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 March 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 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 May 8, 2000, Issuer had 9,855,059 shares of its Common Stock outstanding.

Transitional Small Business Disclosure Format (check one):  Yes ___X___
No            .
-         -----------






<PAGE>


                           GREG MANNING AUCTIONS, INC.

                         PART I - FINANCIAL INFORMATION

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

               Table of Contents                            Page Number

Condensed Consolidated Balance Sheet -
         March 31, 2000 (Unaudited)                               3

Condensed  Consolidated  Statements  of  Operations
        Three and nine months ended March 31, 1999
        and 2000 (Unaudited)                                      4

Condensed Consolidated Statement of Stockholders' Equity -        5
        July 1, 1998 to March 31, 2000 (Unaudited)

Condensed  Consolidated  Statements of Cash Flows - Nine
        months ended March 31, 1999 and 2000 (Unaudited)          6

Condensed Consolidated Statement of Comprehensive Income
         Nine months ended March 31, 1999 and 2000 (Unaudited)    7

Notes to Condensed Consolidated Financial Statements
         as of March 31, 2000                                     8

Item 2.  Management's Discussion and Analysis                    14


<PAGE>





                       GREG MANNING AUCTIONS, INC.
                  Condensed Consolidated Balance Sheet
                            March 31, 1999

                              (Unaudited)

                       Assets

Current Assets

     Cash and cash equivalents                                 $2,002,584
     Accounts receivable

         Accounts and auctions receivable                      17,575,371
         Advances to consignors                                 2,402,824
     Inventory                                                 20,321,516
     Deferred tax asset                                           339,510
     Prepaid expenses and deposits                                288,720
                                                      --------------------
         Total current assets                                  42,930,525

Property and equipment, net                                       927,528
Goodwill                                                        4,362,439
Customer Lists                                                    291,667
Trademarks                                                      2,787,500
Marketable securities
                                                                  138,166

Investments in Joint Venture and other                          6,537,827
Other non-current assets
     Deferred Tax Asset                                         2,032,936
     Inventory                                                    900,000
     Advances to consignors                                       740,150
     Other                                                        331,478
                                                      --------------------
         Total assets                                         $61,980,216
                                                      ====================

        Liabilities and Stockholder's Equity
Current liabilities:

     Demand notes payable                                      $7,070,000
     Notes payable                                                134,273
     Payable to third party consignors                          3,096,906
     Accounts payable                                          11,354,990
     Accrued expenses                                           1,472,645
                                                      --------------------
         Total current liabilities                             23,128,814
     Minority interest                                              4,255
     Notes payable - long term                                    161,013
                                                      --------------------
         Total liabilities                                     23,294,082
                                                      --------------------

Preferred stock, $.01 par value. Authorized

     20,000,000 shares; none issued.                                    0
Common stock, $.01 par value. Authorized
     40,000,000 shares; 9,853,684 issued
     And outstanding                                               98,537
Additional paid in capital                                     38,747,701
Retained earnings (deficit)                                     (160,104)
                                                      --------------------
     Total stockholders' equity                                38,686,134
                                                      --------------------
     Total liabilities and stockholders' equity               $61,980,216
                                                      ====================

        See accompanying notes to condensed financial statements


<PAGE>

<TABLE>
<CAPTION>
                           Greg Manning Auctions, Inc.
                 Condensed Consolidated Statements of Operations (1)
                                   (Unaudited)

                                                   Three months ended March 31,            Nine months ended March 31,
                                                   -------------------------------------  --------------------------------------
                                                        1999                2000               1999                 2000
                                                   ---------------    ------------------  ----------------   -------------------
Operating Revenues

<S>                                                <C>                <C>                    <C>                    <C>
      Sales of merchandise                         $ 21,787,731       $      15,341,754      $ 56,697,714           $41,002,333
      Commissions earned                              1,526,234               2,708,212         3,342,088             5,236,581
                                                   ---------------    ------------------  ----------------   -------------------
                                                     23,313,965              18,049,966        60,039,802            46,238,914

Operating Expenses

      Cost of merchandise sold                        19,844,457             13,334,990        51,180,308            37,116,154
      General and administrative                       2,414,140              2,897,559         7,213,662             8,881,003
      Marketing                                          582,368                623,747         1,258,555             1,761,141
                                                   ---------------    ------------------  ----------------   -------------------
           Operating income (loss)                       473,000              1,193,670           387,277            (1,519,384)

Other income (expense)
      Gain on sale of marketable securities              628,503                      0         1,717,670                14,494
      Interest income                                     96,539                  3,818           389,908               393,399
      Interest expense                                  (492,702)              (386,452)       (1,254,262)           (1,219,296)
       Minority interest                                     787                   (835)           (1,007)                 (396)
      Loss from operations of joint venture                                    (103,283)                                (97,894)
                                                   ---------------    ------------------  ----------------   -------------------
           Income (loss) before income taxes             749,127                706,918         1,239,586            (2,429,077)

Provision for (benefit from) income taxes                250,044                204,906           631,173              (911,118)
                                                    ---------------    ------------------  ----------------   -------------------
      Net Income (loss)                            $     499,083      $         502,120   $       608,413           $ (1,517,959)
                                                    ===============    ==================  ================   ===================

Basic Earnings (loss) per share

      Weighted average shares outstanding              7,931,659              9,758,488         7,082,120              9,656,955
                                                    ===============    ==================  ================   ===================
      Basic Earnings (loss) per share              $       0.06               $    0.05   $       0.09               $   (0.16)
                                                   ===============    ==================  ================   ===================

Diluted Earnings (loss) per share

      Weighted average shares outstanding             8,437,328              10,351,075        7,514,028              9,656,955
                                                   ===============    ==================  ================   ===================
      Diluted Earnings (loss) per share            $     0.06                 $   0 .05   $      0.08                $   (0.16)
                                                   ===============    ==================  ================   ===================
See accompanying notes to condensed financial statements

(1) All 1999 amounts have been restated to reflect the acquisition of Spectrum
        Numismatics, Inc. All 2000 amounts include the activity of Spectrum as
        if it had been acquired at July 1, 1999. See note 1.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                               Greg Manning Auctions, Inc.
                                 Condensed Consolidated Statement of Stockholder's Equity
                                             July 1, 1998 to March 31, 2000
                                                       (Unaudited)

                                                                              Unrealized
                                                                Additional    Gain (Loss)                        Total
                                      Common Stock              Paid-In       on Marketable    Retained
                                                                                                            Stockholders'
                                   Shares            $          Capital       Securities       Earnings         Equity
                               ----------------  ----------   ------------   --------------   -----------   ---------------
<S>            <C> <C>           <C>             <C>         <C>                <C>              <C>           <C>
 Balance, June 30, 1998          4,419,997       $ 44,200    $  6,819,690       $  18,496        $ 653,320     $  7,535,706
 Spectrum Shares                 1,754,034         17,540         (17,540)                                           -
 Spectrum Balance                                                 528,316                          470,418          998,734
 Consolidated Balance          ----------------  ----------   ------------   --------------   -----------   ---------------
     June 30, 1998               6,174,031         61,740       7,330,466          18,496        1,123,738        8,534,440

 Options Exercised                 535,375          5,353         887,037                                           892,390

 Income Tax Benefit from
      exercise of stock options                                 1,374,078                                         1,374,078

 Options issued relating to loan                                  200,000                                           200,000

 Options issued relating to
   acquisition of subsidiary                                       75,000                                            75,000

 Options issued relating to
      professional services                                       150,000                                           150,000

 Unrealized gains from
   sale of marketable securities                                                   (18,496)                         (18,496)

 Common shares  sold for cash    1,075,623        10,757        6,489,243                                         6,500,000

 Common shares issued relating
      to acquisition of
     subsidiary                    750,000         7,500        1,867,500                                         1,875,000

 Shareholder Distributions-Spectrum                                                                   (812,118)    (812,118)

 Net income - June 30, 1999                                                                          1,306,643     1,306,643
                               --------------  ----------    ------------      --------------      -----------   ------------
 Balance June 30, 1999           8,535,029        85,350       18,373,324            -               1,618,263    20,076,937

 Options Exercised                 115,000         1,150          211,738                                            212,888

 Income Tax Benefit from
      exercise of stock
      options                                                     298,818                                            298,818

 Common shares  sold for
cash  net of expenses            1,035,551        10,356       16,212,644                                         16,223,000

 Common shares issued relating
      to acquisition of
      Everbright                   168,104         1,681        3,612,555                                          3,614,236

 Shareholder Distributions-Spectrum                                                                   (260,408)     (260,408)

 Spectrum shareholder purchase
      of additional shares for cash                                38,622                                             38,622

 Net loss - March 31, 2000                                                                          (1,517,959)   (1,517,959)
                               ----------------  ----------   ------------     --------------      -----------   ------------
 Balance March 31, 2000          9,853,684       $ 98,537    $ 38,747,701       $    -             $  (160,104)  $ 38,686,134
                               ============      ==========   ============     ==============      ===========   ============
                                       See accompanying notes to condensed financial statements
</TABLE>
<PAGE>
                               GREG MANNING AUCTIONS, INC.
                        Condensed Consolidated Statements of Cash Flows (1)
                                           (Unaudited)

                                                  Nine months ended March 31,
                                             1999                      2000
                                      ------------------       ----------------
 Cash flows from operating activities :
    Net Income (loss)                             $  608,413       $ (1,517,959)
    Adjustments to reconcile net income to
        net cash
    from operating activities:
     Depreciation and amortization                   517,290            935,909
     Provision for bad debt expense (recovery)      (160,685)           218,376
     Gain on sale of marketable securities        (1,286,160)           (14,494)
     Equity in loss of joint venture and other          -               218,523
     Deferred tax expense (benefit)                     -              (911,118)
    (Increase) decrease in assets:
      Accounts and auctions receivable                 1,692         (7,707,987)
      Advances to consignors                         562,024            634,652
      Inventory                                   (1,597,864)        (4,688,026)
      Prepaid expenses and deposits                 (221,540)           600,001
      Other assets                                   913,489            (93,476)
     Increase (decrease) in liabilities:
      Payable to third-party consignors           (2,732,380)          (787,551)
      Accounts payable                            (1,647,366)         6,206,616
      Accrued expenses and other liabilities         695,157           (399,255)
      Income taxes payable                           631,079
                                                 ------------        -----------
                                                  (3,716,851)        (7,305,789)

 Cash flows from investing activities:
  Capital expenditures for property and equipment   (238,490)          (533,376)
  Additional goodwill                                (43,233)           (41,865)
  Purchase of Customer list                         (100,000)
  Acquisition of Subsidiary                       (3,270,040)
  Investment in joint venture                       (702,839)        (2,014,419)
  Proceeds from sale of marketable securities      1,592,026             23,149
                                                 ------------        ----------
                                                  (2,762,576)        (2,566,511)

 Cash flows from financing activities:
  Net proceeds from (repayment of) demand
        notes payable                              1,199,000         (3,632,000)
  Repayment of loans and loans payable              (308,062)        (4,523,898)
  Proceeds from notes payable                      1,500,000
  Repayment of notes receivable                      229,742
  Proceeds from exercise of options                  813,695            212,887
  Proceeds from sale of common stock
        (net of expenses)                          2,500,000         16,223,000
  Investment by Spectrum partner                                         44,108
  Dividend to Spectrum Shareholders                 (244,295)          (260,408)
  Proceeds from Stock Subscriptions Receivable          -             3,000,000
                                                 ------------       -----------
                                                   5,690,080         11,063,689
 Net change in cash and cash equivalents            (789,347)         1,191,388
 Cash and cash equivalents at beginning of period  1,438,596            811,196
                                                  ------------      -----------
 Cash and cash equivalents at end of period       $  649,249       $  2,002,584
                                                  ============      ===========
(1) All 1999 amounts have been restated to reflect the acquisition of Spectrum
        Numismatics, Inc. All 2000 amounts include the activity of Spectrum as
        if it had been acquired at July 1, 1999. See note 1.

               See accompanying notes to condensed financial statements
<PAGE>

                        Greg Manning Auctions, Inc.
          Condensed Consolidated Statement of Comprehensive Income (1)
                                 (Unaudited)

                                                    For the nine months
                                                       ended March 31,

                                             1999                  2000
                                     -------------------   --------------------
Net Income (loss)                       $   608,413         $  (1,517,959)

Other comprehensive income (loss)
  Unrealized gains on securities            771,450                  -

  Less: reclassification adjustment for
  gains included in net income             (771,696)                 -
                                     -------------------   --------------------
Comprehensive income (loss)             $   608,167         $  (1,517,959)
                                     ===================   ====================
(1) All 1999 amounts have been restated to reflect the acquisition of Spectrum
        Numismatics, Inc. All 2000 amounts include the activity of Spectrum as
        if it had been acquired at July 1, 1999. See note 1.
                  See accompanying notes to condensed financial statements




<PAGE>

                           GREG MANNING AUCTIONS, INC.
              Notes to Condensed Consolidated Financial Statements
           For the Three and Nine Months ended March 31, 1999 and 2000

 (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.,
Spectrum  Numismatics  International,   Inc.,  Greg  Manning  Direct  Inc.,  and
Teletrade, Inc. (collectively,  the "Company"), is an eCommerce and collectibles
company as well as a public  auctioneer of  collectibles  including rare stamps,
stamp  collections  and stocks,  sports  trading  cards and  memorabilia,  movie
posters, fine art, coins, diamonds and jewelry,  comic books, art, Hollywood and
Rock and Roll  memorabilia.  The Company  conducts both in-person event auctions
and  electronic  auctions via the Internet and  touch-tone  telephone,  bringing
together  purchasers  and  sellers  located  throughout  the world.  The Company
accepts  property for sale at auctions from sellers on a consignment  basis, and
earns a commission on the sale. The Company also sells  collectibles  by private
treaty for a commission,  and sells its own inventory at auction,  wholesale and
retail.

         The  accompanying  consolidated  balance sheet as of March 31, 2000 and
related  consolidated  statements of  operations,  cash flows and  comprehensive
income for the three and nine month  periods  ended  March 31, 1999 and 2000 and
statements of stockholders' equity for the period July 1, 1998 through March 31,
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-QSB  and  Item  310(b)  of
Regulation SB. Accordingly,  they do not include all information and disclosures
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments which are of a normal
recurring  nature  considered  necessary  for  a  fair  presentation  have  been
included.   For  further  information,   refer  to  the  consolidated  financial
statements  and  disclosures  thereto in the Company's  Form 10-KSB for the year
ended June 30, 1999 filed with the Securities and Exchange Commission.

         In July 1999, the Company and Afinsa Bienes Tangibles, S.A. ("Afinsa"),
a  11%   shareholder   of  the  Company,   formed  a  joint   venture  known  as
GMAI-Europe.com,  Inc. to conduct  Internet  auction and retail  sales in Europe
through a newly  established  Madrid,  Spain office.  A definitive  agreement is
currently being finalized.  The Company has a 50% investment in GMAI-Europe.com,
Inc. which will be accounted for under the equity method of accounting.

         Effective  on  February  22,  2000,  the Company  purchased,  through a
subsidiary merger, all of the stock of Spectrum Numismatics International, Inc.,
a leading  wholesaler  of rare coins based in Santa Ana,  California.  Under the
terms of the transaction,  which was approved by the Company's shareholders, the
Company paid Spectrum  shareholders  $25 million in the  Company's  common stock
valued at $14.25 per share. The foregoing description of the merger is qualified
in its entirety by reference to the Company's Form 8-K filed with the Securities
and Exchange Commission on March 6, 2000. The acquisition was recorded using the
pooling of interests  method of  accounting.  Accordingly,  all prior  financial
statement  information  has been restated to include the historical  balances of
Spectrum.

         On January 31,  2000,  the  Company  issued in a private  placement  to
Amazon.com,  Inc. 285,551 shares of the Company's common stock,  together with a
warrant to acquire  25,000 shares of the  Company's  common stock at an exercise
price per share of $20.19. The warrant is immediately exercisable. In connection
with this equity investment,  GMAI and Amazon.com  Auctions LLC, a subsidiary of
Amazon.com,  entered  into a marketing  agreement  pursuant to which the Company
will offer collectibles for sale on the Amazon.com web site.
<PAGE>
         In late  January  and early  February  2000,  GMAI  issued in a private
placement to certain  investors an aggregate of 750,000  shares of the Company's
common stock for  approximately  $  11,273,000,  net of expenses,  together with
warrants to acquire 112,500 shares of the Company's  common stock.  The warrants
are immediately exercisable at a price of $18.85 per share.

         On February 15, 2000,  GMAI-Asia.com,  Inc., a joint venture,  closed a
series of related transactions which permitted  GMAI-Asia.com,  Inc. to launch a
"clicks and mortar" strategy in China while the Internet  infrastructure in that
country develops. At the closing,  GMAI-Asia.com  acquired from China Everbright
Technology  Limited a 65%  interest  in China  Everbright  Telecom-Land  Network
Limited (a British  Virgin  Islands  company) for  consideration  of  30,000,000
Chinese  Renmimbi  (approximately  US$3,624,000,  using a conversion rate of RMB
8.2788 to US$1.00),  payable in the Company's common stock,  and  GMAI-Asia.com,
Inc.'s guarantee of 40,000,000 Chinese Renmimbi (approximately US $4,832,000) of
indebtedness of China Everbright  Telecom-Land's  Shanghai  subsidiary;  entered
into a  shareholders'  agreement  governing the  management of China  Everbright
Telecom-Land  and its  Shanghai  subsidiary  and  provided  GMAI-Asia.com,  Inc.
certain  rights to  acquire  the  remaining  35%  interest  in China  Everbright
Telecom-Land;   entered  into  a  management  agreement  with  China  Everbright
Telecommunication Products Limited (a Chinese company wholly owned by affiliates
of China  Everbright  Technology);  and  received  an  option  to  acquire a 65%
interest   in  China   Everbright   Telecommunication   Products   for   nominal
consideration  and certain rights to acquire the remaining 35% interest in China
Everbright  Telecommunication  Products. In addition, the Company has guaranteed
performance  by  GMAI-Asia.com,   Inc.  of  its  obligations  in  these  various
transactions,  and registered the shares of the Company's stock that were issued
to China Everbright  Technology Limited.  China Everbright  Telecom-Land and its
Shanghai   subsidiary  are  currently   engaged  in  the  wholesale  and  retail
distribution  of consumer  telecommunication  and electronic  products in China.
These entities sell their products  through China  Everbright  Telecommunication
Products'  distribution  network of retail  locations.  At March 31, 2000, the
Company had a 48% ownership interest in GMAI-Asia.com, Inc. GMAI-Asia.com,  Inc.
is accounted for under the equity method of accounting.

         Effective  January 26, 2000,  the Company  formed Greg Manning  Direct,
Inc.  ("GMD") to  produce  and market  collectibles  for the mass  merchandising
market.  In connection  with this  transaction,  the Company signed a management
agreement with Tristar Products, Inc.("Tristar"), a privately owned Pennsylvania
company, to manage the operations of GMD. Terms of the agreement  include the
collaboration of the Company and Tristar to develop and market  collectibles for
the mass merchandising  market. The Company will pay to Tristar a percentage of
the revenues generated from the sales of these collectibles for the fulfillment
of these sales.

 (2) Summary of Certain Significant Accounting Policies

Revenue Recognition

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

         In  addition  to auction  sales,  the  Company  also sells via  private
treaty.  This occurs when an owner of property arranges with the Company to sell
such  property  to a third  party at a  privately  negotiated  price.  In such a
transaction,  the owner may set selling price parameters for the Company, or the
Company may solicit selling prices for the owner,  and the owner may reserve the
right to reject any selling price.  The Company does not guarantee a fixed price
to the owner,  which  would be payable  regardless  of the  actual  sales  price
ultimately received.  The Company recognizes as private treaty revenue an amount
equal to a percentage of the sales price.
<PAGE>
         The Company  also sells its own  inventory  at auction,  wholesale  and
retail.  Revenue with respect to owned  inventory  sold at auction is recognized
when  sold and for  wholesale  or  retail  sales,  revenue  is  recognized  when
delivered or released to the customer or to a common carrier for delivery.

         The  Company  does  not  provide  any  guarantee  with  respect  to the
authenticity of property offered for sale at auction.  However, each lot is sold
as genuine and as described by the Company in the catalog.  When, in the opinion
of a competent authority mutually acceptable to the Company and the purchaser, a
lot is declared otherwise,  the purchase price is 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.

Use of Estimates

         The  preparation  of condensed  consolidated  financial  statements  in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

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, comprising the auctioning, retail,
wholesale and private treaty sale of collectibles. Set forth below is a table of
aggregate sales of the Company, subdivided by source and market:

                                      For the nine months ended
                                 March 31,                   Percentages
                         --------------------------   ------------------------
                            1999             2000           1999          2000
                         ------------   ------------      ----------   --------
Aggregate Sales          $ 77,204,563   $ 86,054,221        100%           100%
                         ===========================      =====================
 By source:
  A. Auction             $ 20,506,849   $ 45,051,888         27%            52%
  B. Sales of inventory    56,697,714     41,002,333         73%            48%
                         ----------------------------  -----------------------
  By market:
  A. Philatelics         $ 15,070,707   $ 11,701,340         20%            14%
  B. Sports Collectibles*   4,481,711      6,048,978         6%             7%
  C. Numismatics           55,952,900     65,793,538         72%            77%
  D. Diamond                  312,743        420,982         0%             0%
  E. Art                    1,327,662         68,618         2%             0%
  F  Other**                   58,840      2,020,765         0%             2%

*    includes trading cards and sports memorabilia
**  includes comic books, Hollywood memorabilia, movie posters, rock `n roll
        and other music memorabilia and other collectibles.

 All 1999 amounts have been restated to reflect the acquisition of Spectrum
 Numismatics, Inc. All 2000 amounts include the activity of Spectrum as if it
 had been acquired at July 1, 1999. See note 1.
<PAGE>

Intangible Assets

         Goodwill

         Goodwill  primarily  includes the excess  purchase  price paid over the
fair  value  of the net  assets  acquired.  Goodwill  is  being  amortized  on a
straight-line  basis over twenty years. Total accumulated  amortization at March
31, 1999 and 2000 was approximately $ 477,000 and $ 724,000,  respectively.  The
recoverability  of goodwill is evaluated at each year end balance  sheet date as
events or  circumstances  indicate a possible  inability to recover its carrying
amount.  This  evaluation  is based  on  historical  and  projected  results  of
operations  and gross cash  flows for the  underlying  businesses.  Amortization
expense  charged to operations for the nine months ended March 31, 1999 and 2000
was approximately $ 131,000 and $ 185,000 respectively.

         Trademarks and Customer List

         Trademarks are being amortized on a straight-line  basis over a 20-year
period and a 5-year period for Customer List. Total accumulated  amortization at
March 31, 1999 and 2000 was  approximately  $96,000 and $321,000,  respectively.
Amortization  expense  charged to operations for the nine months ended March 31,
1999 and 2000 was approximately $ 96,000 and $ 173,000, respectively.

Investments

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

Earnings (loss) per common and common equivalent share

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

                  Basic  earnings  per  share is  computed  by  dividing  income
available to common shareholders by the weighted-average number of common shares
outstanding  during  the  period.  Diluted  earnings  per share is  computed  by
dividing income available to common shareholders by the weighted-average  number
of common shares  outstanding  during the period increased to include the number
of  additional  common shares that would have been  outstanding  if the dilutive
potential common shares had been issued.  The dilutive effect of the outstanding
options would be reflected in diluted  earnings per share by  application of the
treasury stock method.
<PAGE>
Comprehensive Income

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

(3) Inventories

         Inventories as of March 31, 2000 consisted of the following:

                                    Current         Non-current         Total
                             ----------------  ---------------  ---------------
Stamps                       $    4,549,421                      $   4,549,421
Sports Cards and Memorabilia      3,936,521                          3,936,521
Coins                             8,957,904                          8,957,904
Art                                 314,988                            314,988
Other                             2,562,682       $   900,000        3,462,682
                             ----------------  ---------------  ---------------
                             $   20,321,516       $   900,000    $  21,221,516
                             ================  ===============  ===============

(4) Related-party Transactions

         The  Company  accepts  rare stamps and other  collectibles  for sale at
auction  on a  consignment  basis  from  Collectibles  Realty  Management,  Inc.
("CRM"). Such stamps and collectibles have been auctioned by the Company or sold
at  private  treaty  under  substantially  the  same  terms as for  third  party
customers and the Company charges CRM a seller's  commission for items valued at
under  $100,000  per lot. In the case of auction,  the hammer price of the sale,
less any seller's commission, is paid to CRM upon successful auction, and in the
case of private treaty, the net price after selling  commissions is paid to CRM.
For the three and nine months ended March 31,  2000,  there were no such auction
or private treaty sales.

         Scott  Rosenblum,  a director of the  Company,  is a partner of the law
firm Kramer,  Levin,  Naftalis & Frankel,  which  provides legal services to the
Company.  Anthony L.  Bongiovanni,  Jr.,  also a  director  of the  Company,  is
president of Micro Strategies, Incorporated, which provides computer services to
the  Company.  Leon  Liebman,  who  was a  director  of the  Company  until  his
resignation on October 19, 1999,  provided  consulting services for the Company.
Total  expenditures  for  services  rendered  by these firms for the nine months
ended  March  31,  1999 and 2000  were  approximately  $  241,000  and $ 304,000
respectively, in the case of Kramer, Levin, Naftalis & Frankel,  approximately $
98,000  and  $  262,000   respectively,   in  the  case  of  Micro   Strategies,
Incorporated, and $ 21,000 and $ 38,000 respectively in the case of Mr. Liebman.

         In the normal course of business,  the Company sold to Afinsa goods for
a total of $ 1,000,000.  As of March 31, 2000, Afinsa owes a balance of $500,000
on this transaction, which is included in Accounts and auctions receivable.
<PAGE>
(5) Debt

         The Company is party to a secured  revolving  credit loan facility with
Brown Brothers Harriman & Co.  ("BBH&Co.").  At March 31, 2000,  borrowing under
this facility totaled $ 1,070,000 . Absent a material adverse change or event of
default as determined by BBH&Co,, BBH&Co. 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 nine months ended March 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,  BBH & Co. has the right under the
credit  agreement  to demand  immediate  repayment  of all  amounts  outstanding
without  the  otherwise  applicable  120 day  notice  period.  BBH & Co. has not
demanded such repayment.

         At March 31, 2000,  Spectrum was a party to a secured  revolving credit
facility  with Bank of America.  At March 31,  2000,  the  borrowing  under this
facility  totaled  $  6,000,000.  Mr.  Greg  Manning,  Chairman  of the Board of
Directors,  President and Chief Executive Officer of the Company, has personally
guaranteed this line of credit.

(6) Stock subscriptions receivable

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

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

(7)  Supplementary Cash Flow Information

         Following is a summary of supplementary cash flow information:

                                                       Nine Months Ended
                                                            March 31,
                                          -------------------------------------
                                              1999                    2000
                                          ---------------       ---------------
     Interest paid                       $  1,018,904              $  1,191,671
     Income taxes paid                          1,314                     1,222

     Summary of significant non-cash transactions:

      Income tax effect from the
        exercise of options                $  916,681               $   298,818

      Issuance of stock options relating
        to the acquisition Of Teletrade        75,000                         -

      Issuance of 200,000 options relating
        to the financing Of the acquisition
        of Teletrade                          200,000

      Issuance of notes payable to former
        shareholders Of Teletrade as part
        of the acquisition                    675,000

      Issuance of 750,000 shares to Leon
        Liebman as part Of the acquisition
        of Teletrade                        1,875,000

      Issuance of shares related to GMAI-Asia
        purchase of Everbrite Technologies                            3,614,236

      Issuance of shares related to acquisition
        of Spectrum Numismatics International, Inc                   25,000,000
<PAGE>
(8) Acquisition of Subsidiary

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

                  On February 18, 2000, the Shareholders of the Company approved
the   acquisition   of  all  of  the  common   stock  of  Spectrum   Numismatics
International,  Inc. The purchase price for the acquisition was $25 million (see
note 1).

(9) Subsequent Event

         Effective April 18, 2000, the Company's  Board of Directors  approved a
plan to buy back a maximum of up to 500,000  shares of its common  stock.  As of
May 15, 2000,  approximately  72,900 shares were repurchases for approximately $
1,006,000.

        On May 15, 2000, the Company entered into an asset purchase agreement
with Tristar Products, Inc. whereby the Company agreed to purchase certain
assets of Tristar for up to a maximum of $12 million, payable in the Company's
common stock. Payments are to be made based upon the sales of GMD fulfilled by
Tristar reaching certain levels.

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

Results of Operations

 Overview

         This Report contains  forward-looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934,  including,  without limitation,  statements regarding the
Company's  expectations,  beliefs,  intentions  or  future  strategies  that are
signified  by the words  "expects",  "anticipates",  "intends",  "believes",  or
similar language.  All forward-looking  statements included in this document are
based on  information  available  to the  Company  on the date  hereof,  and the
Company  assumes no  obligation to update any such  forward-looking  statements.
Actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements.  In evaluating the Company's business,  prospective
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 January 13, 2000 and Form S-3 filed with the  Securities
and  Exchange  Commission  on  February  10,  2000,  in  addition  to the  other
information set forth herein.  The Company cautions  investors that its business
and financial performance are subject to substantial risks and uncertainties.

         On  February  18,  2000,  the  Company's   shareholders   approved  the
acquisition  of  Spectrum  Numismatics  International,  Inc.  ("Spectrum").  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, 1998.

         .
         Greg Manning  Auctions,  Inc. is pursuing a strategy to  establish  the
Company as a dominant global eCommerce and Internet  merchant in select vertical
markets by  leveraging  its core  competencies  in  superior  customer  service,
eCommerce  operations and auctions.  The strategy includes expansion and further
development of its businesses in North America,  including a strategic  alliance
with Amazon.com  Inc., and  investments in market  development and operations in
Asia, Europe and Latin America.

         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 nine months  ended March 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 and wholesale and retail sales of the Company's owned inventory.
<PAGE>
Three months ended March  31, 2000
Compared with the three months ended March 31, 1999

Net Revenues

         The  Company  recorded  a  decrease  in  revenues  of  approximately  $
5,264,000  (23%),  from  approximately  $ 23,314,000  for the three months ended
March 31, 1999 to  approximately  $ 18,050,000  for the three months ended March
31,  2000.  The primary  reason for this  decrease is lower sales by Spectrum of
approximately $ 7,758,000 (42%). The Company believes the reduced Spectrum sales
resulted primarily from non-recurring Y2K influenced sales of generic gold coins
and bullion during the three months ended March 31, 1999. At that time, Spectrum
experienced  these  types of  sales in  significantly  greater  than  historical
amounts due, the Company  believes,  to fears over Y2K and Spectrum's  customers
building their  inventories  of gold to meet  perceived  market demands for hard
currency.  Additionally,  Spectrum's  sales  during  the  current  quarter  were
negatively affected by Spectrum's customers' reduced cash availability resulting
from their inventories of unsold or repurchased  generic gold coins and bullion.
The Company  believes that market  conditions will return to historical norms by
the end of the next quarter.  The Company  notes that,  while  Spectrum's  gross
sales were lower for the  current  quarter,  gross  profits  were not  adversely
affected due to the low margins of the Y2K related gold coins and bullion.

         Offsetting   the  reduced   Spectrum   revenues   was  new  revenue  of
approximately  $ 1,536,000  generated  from Greg  Manning  Direct which were not
included in the prior period, and new coin sales of approximately $ 1,073,000.

Cost of Revenues

         Cost of  revenues  consist  primarily  of the cost of  inventory  sold,
including certain costs relating to the acquisition, handling and maintenance of
that inventory.  Cost of revenues were  approximately  $13,335,000,  or 86.9% of
sales of  merchandise  for the three  months  ended March 31,  2000  compared to
approximately $19,845,000, or 91.1% of sales of merchandise for the three months
ended March 31, 1999.  The Company  attributes  the increase in profit  margin %
primarily to Spectrum's  increase in profit margins,  from 5% during the quarter
ended  March  31,  1999  to 11%  for  the  just  ended  quarter.  Significantly,
Spectrum's  gross  profit  on sales  of owned  inventory  increased  3.2%,  from
approximately  $1,943,000 to approximately $ 2,007,000,  despite the decrease in
its  net  sales  as  described  in  the  preceding  paragraph.   For  additional
information  regarding  cost of  revenues,  please refer to the Cost of Revenues
section for the nine months ended March 31, 1999 and 2000 below.

Marketing and Operating Expenses

         The   Company's   marketing  and   operating   expenses   increased  by
approximately  $ 525,000 (18%) in the three months ended March 31, 2000 compared
to the same period in the prior year. These costs resulted in operating costs of
20% of operating  revenues for the three months ended March 31, 2000 compared to
13% for the comparable period in the prior year.

         Of the $525,000 increase, approximately $153,000 (29%) was attributable
to legal and shareholder  expenses,  approximately  $63,000 (12%) to acquisition
expenses  related to acquiring  Spectrum,  and  approximately  $85,000  (16%) to
non-capitalizable  MIS  infrastructure  improvements.  The remaining increase is
attributable to increased marketing expenditures, salaries and other general and
administrative  expenses  related to expanding  and  improving  the  operational
infrastructure  of the Company to meet  anticipated  demands  from growth in the
eCommerce  marketplace.  Management  believes  that  these  cost  increases  are
consistent  with its  strategy  to  position  the  Company  as a leading  global
eCommerce and collectibles company.

         The  Company's  operations  for the  quarter  ending  March  31,  2000,
resulted in an  operating  profit of  approximately  $1,194,000,  an increase if
approximately $721,000 (152%) compared to the three month period ended March 31,
1999.
<PAGE>
Nine months ended March 31, 2000
Compared with the nine months ended March 31, 1999

Net Revenues

         The Company had a decrease in net  revenues  for the nine months  ended
March 31,  2000,  as compared  to the same  period  ending  March 31,  1999,  of
approximately  $13,801,000  (23%). The primary reason for the decrease was lower
sales by Spectrum of approximately  $17,266,000  (35%). The Company believes the
reduced  Spectrum sales resulted  primarily  from  non-recurring  Y2K influenced
sales of generic  gold coins and bullion.  During the nine month  period  ending
March 31, 1999, Spectrum  experienced sales of generic gold coins and bullion in
significantly  greater than  historical  amounts due, the Company  believes,  to
fears over Y2K and Spectrum's  customers  building their  inventories of gold to
meet perceived  market demands for hard currency.  Additionally,  the Spectrum's
sales  during the period  ending  March 31, 2000,  were  negatively  affected by
Spectrum's customers' reduced cash availability resulting from their inventories
of unsold or repurchased  generic gold coins and bullion.  The Company  believes
that  market  conditions  will  return  historical  norms by the end of the next
quarter.  The Company notes that while  Spectrum's gross sales were down for the
period as stated,  profits were not similarly affected due to the low margins of
the Y2K related gold coins and bullion.

         Offsetting the decrease in revenue generated by Spectrum were increases
in sales by Teletrade of  approximately  $1,584,000  (68%)  compared to the same
period during the prior year, and commission  revenue  generated by Greg Manning
Direct of approximately $1,536,000 which was not reflected in the prior year.

         Commissions  earned by the Company on sales of  consigned  goods during
the nine month period ending March 31, 2000, were approximately $358,000 (10.7%)
greater than commission  revenue  generated  during the same period ending March
31, 1999.  Sales of the Company's  owned  inventory  decreased by  approximately
$15,695,000 (27.7%) during the nine month period ending March 31, 2000, compared
to sales during the same period ending March 31, 1999.

         Gross commission revenue from the Company's auction activities relating
to consigned goods was approximately 19%.

Cost of Revenues

         Cost of revenues  for the  Company for the nine months  ended March 31,
2000, was approximately  $37,116,000,  or 90.5% of sales of merchandise compared
to  approximately  $51,180,000,  or 90.3% of sales of  merchandise  for the nine
months ended March 31, 1999.  Gross profit margins remained  relatively  similar
during the comparable nine month periods.

         Gross  profit  margins for  Spectrum  (a  wholesale  operation)  differ
materially from gross profit margin for the remainder of the Company (a business
to consumer operation). Spectrum's gross profit margin for the nine months ended
March 31, 2000 was  approximately  7%.  Gross  profit  margin for Company  owned
inventory (excluding Spectrum) for the same period was approximately 19%.
<PAGE>
Marketing and Operating Expenses

         The Company recorded an increase in marketing and operating expenses of
approximately  $2,170,000  (26%) for the nine  months  ended  March 31,  2000 as
compared to the same period  ending March 31,  1999.  Of this  increase,  23% is
attributable to increases in marketing and advertising expenses of approximately
$502,000 (an increase of 40% compared to the same period ending March 31, 1999).
Other  significant  components  of the  increase are  attributable  to legal and
shareholder  expenses  (approximately  $159,000,  or 7%),  acquisition  expenses
related   to   acquiring   Spectrum    (approximately    $635,000,    or   29%),
non-capitalizable MIS infrastructure  improvements  ($85,000, or 4%), salary and
wages due primarily to increased  staffing  ($182,000,  or 6%), and depreciation
and  amortization  ($692,000,  or 32%).  Management  believes  that  these  cost
increases are consistent  with its strategy to position the Company as a leading
global eCommerce and collectibles company.

         Also  included  are  approximately  $2,413,000  in  Teletrade  expenses
representing  nine months  through  March 31,  2000,  compared to  approximately
$1,390,000 representing five months through March 31, 1999.

Interest Income and Expense

         Interest expense  decreased  approximately $ 35,000 for the nine months
ended March 31, 2000 as compared to the comparable  period ended March 31, 1999.
The decrease was  primarily  attributable  to decreased  outstanding  borrowings
during the current nine month period.

         The Company  recorded a net loss of  approximately  $ 1,517,000 for the
nine months  ended March 31, 2000 as compared to net income of  approximately  $
608,000  for the  comparable  period  ended  March 31,  1999.  This  change  was
primarily  due to those factors  mentioned  above as well as the gain on sale of
PICK stock of  approximately $ 1,286,000  during the nine months ended March 31,
1999.

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

 Liquidity and Capital Resources

         At  March  31,  2000,  the  Company's   working  capital  position  was
approximately $ 19,802,000, compared to approximately $ 9,143,000 as of June 30,
1999. This increase of approximately  $10,659,000 was primarily due to increases
in auctions and accounts  receivable of  approximately $ 7,708,000 and inventory
of  approximately  $  4,688,000,  and a decrease in demand and notes  payable of
approximately  $6,712,000  which  was  partly  offset  by a  decrease  in  stock
subscriptions  receivable of $ 3,000,000 and an increase in accounts  payable of
approximately $ 6,207,000.

         The  Company  experienced  a  decrease  in  cash  flow  from  investing
activities  for  the  nine  months  ended  March  31,  2000 of  approximately  $
2,566,000.  This was primarily  attributable  to the acquisition of property and
equipment and additional investments in joint ventures..

         The  Company  experienced  an  increase  in cash  flow  from  financing
activities  for  the  nine  months  ended  March  31,  2000 of  approximately  $
11,063,000.  This was primarily  attributable  to the exercise of employee stock
options,  the proceeds from the sale of common stock and the proceeds from stock
subscriptions receivable.
<PAGE>
         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),  the Company will likely require  additional  working  capital in the
future  in order to  further  expand  its  collectibles  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  contemplated  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.


<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  held a Special  Meeting of  Shareholders  on February 18, 2000 to
approve and ratify certain proposals.

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

1.            To approve the issuance of up to 1,754,385 shares of the Company's
              Common  Stock  to  the   shareholders   of  Spectrum   Numismatics
              International,  Inc. ("Spectrum") in connection with the merger of
              Spectrum Acquisition,  Inc., ("Sub") a wholly-owned  subsidiary of
              GMAI, into Spectrum  pursuant to a Merger Agreement dated December
              8,  1999  between  GMAI,  Spectrum,  Sub and the  shareholders  of
              Spectrum.

                  For:                      3,033,767
                  Against:                     84,870
                  Abstain:                      2,944

                  PROPOSAL APPROVED

2.            To  approve  an  amendment  to  GMAI's  restated   certificate  of
              incorporation to increase the number of authorized  shares of GMAI
              common stock from 20 million to 40 million.

                  For:                      4,885,147
                  Against:                    121,953
                  Abstain:                      5,530

                  PROPOSAL APPROVED
<PAGE>
3.       To approve the adoption of amendments to GMAI's 1997 Stock Incentive
          Plan:

                  For:              2,692,039
                  Against:            416,172
                  Abstain:             13,170

                  PROPOSAL APPROVED

Item 5. Other Information.

                  None

Item 6. Exhibits and Reports on Form 8-K

                  (a) Exhibits

                           27  Financial Data Schedule

                  (b) Reports on Form 8-K

                           On March 6, 2000,  the Company filed a Report on Form
                           8-K dated as of  February  18, 2000  reporting  under
                           Item 2 that the Company acquired the capital stock of
                           Spectrum  Numismatics  International,  Inc. On May 5,
                           2000, the Company filed an amendment to the Report on
                           Form 8-K which  included the financial  statements of
                           Spectrum   and  the  related   pro  forma   financial
                           information as required under Item 7.


<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Company  has duly  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized

                                                     GREG MANNING AUCTIONS, INC.



Dated: May 15, 2000
                                                      _/s/________________
                                                        Greg Manning
                                                       Chairman and Chief
                                                        Executive Officer


                                                     __/s/______________
                                                         James Smith
                                                     Chief Financial Officer


<PAGE>




                                  EXHIBIT INDEX

Exhibit

No.               Description

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

27       Financial Data Schedule


<PAGE>