      --------------         -------------
          Gross profit                        2,063,216         2,239,186           4,407,754             4,701,349

 Operating Expenses
       General and Administrative             1,465,157         1,220,307           2,573,807             2,360,777
       Depreciation and Amortization            234,538           372,585             465,438               735,384
       Salaries and Wages                     1,272,003         1,322,855           2,376,109             2,538,491
       Acquisition and Merger Costs             552,820           204,344             568,059               204,344
       Marketing                                577,670           460,889           1,137,394             1,077,363
                                          -------------     -------------      --------------         -------------
Total Operating Expenses                      4,102,188         3,580,980           7,120,807             6,916,359
                                          -------------     -------------      --------------         -------------
          Operating Loss                     (2,038,972)       (1,341,794)         (2,713,053)           (2,215,010)

 Other Income (expense)
       Gain on sale of marketable securities
          and investments                          -                 -                 14,494                  -
       Interest Income                          161,792           116,583             389,580               258,968
       Interest Expense                        (428,166)         (382,310)           (832,844)             (697,846)
       Minority Interest                           (495)             -                   (439)                 -
       Gain (loss) from operations
         of investees                            64,703          (431,943)              5,390              (708,621)
                                          -------------     -------------      --------------         -------------
        Loss before income taxes             (2,241,138)       (2,039,464)         (3,136,872)           (3,362,509)
 Benefit from income taxes                     (708,236)         (604,000)         (1,116,024)           (1,027,000)
                                          -------------     -------------      --------------         -------------
 Net Loss                                 $  (1,532,902)    $  (1,435,464)     $   (2,020,848)        $  (2,335,509)
                                          =============     =============      ==============         =============

 Basic and Diluted Loss per Share
       Weighted average shares
        outstanding                           8,574,105        10,059,812           8,612,654            10,053,708
                                          =============     =============      ==============         =============
        Basic and Diluted loss per share  $       (0.18)    $       (0.14)     $        (0.23)        $       (0.23)
                                          =============     =============      ==============         =============

 (1) All 1999 amounts have been restated to reflect the acquisition of Spectrum
    Numismatics International, Inc. as if it had been acquired July 1, 1999.

      See accompanying notes to condensed consolidated financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
          Condensed Consolidated Statement of Stockholders' Equity (1)
                        July 1, 2000 to December 31, 2000
                                   (Unaudited)
                                                                          Unrealized
                                                                          Gain(Loss)
                                     Common Stock         Additional        On                                            Total
                              --------------------------    Paid-In      Marketable     Accumulated     Treasury      Stockholders'
                                   Shares           $       Capital      Securities      Deficit         Stock            Equity
                              -------------  -----------  ------------  -------------  ------------  --------------  ---------------
<S>                           <C>            <C>          <C>           <C>            <C>           <C>             <C>
Balance, June 30, 2000          10,024,632   $   100,246  $ 41,251,790  $   (92,400)   $ (1,959,043) $   (1,333,468) $   37,967,125

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

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

 Common shares issued relating to
     acquisition of GMD, net of
     expenses                        9,680            97       116,219                                                      116,316

Options issued relating to
    Professional service s                                      90,000                                                       90,000

 Unrealized loss from marketable
    Securities, net of tax of $46,200                                       (69,300)                                        (69,300)

 Common shares repurchased as
     Treasury Shares                                                                                     (1,111,081)     (1,111,081)

 Net loss, December 31, 2000                                                             (2,335,509)                     (2,335,509)
                             -------------  -----------  ------------  -------------   ------------  --------------  ---------------
 Balance, December 31, 2000     10,059,812  $   100,599  $ 41,556,166  $   (161,700)   $ (4,294,552) $   (2,444,549) $   34,755,964
                              =============  ===========  ============  =============  ============  ==============  ===============
(1) All 1999 amounts have been restated to reflect the acquisition of Spectrum
      Numismatics International, Inc. as if it had been acquired July 1, 1999.

       See accompanying notes to condensed consolidated financial statements
</TABLE>
<PAGE>
                             GREG MANNING AUCTIONS, INC.
                 Condensed Consolidated Statements of Cash Flows (1)
                         For the Six Months Ended December 31,
                                    (Unaudited)

                                              1999                   2000
                                      --------------------    -----------------
Cash flows from operating activities:
 Net Loss                              $     (2,020,848)   $      (2,335,509)
 Adjustments to reconcile net loss to
 net cash from operating activities:
  Depreciation and amortization                 615,191              724,189
  Provision for bad debts                       214,779              (15,588)
  Provision for inventory reserve                  -                 219,466
  Gain on sale of marketable securities
   and investments                              (14,494)                -
  Equity in loss of equity method investees       5,390              708,621
  Deferred tax benefit                       (1,116,024)          (1,027,000)
(Increase) decrease in assets:
  Auctions receivable                         2,699,039              354,008
  Advances to consignors                       (625,855)             725,602
  Inventory                                  (1,911,742)            (614,862)
  Prepaid expenses and deposits                 (94,412)             (41,512)
  Other assets                                  (29,926)             (14,088)
 Increase (decrease) in liabilities:
  Payable to third-party consignors             313,919            1,615,037
  Accounts payable                           (3,113,008)             491,693
  Accrued expenses and other liabilities      2,023,789              247,995
  Advance from Related Party                     -                (1,400,000)
                                      --------------------    -----------------
                                             (3,064,982)            (361,948)

Cash flows from investing activities
 Capital expenditures for property
  and equipment                                (402,586)             (419,492)
 Additional goodwill and acquisition            (13,669)             (280,766)
 Investment in equity method investee           (21,787)              (16,200)
 Proceeds from sale of marketable
  securities and investments                     15,649                   -
                                      --------------------    -----------------
                                               (422,393)             (716,458)

Cash flows from financing activities:
 Net proceeds from demand notes payable       2,875,000             3,355,000
 Net proceeds from (Repayment of)
  loans and loans payable                    (2,294,741)              399,083
 Proceeds from exercise of options              176,258                40,225
 Dividend to Spectrum partners                 (129,085)                  -
 Investment by Spectrum partner                  38,621                   -
 Payment for Treasury Stock                        -               (1,111,081)
 Proceeds from Stock Subscriptions Receivable 3,000,000                   -
                                      --------------------    -----------------
                                              3,666,053              2,683,227

Net change in cash and cash equivalents         178,678              1,604,821
 Cash and cash equivalents:
      Beginning of period                       811,196              1,092,311
                                      --------------------    -----------------
      End of period                    $        989,874       $      2,697,132
                                      ====================    =================

 (1) All 1999 amounts have been restated to reflect the acquisition of Spectrum
      Numismatics International, Inc. as if it had been acquired July 1, 1999.

       See accompanying notes to condensed consolidated financial statements


<PAGE>



                           GREG MANNING AUCTIONS, INC.
          Condensed Consolidated Statements of Comprehensive Income (1)
                      For the Six Months Ended December 31,
                                   (Unaudited)


                                                1999               2000
                                          ---------------    ---------------
Net Loss                                  $   (2,020,848)     $   (2,335,509)

Other Comprehensive Income (Loss)
     Unrealized loss on securities,
     net of tax of $28,014 and $46,200           (42,021)            (69,300)
                                           ---------------    ---------------
Comprehensive Loss                        $   (2,062,869)     $    (2,404,809)
                                            ===============    ===============

 (1) All 1999 amounts have been restated to reflect the acquisition of Spectrum
     Numismatics International, Inc. as if it had been acquired July 1, 1999.

   See accompanying notes to condensed consolidated financial statements

<PAGE>

Notes to Condensed Consolidated Financial Statements

(1)  Organization, Business and Basis of Presentation

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

The accompanying  condensed  consolidated  balance sheet as of June 30, 2000 and
December 31, 2000 and related condensed  consolidated  statements of operations,
stockholders'  equity, cash flows and comprehensive income for the three and six
month periods ended December 31, 1999 and 2000 have been prepared from the books
and records  maintained by the Company,  in accordance  with generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions to Form 10-Q. Accordingly,  they do not include all information and
disclosures  required by generally accepted  accounting  principles for complete
financial statements. In the opinion of management,  all adjustments,  which are
of a normal recurring nature,  considered necessary for a fair presentation have
been included.  For further  information,  refer to the  consolidated  financial
statements  and  disclosures  thereto in the Company's  Form 10-KSB for the year
ended June 30,  2000 filed with the  Securities  and  Exchange  Commission.  The
results of  operations  for such periods are not  necessarily  indicative of the
results expected for the full fiscal year or for any future period.

(2) Summary of Certain Significant Accounting Policies

Revenue Recognition

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

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

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

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

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

Basis of Presentation

         During February 2000, the Company acquired all of the outstanding stock
of  Spectrum  Numismatics  International,  Inc.  ("Spectrum")  in a  transaction
accounted for under the pooling of interest method of accounting.  The condensed
consolidated  financial  statements  have  been  restated  for the three and six
months ended  December 31, 1999, to reflect the Company's  results of operations
and  financial  position as if Spectrum  was a wholly  owned  subsidiary  of the
Company as of July 1, 1999.

Principles of Consolidation

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

Business Segment

         The company  operates in one segment,  the auctioning or private treaty
sale of rare  stamps  and  other  collectibles.  Set  forth  below is a table of
aggregate sales of the Company, subdivided by source and market:
<TABLE>
<CAPTION>
                                                                  For the Six Months Ended December 31,
                                                   --------------------------------------------------------------------
                                                                                                  Percentages
                                                                                           ---------------------------
                                                         1999                2000              1999           2000
                                                   -----------------    ----------------    -----------    ------------
<S>                                                <C>                  <C>                       <C>            <C>
Aggregate Sales                                    $     41,272,558     $    42,204,861           100%            100%
                                                       ============         ===========           ====            ====
   By Source:
       A. Auction                                        15,611,979          16,921,609            38%             40%
       B. Sales of Inventory                             25,660,579          25,283,252            62%             60%

   By Market:
       A. Philatelics                                     7,594,231           8,172,680            18%             19%
       B. Numismatics                                    29,085,535          24,552,409            71%             59%
       C. Sports Collectibles                             3,981,787           3,442,208            10%              8%
       D. Diamond                                           131,730              83,252             0%              0%
       E. Art                                               424,725               9,675             1%              0%
       F. Other Collectibles                                 54,550           5,944,637             0%             14%
</TABLE>

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


Accounts Receivable

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

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

Intangible Assets
         Goodwill
         Goodwill  primarily  includes the excess  purchase  price paid over the
fair  value  of the net  assets  acquired.  Goodwill  is  being  amortized  on a
straight-line  basis  over  periods  ranging  from five to twenty  years.  Total
accumulated   amortization   at  June  30,  2000  and   December  31,  2000  was
approximately  $857,000  and  $1,230,000,  respectively.   Amortization  expense
charged to operations  for the three and six months ended  December 31, 1999 was
approximately  $ 62,000  and $ 122,000  respectively,  and for the three and six
months  ended  December  31,  2000  was  approximately  $188,000  and  $373,000,
respectively..

         Other Purchased Intangibles
         Other  Purchased  Intangibles  consisting of  Trademarks,  and Customer
Lists,  purchased as part of business  acquisitions or in the ordinary course of
business are presented  net of related  accumulated  amortization  and are being
amortized on a  straight-line  basis over a 20-year  period for Trademarks and a
5-year period for Customer  Lists.  Total  accumulated  amortization at June 30,
2000  and  December  31,  2000  was  approximately  $  378,000  and  $  521,000,
respectively.  Amortization  expense charged to operations for the three and six
months  ended  December  31,  1999 was  approximately  $ 57,000  and $  115,000,
respectively,  and for the three and six  months  ended  December  31,  2000 was
approximately $76,000 and $143,000, respectively

              The  carrying  value of  intangible  assets  and other  long-lived
assets, including equity method investments, are reviewed on a regular basis for
the existence of facts or  circumstances,  both internally and externally,  that
may suggest  impairment.  To date no such  impairment has been  indicated.  This
evaluation is based on historical and projected  results of operations and gross
cash flow for the underlying business.

Investments

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

         Marketable  securities available for sale as of December 31, 2000 is as
follows:

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

June 30, 2000      Common Stock      $ 385,000     $ 231,000      $ (154,000)
                                     =========     =========      ===========
December 31, 2000 Common Stock       $ 385,000     $ 115,500      $ (269,500)
                                     =========     =========      ===========


Earnings (loss) per common and common equivalent share

                  Basic  earnings  per  share is  computed  by  dividing  income
available to common shareholders by the weighted-average number of common shares
outstanding  during  the  period.  Diluted  earnings  per share is  computed  by
dividing income available to common shareholders by the weighted-average  number
of common shares  outstanding  during the period increased to include the number
of  additional  common shares that would have been  outstanding  if the dilutive
potential common shares had been issued.  The dilutive effect of the outstanding
options would be reflected in diluted  earnings per share by  application of the
treasury  stock  method.  There is no dilutive  effect to these  options for the
three and six months ended December 31, 1999 and 2000.

Comprehensive Income

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


(3) Inventories
         Inventories as of June 30, 2000 consisted of the following:
                            Current     Non-current         Total
                          -------------  ----------    ---------------
   Stamps                  $ 3,609,682   $  500,000    $   4,109,682
   Sports Collectibles       4,003,742                     4,003,742
   Coins                     8,881,741    1,000,000        9,881,741
   Art                         315,097                       315,097
   Other                     3,791,076      900,000        4,691,076
                          -------------  -----------  ---------------
                          $ 20,601,338  $ 2,400,000   $   23,001,338
                          =============  ============  ===============


         Inventories as of December 31, 2000 consisted of the following:
                            Current     Non-current         Total
                          -------------  ----------    ---------------
   Stamps                 $  4,005,117   $  500,000    $   4,505,117
   Sports Collectibles       3,835,976                     3,835,976
   Coins                     7,873,281    1,000,000        8,873,281
   Art                         314,564                       314,564
   Other                     5,167,735      900,000        6,067,735
                           ------------  -----------    ---------------
                          $ 21,196,673  $ 2,400,000    $  23,596,673
                          ============= ============    ===============

             The Company  has  provided an  inventory  reserve of  approximately
$514,000 and $733,000 at June 30, 2000 and December 31, 2000, respectively.  The
non-current  inventory  represents an estimate of total inventory,  which is not
expected to be sold within one year.

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


(4) Acquisition of Subsidiary

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

(5) Related-party Transactions

         Scott Rosenblum and Anthony Bongiovanni, both directors of the Company,
provide legal and computer services to the Company.

         Included in Auctions Receivable - Related Party is $ 515,000 for Afinsa
Bienes Tangibles,  SA, ("Afinsa") which owns  approximately 13% of the Company's
outstanding Common Stock.

               For the three and six months ended  December  31, 1999,  sales of
approximately   $2,244,000  (19%  of  sales)  and  $3,135,000  (12%  of  sales),
respectively, were made to an equity method investee of the Company and a former
stockholder of Spectrum, who is a current stockholder of the Company. Sales made
in the three and six months ended December 31, 2000 were approximately  $108,000
(less than 1% of sales). Purchases made from these entities approximated $24,000
and  $204,000   for  the  three  months  ended   December  31,  1999  and  2000,
respectively;  and $311,000  and $562,000 for the six months ended  December 31,
199 and 2000, respectively.

               The  Company  acts as an agent of Afinsa  regarding  their  stock
subscription  agreement  with  GMAI-Asia.com,  Inc.  Under this  agreement,  the
Company  receives  funds from Afinsa and advances  such funds to  GMAI-Asia.com,
Inc. on an as-needed basis.  There is no segregation of these funds. Such amount
liable to be paid to  GMAI-Asia.com,  Inc. is $2,421,804 and $ 1,021,804 at June
30, 2000 and  December 31,  2000,  respectively  and is included in Advance from
Related Party.

              Prior to the Spectrum acquisition, Spectrum was indebted to one of
their  stockholders  (a current  stockholder  of the Company) under the terms of
three secured notes which were due on demand and allowed for maximum  borrowings
of approximately  $5,000,000.  These notes were paid in full during fiscal 2000.
Interest  expense  associated  with these notes was  approximately  $ 85,000 and
$209,000  for the three and six months ended  December  31, 1999,  respectively.
Additionally,  Spectrum paid this individual  approximately $ 43,000 and $86,000
for  consulting  and debt  guarantee  fees for the  three and six  months  ended
December 31, 1999, respectively.

            During the three and six months ended December 31, 2000, the Company
paid Mr.  Manning  debt  guarantee  fees of  approximately  $47,000 and $95,000,
respectively.

(6) Debt
         The  Company  has a  revolving  credit  agreement  with Brown  Brothers
Harriman & Co. ("Brown  Brothers")  pursuant to which Brown  Brothers  agreed to
provide the Company with a credit facility of up to $5,150,000. The Company pays
an annual fee for the facility  equal to one quarter of one percent of the total
amount of such  facility.  Borrowings  under this  facility bear interest at the
rate of 2% above Brown Brothers base rate, which was 8.25% and 10.5% at June 30,
2000 and December 31, 2000, respectively, and are payable on demand. At June 30,
2000 and December 31, 2000, borrowing under this facility totaled $1,600,000 and
$4,955,000,  respectively.  Absent a material adverse change or event of default
as determined  by Brown  Brothers,  with respect to the  revolving  credit loan,
Brown  Brothers  has agreed to provide the Company  with a 120-day  notification
period  prior to issuing a demand for  repayment,  so long as the  Company is in
compliance with certain financial and operating guidelines.

         The Company's  obligations to Brown Brothers under the above  revolving
credit loan facility is  collateralized  by the Company's  accounts  receivable,
advances to  consignors,  and inventory.  The loan  agreements  contain  various
guidelines  (including those relating to minimum tangible net worth and interest
coverage ratio) which the Company must adhere to and which prohibits  payment of
dividends or like distributions without the consent of Brown Brothers.  Absent a
material  adverse  change or event of default as determined  by Brown  Brothers,
Brown  Brothers  has agreed to provide the Company  with a 120-day  notification
period  prior to issuing a demand for  repayment,  so long as the  Company is in
compliance with certain financial and operating  guidelines.  For the six months
ended  December 31, 2000,  the Company was not in compliance  with the guideline
relating to the formula of earnings before  interest,  depreciation and taxes to
interest  expense.  As a result,  Brown  Brothers has the right under the credit
agreement to demand immediate  repayment of all amounts  outstanding without the
otherwise  applicable 120-day notice period. At February 7, 2001, Brown Brothers
had not demanded such repayment.

        Spectrum has a revolving  credit agreement with Bank of America pursuant
to which Bank of America agreed to provide Spectrum with a credit facility of up
to $10,000,000  subject to  adjustments  as defined in the  agreement.  The loan
agreement  allows  for  borrowings  based  on the  lesser  of  $10,000,000  or a
percentage of eligible  inventories and accounts receivable or 50% of the market
value of GMAI stock  pledged as  collateral.  The Company pays an annual fee for
the  facility  equal to one quarter of one  percent of the total  amount of such
facility.  Borrowings  under this facility bear interest at Bank of America base
rate,  which was 8.25 % at June 30,  2000 and 9.5% at  December  31,  2000.  The
credit  facility  expires on March 1, 2001 and is personally  guaranteed by Greg
Manning who has pledged  700,000  shares of the Company owned  personally by Mr.
Manning.  Additionally,  the  line is  collateralized  by all of the  assets  of
Spectrum and is  guaranteed  by GMAI. In  connection  with this  agreement,  the
Company pays Mr.  Manning a guarantee  debt fee that is based on 3% per annum of
the average loan balance outstanding each month. Total borrowing under this line
of credit totaled $6,350,000 at June 30, 2000 and December 31, 2000.


<PAGE>


(7) Supplementary Cash Flow Information

         Following is a summary of supplementary cash flow information:

                                          Six Months Ended
                                            December 31,
                                  ---------------------------------
                                           1999             2000
                                      --------------    -----------
  Interest paid                     $      753,074      $  676,639
  Income taxes paid                          1,222           3,872

 Summary of significant non-cash transactions:

 Income Tax effect of the            $     222,850      $   58,188
 exercise of options

 Issuance of shares related
 to the acquisition of GMD                  -              116,316

 Options issued relating to
  professional services                     -               90,000




<PAGE>



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-KSB, and in its Proxy Statement, filed with the Securities and
Exchange  Commission on October 30, 2000 and Form S-3 filed with the  Securities
and  Exchange  Commission  on  November  8,  2000,  in  addition  to  the  other
information set forth herein.  The Company cautions  investors that its business
and financial performance are subject to substantial risks and uncertainties.

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

Results of Operations

General

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

         The Company's  operating  expenses  consist of the cost of sales of the
Company's  inventory  and  general and  administrative  expenses  and  marketing
expenses for the three and six months ended December 31, 1999 and 2000.  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, 2000
Compared with the three months ended December 31, 1999

         The Company  recorded an increase in net  revenues of  approximately  $
546,000 (4%) from approximately $ 12,981,000 for the three months ended December
31, 1999 to  approximately  $13,527,000  for the three months ended December 31,
2000.  The primary  reason for this  increase  was an increase in comic book and
movie poster sales.

         Sales of  owned  inventory  increased  during  the  current  period  by
approximately  $ 636,000 (5%) and was partly offset by a decrease in commissions
earned  of  approximately  $ 90,000  (7%),  reflecting  a  decrease  in sales of
consigned  material.  Most of the increase in sales of owned  inventory  was the
result of increased comic book and movie posters.

         Gross profit increased  approximately $ 176,000 (9%) from approximately
$ 2,063,000  for the three months ended  December  31, 1999 to  approximately  $
2,239,000  for the three months ended  December 31, 2000.  Gross profit  margins
increased from 16% to 17% for the three months ended December 31, 1999 and 2000,
respectively.

         The Company's  operating  expenses  decreased  approximately  $ 521,000
(13%) during the three  months  ended  December 31, 2000 as compared to the same
period in the prior year.  Marketing expenses decreased  approximately $ 117,000
(20%),  depreciation and  amortization  increased  approximately  $138,000 (59%)
(primarily  due to goodwill  amortization  relating to GMD),  salaries and wages
increased approximately $ 51,000 (4%), acquisition costs decreased approximately
$349,000 (63%) and general and administrative  expenses decreased  approximately
$245,000 (17%). These decreases reflect the execution of the Company's strategic
plan to reduce corporate expenses to return the Company to profitability.

         These  decreased  costs  and  revenue  increases,  had  the  effect  of
decreasing  operating costs as a percentage of operating revenue from 32% during
the three  months  ended  December  31,  1999 to 27% for the same  period  ended
December 31, 2000.

         Interest  expense (net of interest income) for each of the three months
ended   December  31,  2000  and  2001  remained   approximately   the  same  at
approximately $ 266,000 each.

         The  Company's  effective  tax rate for the three month  periods  ended
December 31, 1999 and 2000 were  approximately  32% and 30%,  respectively.  The
difference primarily relates to a valuation allowance provided for net operating
loss  carryforwards.  This  rate may  change  during  the  remainder  of 2001 if
operating results or acquisition related costs differ significantly from current
projections.

         The Company's  decrease in operating losses of approximately $ 697,000,
coupled  with an increase  in losses  from  operations  of equity  investees  of
approximately  $ 497,000,  resulted  in a decrease in net losses  before  income
taxes of  approximately  $ 202,000 for the  current  three  month  period,  from
approximately  $ 2,241,000 to  approximately  $ 2,039,000 the three months ended
December 31, 1999 and 2000, respectively.

Six months ended December 31, 2000
Compared to six months ended December 31, 1999

         The Company had a decrease in net revenues of  approximately  $ 255,000
(1%) from  approximately  $28,189,000 to  approximately  $27,934,000 for the six
months  ended  December  31,  1999 and  2000,  respectively.  This  decrease  is
primarily  attributable  to a decrease in the sale of Company  owned  stamps and
sports memorabilia.

         Gross profit decreased  approximately $ 294,000 (7%) from approximately
$  4,408,000  for the six months  ended  December  31, 1999 to  approximately  $
4,701,000  for the six months  ended  December 31,  2000.  Gross profit  margins
increased  from 16% to 17% for the six months ended  December 31, 1999 and 2000,
respectively.

         The Company's operating expenses decreased approximately $ 204,000 (3%)
during the six months ended  December 31, 2000 as compared to the same period in
the prior  year.  Marketing  expenses  decreased  approximately  $ 60,000  (5%),
depreciation and amortization increased  approximately $270,000 (58%) (primarily
due to goodwill  amortization  relating to GMD),  salaries  and wages  increased
approximately $ 162,000 (7%), acquisition costs decreased approximately $364,000
(64%) and general and administrative  expenses decreased  approximately $213,000
(8%). These decreases  reflect the execution of the Company's  strategic plan to
reduce corporate expenses to return the Company to profitability.

         These  decreased  costs and  revenues  had the  effect  of  maintaining
operating  costs as a  percentage  of  operating  revenue  at 25% during the six
months ended December 31, 1999 and 2000,

         Interest  expense  (net of interest  income)  for the six months  ended
December 31, 2000 decreased approximately $4,000 from approximately $ 443,000 to
approximately $ 439,000.

         The  Company's  effective  tax rate  for the six  month  periods  ended
December 31, 1999 and 2000 were  approximately  36% and 30%,  respectively.  The
difference primarily relates to a valuation allowance provided for net operating
loss  carryforwards.  This  rate may  change  during  the  remainder  of 2001 if
operating results or acquisition related costs differ significantly from current
projections.

         The Company's  decrease in operating losses of approximately $ 498,000,
coupled  with an increase  in losses  from  operations  of equity  investees  of
approximately  $ 714,000,  resulted in an increase in net losses  before  income
taxes of approximately $ 226,000 from approximately $ 3,137,000 to approximately
$ 3,362,000 the six months ended December 31, 1999 and 2000, respectively.


 Liquidity and Capital Resources

         At December  31,  2000,  the  Company's  working  capital  position was
approximately $11,951,000, compared to approximately $ 15,900,000 as of June 30,
2000. This decrease of  approximately  $3,949,000 was primarily due to increases
in demand  notes  payable of  approximately  $  3,355,000,  accounts  payable of
approximately  $1,015,000  and  amounts  payable to third  party  consignors  of
approximately  $  1,615,000.  These were partly  offset by  increases in cash of
approximately  $ 1,605,000  and  decreases  in advances  from  related  party of
approximately $ 1,400,000.

         The  Company  experienced  a  decrease  in  cash  flow  from  investing
activities  for the six  months  ended  December  31,  2000 of  approximately  $
716,000.  This was primarily  attributable  to the  acquisition  of property and
equipment and other purchased intangibles.

         The  Company  experienced  an  increase  in cash  flow  from  financing
activities  for the six  months  ended  December  31,  2000 of  approximately  $
2,683,000.  This was  primarily  attributable  to the proceeds from demand notes
payable of approximately $ 3,335,000, which was partly offset by the purchase of
treasury stock of approximately $ 1,111,000.

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

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

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

Risk Factors

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

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

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

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

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

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

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

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

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

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

o             The  Company's  business  will  be  adversely  affected  if use of
              the Internet by consumers, particularly purchasers of collectibles
              ,  does  not  continue  to  grow. A  number of factors may inhibit
              consumers  from  using  the  Internet.  These  include  inadequate
              network infrastructure, security  concerns,  inconsistent  quality
              of  service  and  a  lack  of  cost-effective  high-speed service.
              Even if Internet use grows, the Internet's  infrastructure may not
              be able to support the demands placed on it by this growth and its
              performance and  reliability  may decline.  In addition,  many Web
              sites  have  experienced  service  interruptions  as  a  result of
              outages  and  other  delays   occurring  throughout  the  Internet
              infrastructure. If these outages or delays occur frequently in the
              future,  use of the Internet,  as well as use of the Company's Web
              sites, could grow more slowly or decline.
o             A  number  of   legislative   and   regulatory   proposals   under
              consideration by federal,  state,  local and foreign  governmental
              organizations  may result in there being  enacted laws  concerning
              various aspects of the Internet,  including  online content,  user
              privacy, access charges, liability for third-party activities, and
              jurisdictional   issues.  These  laws  could  harm  the  Company's
              business by increasing its cost of doing business or  discouraging
              use of the Internet.

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

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

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

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

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

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

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

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

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

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

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

                  - the  potential  unknown  liabilities  associated   with  the
                    acquired businesses.





<PAGE>


Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

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

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

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




<PAGE>


                  GREG MANNING AUCTIONS, INC.

Part II - OTHER INFORMATION




Item 1. Legal Proceedings

                  None

Item 2. Changes in Securities

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

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

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

o        on June 21, 2000, 163,073 shares

o        on July 10, 2000, 9,680 shares

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

Item 3. Defaults Upon Senior Securities

                  None

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

The Company's  Annual Meeting of  Shareholders  was held on December 8, 2000. At
the Annual  Meeting,  each of Scott S.  Rosenblum and Anthony  Bongiovanni  were
elected to hold office as  Directors of the Company  until the third  succeeding
Annual Meeting of  Shareholders in 2003, 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:


<PAGE>



1.       Election of Directors:
                  Scott S. Rosenblum
                  ------------------
                           For:             7,052,459
                           Against:    261,997

                  Anthony Bongiovanni
                  -------------------
                           For:             7,052,459
                           Against:    261,997

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, 2001:
                           For:             7,164,355
                           Against:    137,916
                           Abstentions:          12,185

3.            The vote on the  reincorporation  proposal,  pursuant to which the
              Company would change its state of  incorporation  from New York to
              Delaware  by  means  of a merger  of the  Company  with and into a
              wholly owned Delaware  subsidiary,  was adjourned until January 8,
              2001.

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 9, 2001
                                            /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


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