<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

For the quarterly period ended December 31, 1997

                                   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  9,  1998,  Issuer  had  4,419,997  shares of its  Common  Stock
outstanding.

Transitional Small Business Disclosure Format (check one): Yes ______ No X .





                           GREG MANNING AUCTIONS, INC.

                         PART I - FINANCIAL INFORMATION


Item 1. Financial Statements (Unaudited)

          Table of Contents                                         Page Number

    Consolidated Balance Sheet - December 31, 1997 (Unaudited)            3

    Consolidated Statements of Operations and Retained Earnings -         4
    Three months ended December 31, 1996 and 1997 (Unaudited)
    Six months ended December 31, 1996 and 1997 (Unaudited)


    Consolidated Statements of Cash Flows -                              5
    Six months ended December 31, 1996 and 1997 (Unaudited)

    Notes to Consolidated Financial Statements                           6
      as of December 31, 1997

Item 2.  Management's Discussion and Analysis                            9



<PAGE>

<TABLE>
<CAPTION>


                           GREG MANNING AUCTIONS, INC.
                           Consolidated Balance Sheet
                                December 31, 1997
                                   (Unaudited)
                                     Assets
Current assets:
<S>                                                                              <C>          
Cash and cash equivalents                                                        $     138,754
Accounts receivable
     Auctions receivable                                                             3,754,644
     Advances to consignors                                                          1,174,119
Notes receivable - current portion                                                     440,795
Inventory                                                                            3,978,574
Taxes Receivable                                                                       637,383
Due from affiliate - CRM                                                               183,088
Deferred tax asset                                                                     184,000
Prepaid expenses and deposits                                                          573,064
                                                                               ----------------
     Total current assets                                                           11,064,421
Property and equipment, net                                                            672,816
Goodwill                                                                             1,765,954
Marketable securities                                                                  592,150
Deferred Tax Asset                                                                      69,400
Other assets                                                                           357,276
                                                                               ================
     Total assets                                                                  $14,522,017
                                                                               ================

                      Liabilities and Stockholders' Equity
Current liabilities:
Demand notes payable                                                                $3,745,000
Notes payable - current portion                                                        465,639
Payable to third party consignors                                                    1,781,457
Accounts payable                                                                       351,251
Accrued expenses                                                                       910,461
                                                                               ---------------- 
     Current liabilities                                                             7,253,808
Notes payable - long-term portion                                                      263,880
                                                                               ----------------
     Total liabilities                                                               7,521,392
                                                                               ----------------

Commitments and Contingencies                                                                -

Preferred stock, $.01 par value. Authorized
     10,000,000 shares; none issued
Common stock, $.01 par value.  Authorized
     20,000,000 shares; 4,419,997 issued and outstanding                                44,200
Additional paid in capital                                                           6,819,690
Unrealized gain on marketable securities                                               163,550
Accumulated Deficit                                                                    (23,111)
                                                                               ----------------
     Total stockholders' equity                                                      7,004,329
                                                                               ----------------
     Total liabilities and stockholders' equity                                    $14,522,017
                                                                               ================

                 See accompanying notes to financial statements
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                           GREG MANNING AUCTIONS, INC.
           Consolidated Statements of Operations and Retained Earnings

                                   (Unaudited)

                                                                 Three months ended                 Six months ended
                                                                   December 31,                      December 31,
                                                           ------------------------------    ------------------------------
                                                               1996            1997              1996            1997
                                                           --------------  --------------    --------------  --------------

Operating revenues
<S>                                                          <C>              <C>               <C>           <C>         
    Sales of merchandise                                     $ 2,816,137      $ 743,840         $ 4,073,486   $  2,604,196
    Commissions earned                                           559,696        374,439           1,213,834        903,945
                                                           --------------  --------------    --------------  --------------
                                                               3,375,833      1,118,279           5,287,320      3,508,141
                                                           --------------  --------------    --------------  --------------
Operating expenses
    Cost of merchandise sold                                   1,722,960        644,388           2,556,247      2,199,898
    General and administrative                                 1,081,081      1,186,940           1,987,197      2,307,949
    Marketing                                                    169,407        165,683             312,341        322,423
                                                           --------------  --------------    --------------  --------------
                                                               2,973,448      1,997,011           4,855,785      4,830,270
                                                           --------------  --------------    --------------  --------------
       Operating profit (loss)                                   402,385       (878,732)            431,535     (1,322,129)
Other income (expense)
    Interest and other income                                    153,713         91,133             332,749        188,984
    Interest expense                                            (214,641)      (180,294)           (401,060)      (353,447)
                                                           --------------  --------------    --------------  --------------
       Income (loss) before income taxes                         341,457       (967,893)            363,224     (1,486,592)

Provision (benefit) for income taxes                             159,292       (352,975)            176,890       (578,609)
                                                           --------------  --------------    --------------  --------------
    Net income (loss)                                            182,165       (614,918)            186,334       (907,983)
Retained earnings, beginning of period                           228,437        591,807             224,268        884,872
                                                           --------------  --------------    --------------  --------------
Retained earnings(Accumulated Deficit), end of period         $  410,602      $ (23,111)         $  410,602    $   (23,111)
                                                           ==============  ==============    ==============  ==============
Basic Earnings (Loss) per share:
     Weighted Average shares outstanding                       4,419,997       4,419,997         4,419,997       4,419,997
     Basic Earnings (Loss) per share                        $       0.04      $    (0.14)         $   0.04    $      (0.21)
                                                            ============     ===========      ============   =============
Diluted Earnings (loss) per share:
     Weighted Average Shares outstanding                       4,421,301       4,419,997         4,599,009       4,419,997
     Diluted Earnings (Loss) per share                      $       0.04      $    (0.14)      $      0.04    $      (0.21)
                                                            ============     ===========      ============   =============


                 See accompanying notes to financial statements
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                           GREG MANNING AUCTIONS, INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                                                                Six months ended
                                                                                  December 31,
                                                                         -------------------------------
                                                                              1996            1997
                                                                         ---------------  --------------
Cash flows from operating activities:
<S>                                                                         <C>            <C>          
     Net income (loss)                                                      $   186,334    $   (907,983)
                                                                                
     Adjustments  to reconcile  net income  (loss) to net cash 
     provided by (used in) operating activities:
        Depreciation and amortization                                           172,108         184,489
        Provision for bad debts                                                  28,354          95,000
        Changes in assets (increase) decrease:
            Auctions receivable                                               2,547,685       6,980,271
            Advances to consignors                                          (2,666,602)       4,533,178
            Notes receivable                                                    319,502         161,688
            Inventories                                                       (705,052)         (80,323)
            Due from affiliate - CRM                                            (5,917)         (12,201)
            Income taxes receivable                                             34,345         (637,383)
            Prepaid expenses                                                    77,263         (436,549)
            Other assets                                                        10,000               -
        Changes in liabilities (decrease) increase
            Payable to third-party consignors                               (1,609,636)      (6,394,484)
            Accounts payable                                                   270,999       (1,245,598)
            Accrued expenses and other liabilities                             (47,875)         497,599
            Income taxes payable                                               (23,110)        (121,786)
                                                                         ---------------  --------------
                                                                            (1,411,602)       2,615,918
                                                                         ---------------  --------------  
Cash flows from investing activities:
     Capital expenditures for property and equipment                           (86,193)         (54,058)
     Additional goodwill                                                       (14,629)         (46,328)
                                                                         ---------------  --------------
                                                                              (100,822)        (100,386)
                                                                         ---------------  --------------
Cash flows from financing activities:
     Net Proceeds (payments) from notes payable                              1,320,000       (2,730,000)
     Repayment of notes and loans payable                                     (100,550)        (281,999)
     Net cost from issuance of stock                                           (27,580)
                                                                         ---------------  --------------
                                                                             1,191,870       (3,011,999)
                                                                         ---------------  --------------
Net decrease in cash and cash equivalents                                     (320,554)        (496,467)
Cash and cash equivalents at beginning of period                               558,506          635,221
                                                                         ===============  ==============
Cash and cash equivalents at end of period                                   $  237,952      $  138,754
                                                                         ===============  ==============

                 See accompanying notes to financial statements

</TABLE>

<PAGE>

(1)  Organization, Business and Basis of Presentation

         Greg  Manning   Auctions,   Inc.,   together   with  its  wholly  owned
subsidiaries Ivy & Mader Philatelic  Auctions,  Inc. and Greg Manning Galleries,
Inc.  (collectively,  the  Company),  is a  public  auctioneer  of  collectibles
including rare stamps, stamp collections and stocks, and regularly conducts rare
stamp auctions 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. In addition to stamps,
the other collectibles auctioned by the Company include trading cards and sports
memorabilia and other  collectibles such as antiquities.  The Company also sells
collectibles by private treaty for a commission,  and sells its own inventory at
auction, wholesale and retail.

         In July,  1997,  the Company  acquired  the assets and use of the trade
name of Cee Jay Auctions,  Inc., whose  operating  results are included in Greg
Manning Galleries, Inc. The purchase price for the acquisition is not considered
material.

         The accompanying consolidated balance sheet as of December 31, 1997 and
related  consolidated  statements  of operations  and retained  earnings for the
three  and six  months  ended  December  31,  1996  and  1997  and  consolidated
statements  of Cash  Flows  for the six  month  periods  then  ended,  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,
1997 filed with the Securities and Exchange Commission.

(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. In certain  transactions,  the Company may be
requested  to  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, or
in the case of a guaranteed fixed price, the difference between the actual sales
price and the guaranteed fixed price when the properties are sold.

         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.
<PAGE>

         The  Company  does  not  provide  any  guarantee  with  respect  to the
authenticity  of  property  offered  for  sale at  auction.  Each lot is sold as
genuine and as described by the Company in the catalog.  However,  when,  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. 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
                                                       -------------------------------------     -----------------------------
                                                              1996              1997                 1996           1997
                                                       -------------------------------------     -----------------------------
<S>                                                         <C>              <C>                         <C>            <C> 
             Aggregate Sales                                $  11,440,618    $    7,858,429              100%           100%
                                                       =====================================     =============================
                 By source:
                    A. Auction                              $   9,010,805    $    5,254,233               79%            67%
                    B. Sales of inventory                       2,429,813         2,604,196               21%            33%
                                                       -------------------------------------     -----------------------------
                 By market:
                    A. Philatelics                          $  10,866,996    $    7,546,435               95%            96%
                    B. Sports collectibles                        538,872           311,994                5%             4%
                    C. Other collectibles                          34,750                 0                0%             0%
                                                       -------------------------------------     -----------------------------
</TABLE>
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, 1997 was $300,954.  The  recoverability of goodwill
is  evaluated  at each year end  balance  sheet date as events or  circumstances
indicate a possible inability to recover their carrying amount.  This evaluation
is based on historical and projected  results of operations and gross cash flows
for the underlying businesses.


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
on  marketable  securities  are  credited or charged to a separate  component of
Stockholders' Equity.

<PAGE>

Earnings (loss) per common and common equivalent share

         The Company has adopted 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.  Prior periods have been presented to conform with SFAS
128,  however,  as the Company had a net loss in the current  period,  basic and
diluted loss per share are the same.

         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 is
reflected in diluted  earnings per share by  application  of the treasury  stock
method.  The dilutive  effect of convertible  securities is reflected  using the
if-converted method. The following table sets forth the computation of basic and
diluted earnings per share.

<TABLE>
<CAPTION>

                                                         For the three months      For the six months ended
                                                          ended December 31,             December 31,
                                                           1996          1997          1996          1997
Numerator:
<S>                                                     <C>         <C>            <C>          <C>         
   Net income (loss)                                    $  182,165  $  (614,918)   $   186,334  $  (907,983)
Denominator:
 Denominator for basic earnings (loss) per share -
  weighted average shares outstanding                    4,419,997     4,419,997     4,419,997     4,419,997
Effect of Dilutive Securities:
 Dilutive options outstanding                                1,304             -       179,012             -
Denominator for diluted earnings per share -
adjusted weighted average shares and assumed             4,421,301     4,419,997     4,599,009     4,419,997
conversions
Basic Earnings (loss) per share                            $  0.04       $ (0.14)      $  0.04       $ (0.21)
Diluted Earnings (loss) per share                          $  0.04       $ (0.14)      $  0.04       $ (0.21)
</TABLE>

(3) Inventories

         Inventories as of December 31, 1997 consisted of the following:

                    Stamps                                         $ 2,302,890
                    Sports Cards and Sports Memorabilia                553,864
                    Other collectibles                               1,121,820
                                                                   -----------
                                                                   $ 3,978,574
                                                                   ===========
<PAGE>
        
(4) Marketable Securities

         As of December 31, 1997,  the Company  owned 11.4% or 4,112,289  common
shares of PICK  Communications,  which is  primarily  engaged in the business of
selling blocks of telephone time.  These  securities are classified as available
for sale having a cost of $215,200  and a fair value of  approximately  $500,000
resulting in a cumulative  unrealized  gain of $284,800.  The Company also owned
100,000  shares  pf Pro Net Link  Corp.,  an  Internet  service  company.  These
securities  are classified as available for sale having a cost of $200,000 and a
fair value of approximately $78,750 resulting in a cumulative unrealized loss of
$121,250.

(5) 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") which owned approximately 29%, as of December 31, 1997, of the Company's
common stock. 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 six months  ended  December 31,  1997,  such auction and private  treaty
sales were not material.

         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,  Inc., which provides  computer  services to the
Company.  Amounts charged to operations for services rendered by these firms for
the six months ended December 31, 1996 and 1997 were  approximately $ 81,148 and
$ 87,767  respectively,  in the case of Kramer,  Levin,  Naftalis & Frankel, and
approximately  $  63,410  and $  38,147  respectively,  in  the  case  of  Micro
Strategies, Inc.

(6) Debt

         The Company is party to secured revolving credit and term loan facility
with Brown Brothers Harriman & Co. ("BBH&Co.").  At December 31, 1997, borrowing
under the  revolving  credit  facility  and term  loan  totaled  $3,745,000  and
$200,000  respectively.  Absent a material adverse change or event of default as
determined by BBH & Co., BBH & Co. has agreed to provide of the revolving credit
loan, 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,  1997,  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,  BBH & Co. has the right under the credit  agreement to demand immediate
payment of all amounts  outstanding  without the  otherwise  applicable  120 day
notice period.
<PAGE>

(7)  Supplementary Cash Flow Information
<TABLE>
<CAPTION>

         Following is a summary of supplementary cash flow information:

                                                                          For the six months ended
                                                                                 December 31,
                                                                            1996               1997
                                                                        -------------      -------------
<S>                                                                         <C>               <C>      
        Interest paid                                                       $425,653          $ 339,135
        Income taxes paid                                                    246,115            176,901
        Noncash investing and financing activities:
           Acquisition of inventory under note payable                       700,000
</TABLE>

(8)   Significant transactions

         During the year ended June 30, 1997,  two  customers in three  separate
transactions  purchased  certain  inventory  for an aggregate  selling  price of
$6,600,000, which increased operating profit by $2,241,500. Included in accounts
receivable at December 31, 1997, is $1,100,000 from one customer, collateralized
by certain assets.

         During the year ended June 30, 1996, an individual and related entities
purchased certain inventory for $2,935,000,  which increased operating profit by
$1,110,000.  Included  in notes  receivable  at December  31, 1997 is  $441,000,
collateralized by certain assets.

         In the foregoing  transactions,  the Company has physical possession of
the  collateral,  and has the right to sell such  assets  upon  certain  defined
circumstances of default.

         It is reasonably possible that changes in this volatile and competitive
industry could occur in the near term which could adversely  affect the value of
the collateral outlined above.


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

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
10% to 15%  (although  the  commission  may be  slightly  lower  on  high  value
properties).  During the six month period ended  December 31, 1997,  the Company
earned a  commission  of 15% from the  buyers in all  markets  except for sports
cards,  Greg  Manning  Galleries  Philatelic  Mail  Order  Auctions  and Cee Jay
Auctions which earn a 10% premium.

         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,  1996 and 1997.  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.

<PAGE>


THREE MONTHS ENDED DECEMBER 31, 1997
COMPARED WITH THE THREE MONTHS ENDED DECEMBER 31, 1996

         The Company recorded a decrease in revenues of $ 2,257,554 (67%),  from
$3,375,833  for the three months ended  December 31, 1996 to $1,118,279  for the
three months ended December 31, 1997.  This decrease was primarily  attributable
to the  decrease  in  revenues  from the sale of the  Company's  inventories  of
$2,072,297  (74%) for the three month period ended December 31, 1997 compared to
the prior year.  The primary  reason for this  decrease was that Ivy & Mader did
not hold an auction during the three months ended December 31, 1997 because of a
lack  of  material  available  for  auction.   The  Company  believes  that  the
unavailability  of auction  material was aberrational and is not likely to be an
issue in the  future.  Gross  profits  on the sales of the  Company's  inventory
decreased  by $ 993,725  (91%) in the  three  months  ended  December  31,  1997
compared to the three  months ended  December 31, 1996.  The decrease in margins
was primarily due to a  significant  decrease in the sales of stamp  inventories
for the three  months  ended  December  31, 1996 as  compared to the  comparable
period in the previous year.

         The Company's  operating expenses totaled $1,352,623  exclusive of cost
of  merchandise  sold,  for the  three  months  ended  December  31,  1997,  and
represented  an increase of $102,135  (8%) from the three months ended  December
31,  1996.  The increase in General and  Administrative  costs by the Company is
primarily  due to an  expansion of the Greg Manning  Galleries  Philatelic  Mail
Order  Auctions  and Cee Jay  Auctions as well as an increase in the reserve for
bad debts of $70,000.

         Interest  expense  decreased  by  $34,347  in the  three  months  ended
December  31, 1997  compared to the three  months  ended  December 31, 1996 as a
result of lower average daily borrowings for the comparable period .

         Net Income: The Company recorded a loss before income taxes of $967,893
for the three months ended December 31, 1997 compared to income before income 
taxes of $ 341,457 for the three months ended  December 31, 1996.  This change 
was primarily due to significantly  lower  sales of owned  inventory  as well as
decreased  material available for sale by consignors.

SIX MONTHS ENDED DECEMBER 31, 1997
COMPARED WITH THE SIX MONTHS ENDED DECEMBER 31, 1996


         The  Company  had  a  decrease  in  revenue  of $  1,779,179  (34%)  to
$3,508,141  for the six  months  ended  December  31,  1997 as  compared  to the
comparable  period  ended  December 31, 1996.  This  decrease was  substantially
attributable  to the  reduction  in  revenues  from  the  sale of the  Company's
inventories  by  $1,469,290  (36%) for the six months  ended  December  31, 1997
compared to the prior year's  comparable  period.  As noted  above,  the primary
reason  for this  decrease  was the  failure  of Ivy & Mader to hold an  auction
during the second quarter because of a lack of material available for auction.

         Gross  profits on the sales of the  Company's  inventory  decreased  by
$1,112,941  for the six months  ended  December  31,  1997  compared to the same
period ended December 31, 1996.  The overall gross profit  margins  decreased to
16% on inventory  sales for the six months ended  December 31, 1997 from 37% for
the comparable  period in the prior year. The primary reason for the decrease in
gross profit and gross profit margins was a decrease in non-auction  stamp sales
of  $1,642,175  resulting  in a decrease in gross  profits of $883,024 and gross
profit  margins  of  8%.  
<PAGE>

         The Company  recorded an  increase  in  operating  expenses of $330,834
(14%) for the six months  ended  December  31,  1997  compared to the six months
ended  December  13,  1996.  The  primary  reason  for the cost  increases  were
attributable  to the  approximately  $268,885  in  operating  costs for the mail
auction  operations which had its start up in the quarter ended June 30, 1997 as
well as an increase in the reserve for bad debts of $95,000.


         Interest  expense  decreased  approximately  $47,613  in the six months
ended December 31, 1997 compared to the six months ended December 31, 1996. This
decrease was primarily attributable to lower average borrowings. Interest income
decreased  approximately  $143,765 for the six months ended December 31, 1997 as
compared to the  comparable  period of the prior year  primarily  due to a lower
level of outstanding  interest bearing advances to consignors  during the period
as compared to last year.

         Net Income:  The Company  recorded a net loss  before  income  taxes of
$1,486,592  for the six months ended December 31, 1997 compared to income before
income taxes of $363,224 for the six months ended  December 31, 1996.  This 
change was primarily due to a decrease in operating  profits of approximately
$1,113,000  during the six months ended December 31, 1997 compared to the prior 
year as outlined above, a decrease  in  commission  income of  approximately 
$310,000,  an  increase in operating  expenses of  approximately  $330,000  and 
a decrease in net  interest income/expense of approximately $96,000.

LIQUIDITY AND CAPITAL RESOURCES

     At  December  31,  1997,  the  Company's   working  capital   position  was
$3,810,613,  compared  to  $4,645,765  as of June 30,  1997.  This  decrease  of
$835,152 was  primarily  due to decreases  in auctions  receivable  ($5,880,652)
andadvances  to  consignors  ($5,432,797).  These were  offset by  increases  in
inventory  purchased  for future  auctions  ($80,323),  income taxes  receivable
($637,383),  decreases in payables to consignors ($6,394,484) , accounts payable
($1,245,598)  and loans  payable ($  3,011,999).  These items were the  material
cause of the positive cash flow from operating activities of $2,615,918.

     The Company  experienced a decrease in cash flow from investing  activities
for the six months  ended  December  31, 1997 of $ 100,386.  This was  primarily
attributable  to the purchase of equipment  of $54,057 and  additional  goodwill
related to the purchase of Ivy and Mader, in the amount of $ 46,328.

     The Company experienced a decrease in cash flow from financing
activities  for the six months ended  December 31, 1997 of $3,011,999  which was
attributable  to the  Company's  repayment  of bank loans  during the six months
ended December 31, 1997.

     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.
<PAGE>

     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, including 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.


<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 10,
1997. At the Annual Meeting,  each of Anthony L.  Bongiovanni,  Jr. and Scott S.
Rosenblum  were  elected to hold office as  directors  of the Company  until the
third  successive  Annual  Meeting  of  Shareholders  in 2000,  and until  their
respective  successors have been elected and qualified.  The term of office as a
director  of each of Greg  Manning,  William T. Tully,  Jr.,  and  Albertino  de
Figueiredo continued after the meeting.

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

         1.    Election of Directors:
                  Anthony L. Bongiovanni, Jr.
                           For: 4,105,461
                           Against: 35,000

                  Scott S. Rosenblum
                           For: 4,105,861
                           Against: 34,600

         2.   Ratification of the  appointment of Amper,  Politziner & Mattia as
              the Company's  independent  public  accountants  for the Company's
              fiscal year ending June 30, 1998.
                           For: 4,100,311
                           Against: 10,350
                           Abstentions: 29,800

                  PROPOSAL APPROVED

<PAGE>


         3.   Approval of the  adoption of the  Company's  1997 Stock  Incentive
              Plan, (which,  among other things,  increases the number of shares
              available to be issued under the Company's 1993 Stock Option Plan,
              as amended,  and the 1997 Stock  Incentive  Plan to 850,000 in the
              aggregate).
                           For:1,796,829
                           Against: 81,060
                           Abstentions: 44,100
                           Non-Votes: 2,218,472

                  PROPOSAL APPROVED

         4.   Approval of the Repricing Plan to reprice  certain options awarded
              under the Company's  1993 Stock Option Plan, as amended  (pursuant
              to which employees and consultants  (including  executive officers
              and directors) with non-qualified  stock options awarded under the
              1993 Plan and  bearing  exercise  prices  equal to or in excess of
              $2.8125 per share, with certain  exceptions,  will be permitted to
              exchange  their Old Options  for new options  under the 1993 Plan,
              exercisable  at a price  equal  to the  Fair  Market  Value of the
              Company's  Common Stock on December 10, 1997,  provided  that such
              Fair Market Value is less than the  exercise  price of the related
              old options).
                           For: 3,607,090
                           Against: 175,000
                           Abstentions: 63,310
                           Non-Votes: 295,061

                  PROPOSAL APPROVED


Item 5. Other Information.

             Effective December 8, 1997, the Company retained James Smith as
             Chief Financial Officer.

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 10, 1997


                                            /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