SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


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

      For the quarterly period ended September 30, 2001
                                     ------------------


                                       OR


|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period ________ to ________


                         Commission file number 1-11988


                           GREG MANNING AUCTIONS, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)


           Delaware                                          22-2365834
-------------------------------                         -------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)


775 Passaic Avenue
West Caldwell, New Jersey                                       07006
----------------------------------------                     ----------
(Address of principal executive offices)                     (Zip Code)


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

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

As of November 9, 2001, Issuer had 12,833,242 shares of its Common Stock
outstanding.

<PAGE>

                           GREG MANNING AUCTIONS, INC.

                                Table of Contents


                                                                     Page Number
                                                                     -----------

PART I.   FINANCIAL INFORMATION

Item 1.   Condensed Consolidated Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheets at June 30, 2001
         and September 30, 2001 ............................................1

         Condensed Consolidated Statements of Operations for the
         three months ended September 30, 2000 and 2001 ....................2

         Condensed Consolidated Statements of Stockholders'
         Equity for the three months ended September 30, 2001 ..............3

         Condensed Consolidated Statements of Cash Flows for the
         three months ended September 30, 2000 and 2001 ....................4

         Condensed Consolidated Statement of Comprehensive Income
         for the three months ended September 30, 2000 and 2001 ............5

         Notes to Condensed Consolidated Financial Statements ..............6

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations ..............................12

Item 3.  Quantitative and Qualitative Disclosures About Market Risk .......17


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings ................................................18

Item 2.  Changes in Securities ............................................18

Item 3.  Defaults Upon Senior Securities ..................................18

Item 4.  Submission of Matters to a Vote of Security Holders ..............18

Item 5.  Other Information ................................................18

Item 6.  Exhibits and Reports on Form 8-K .................................18

Signatures ................................................................19




                                      (i)
<PAGE>

PART I.   FINANCIAL INFORMATION


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


                                                     June 30,      September 30,
                                                       2001            2001
                                                     --------      -------------
                     Assets                          (Audited)      (Unaudited)
                     ------
 Current Assets

  Cash and Cash Equivalents                          $  2,158      $  1,418
  Accounts Receivable
      Auctions Receivable                               7,480         6,552
      Advances to Consignors                              853           702
      Other                                               700           450
  Inventory                                            12,866         9,613
  Deferred Tax Asset                                    1,590         1,590
  Prepaid Expenses                                        324           333
                                                     --------      --------
      Total Current Assets                             25,971        20,658

Property and Equipment, Net                             1,422         1,323
Goodwill, Net                                           5,122         4,991
Other Purchased Intangibles, Net                        3,022         2,938
Marketable Securities                                     147            61
Other Non-Current Assets
  Deferred Tax Asset                                    2,554         2,554
  Inventory                                             1,700         1,700
  Advances to Consignors                                  358           372
  Other                                                   156           207
                                                     --------      --------
      Total Assets                                   $ 40,452      $ 34,804
                                                     ========      ========

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

Current Liabilities

  Demand Notes Payable                               $  8,040      $  3,890
  Notes Payable                                            75            67
  Payable to Third Party Consignors                     2,711         1,318
  Accounts Payable                                      4,135         3,773
  Advance from Related Party                               90            --
  Accrued Expenses                                      1,834         1,704
                                                     --------      --------
      Total Current Liabilities                        16,885        10,752
  Notes Payable - Long Term                               168           170
                                                     --------      --------
      Total Liabilities                                17,053        10,922

Stockholders' Equity

Preferred Stock, $.01 par value. Authorized
  10,000 shares; none issued Common Stock,
  $.01 par value Authorized: 40,000 shares
  Issued: September 30, 2001-12,733 shares
  Issued: June 30, 2001-11,987 shares                     120           127
Additional paid in capital                             44,252        45,739
Accumulated other comprehensive income:
  Unrealized loss on marketable securities
      net of tax                                         (143)         (229)
Accumulated Deficit                                   (18,282)      (19,207)
Treasury stock, at cost:
  368 shares at September 30 and June 30, 2001,
     respectively                                      (2,548)       (2,548)
                                                     --------      --------
      Total Stockholders' Equity                       23,399        23,882
                                                     --------      --------
      Total Liabilities and Stockholders' Equity     $ 40,452        34,804
                                                     ========      ========


      See accompanying notes to condensed consolidated financial statements

                                       1
<PAGE>


                           GREG MANNING AUCTIONS, INC.
                      Consolidated Statements of Operations
                    For the Three Months Ended September 30,
                  (amounts in thousands except per share data)
                                   (Unaudited)


                                                          2000           2001
                                                        --------       --------
 Operating Revenues
     Sales of merchandise                               $ 12,930       $ 17,891
     Commissions earned                                    1,477            789
                                                        --------       --------
        Total Revenues                                    14,407         18,680

Cost of merchandise sold                                  11,945         16,501
                                                        --------       --------
        Gross profit                                       2,462          2,179

Operating Expenses
     General and Administrative                            1,140          1,141
     Salaries and Wages                                    1,216          1,145
     Depreciation and Amortization                           363            362
     Marketing                                               616            353
                                                        --------       --------
     Total Operating Expenses                              3,335          3,001
                                                        --------       --------
        Operating Loss                                      (873)          (822)
                                                        --------       --------

Other Income (expense)
Interest Income                                              142             93
Interest Expense                                            (315)          (196)
Loss from operations of investees                           (277)            --
                                                        --------       --------
     Loss before income taxes                             (1,323)          (925)
Benefit from income taxes                                   (423)            --
                                                        --------       --------
Net Loss                                                $   (900)      $   (925)
                                                        ========       ========

Basic Loss per Share
     Weighted average shares
    outstanding                                           10,045         12,319
                                                        ========       ========
     Basic loss per share
                                                        $  (0.09)      $  (0.08)
                                                        ========       ========

Diluted Loss per Share
     Weighted average shares outstanding                  10,045         12,319
                                                        ========       ========
     Diluted Loss per Share                             $  (0.09)      $  (0.08)
                                                        ========       ========


      See accompanying notes to condensed consolidated financial statements

                                       2
<PAGE>


                           GREG MANNING AUCTIONS, INC.
            Condensed Consolidated Statement of Stockholders' Equity
                       July 1, 2001 to September 30, 2001
                             (amounts in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                Unrealized
                                               Common Stock        Additional    Gain (Loss)                               Total
                                             -----------------       Paid-In    on Marketable  Accumulated   Treasury  Stockholders'
                                             Shares        $         Capital     Securities      Deficit      Stock       Equity
                                             ------     ------     ----------   -------------  -----------   --------  -------------
<S>                                          <C>        <C>        <C>          <C>            <C>           <C>        <C>
Balance, June 30, 2001                       11,987        120      $ 44,252      $  (143)      $ (18,282)   $(2,548)    $ 23,399

 Common shares issued relating to
   acquisition of GMD, net of expenses           46                       94                                                   94

 Unrealized loss from Marketable
   securities, net of tax                                                             (86)                                    (86)

 Common shares sold for cash                    700          7         1,393                                                1,400


 Net Loss, September 30,2001                                                                         (925)                   (925)
                                             ------     ------      --------      -------       ---------    -------     --------
 Balance, September 30,2001                  12,733        127      $ 45,739      $  (229)      $ (19,207)   $(2,548)    $ 23,882
                                             ======     ======      ========      =======       =========    =======     ========
</TABLE>


     See accompanying notes to condensed consolidated financial statements

                                       3
<PAGE>

                           GREG MANNING AUCTIONS, INC.
                 Condensed Consolidated Statements of Cash Flows
                    For the Three Months Ended September 30,
                             (amounts in thousands)
                                   (Unaudited)

                                                              2000       2001
                                                            -------    -------
 Cash flows from operating activities:
    Net Loss                                                $  (900)      (925)
    Adjustments to reconcile net loss to net
    cash from operating activities:
       Depreciation and amortization                            353        362
       Provision for bad debts                                  (15)         3
       Provision for inventory reserve                           --        179
       Common Stock issued for services                          --         95
       Equity in loss of equity method investees                277         --
       Deferred tax benefit                                    (363)        --
       (Increase) decrease in assets:
         Auctions receivable                                   (834)       924
         Advances to consignors                                 (43)       137
         Other                                                   --        250
         Inventory                                              933      3,253
         Prepaid expenses and deposits                           53         (9)
         Other assets                                           (58)       (51)
       Increase (decrease) in liabilities:
         Payable to third-party consignors                      988     (1,393)
         Accounts payable                                    (1,086)      (362)
         Accrued expenses and other liabilities                (528)      (129)
         Advance from Related Party                            (550)       (90)
                                                            -------    -------
                                                             (1,594)     2,065

Cash flows from investing activities
    Capital expenditures for property and equipment            (160)       (49)
    Additional goodwill                                         (17)        --
    Purchase of Other Intangibles                              (220)        --
    Investment in equity method  investee                        (7)        --
                                                            -------    -------
                                                               (404)       (49)

Cash flows from financing activities:
    Net proceeds from (repayment of) demand notes payable     3,220     (4,150)
    Repayment of loans and loans payable                       (122)        (6)
    Proceeds from exercise of options                            44         --
    Purchase of Treasury Stock                                 (714)        --
    Proceeds from sale of Common Shares                          --      1,400
                                                            -------    -------
                                                              2,428     (2,756)

Net change in cash and cash equivalents                         430       (740)
Cash and cash equivalents:
    Beginning of period                                       1,092      2,158
                                                            -------    -------
    End of period                                           $ 1,522    $ 1,418
                                                            =======    =======


      See accompanying notes to condensed consolidated financial statements

                                       4
<PAGE>

                           GREG MANNING AUCTIONS, INC.
               Condensed Consolidated Statements of Comprehensive
                                  Income (Loss)
                    For the Three Months Ended September 30,
                             (amounts in thousands)
                                   (Unaudited)



                                             2000             2001
                                           -------          -------
Net Loss                                   $  (900)         $  (925)

Other Comprehensive Income (Loss)
    Unrealized loss on securities,
    net of tax.                                (23)             (86)
                                           -------          -------
Comprehensive Loss                         $  (923)         $(1,011)
                                           =======          =======








     See accompanying notes to condensed consolidated financial statements.

                                       5

<PAGE>

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


(1)   Organization, Business and Basis of Presentation

      Greg Manning Auctions,  Inc.,  together with its wholly owned subsidiaries
Ivy & Mader Philatelic Auctions,  Inc. Greg Manning Galleries,  Inc., Teletrade,
Inc., Spectrum Numismatics International, Inc., Kensington Associates L.L.C. and
Greg Manning  Direct,  Inc. (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, fine art and
rare  coins.  The Company  conducts  both live  auctions  and  auctions  via the
Internet, bringing together purchasers and sellers located throughout the world.
The Company accepts  property for sale at auctions from sellers on a consignment
basis,  and earns a commission on the sale. The Company also sells  collectibles
by private  treaty for a  commission,  and sells its own  inventory  at auction,
wholesale and retail.  In addition,  the Company  maintains a 48%  investment in
GMAI-Asia.com,  Inc.,  which  conducts  retail sales and auction  sales over the
Internet in Asia, particularly in China.

The accompanying  condensed  consolidated  balance sheet as of June 30, 2001 and
September 30, 2001 and related condensed consolidated  statements of operations,
stockholders'  equity,  cash flows and comprehensive  income for the three month
periods ended  September 30, 2000 and 2001 have been prepared from the books and
records  maintained  by the  Company,  in  accordance  with  generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions to Form 10-Q. Accordingly,  they do not include all information and
disclosures  required by generally accepted  accounting  principles for complete
financial statements. In the opinion of management,  all adjustments,  which are
of a normal recurring nature,  considered necessary for a fair presentation have
been included.  For further  information,  refer to the  consolidated  financial
statements and disclosures thereto in the Company's Form 10-K for the year ended
June 30, 2001 filed with the Securities and Exchange Commission.  The results of
operations  for such  periods  are not  necessarily  indicative  of the  results
expected for the full fiscal year or for any future period.


(2)   Summary of Certain Significant Accounting Policies

Revenue Recognition

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

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

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


                                       6
<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.  When  however,  in the
opinion of a  competent  authority  mutually  acceptable  to the Company and the
purchaser,  a lot is declared otherwise,  the purchase price will be refunded in
full if the lot is returned to the Company  within a specified  period.  In such
event,  the Company  will return such lot to the  consignor  before a settlement
payment  has been  made to such  consignor  for such lot in  question.  To date,
returns have not been material.  Large  collections are generally sold on an "as
is" basis.


Principles of Consolidation

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

Business Segment

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

                                               For the Three Months Ended
                                      -----------------------------------------
                                         September 30,            Percentages
                                      -------------------      ----------------
                                       2000         2001       2000        2001
                                      -------     -------      -----      -----
 Aggregate Sales                       22,838      22,972       100%       100%
                                      =======     =======      =====      =====
      By Source:
          A. Auction                    9,913       5,081        43%        22%
          B. Sales of Inventory        12,925      17,891        57%        78%
                                      -------     -------      -----      -----

      By Market:
          Philatelics                   4,833       1,505        21%         7%
          Numismatics                  13,349      17,429        59%        76%
          Sports Collectibles           2,702         980        12%         4%
          Diamond                          38           -         0%         0%
          Art                               1           6         0%         0%
          Other Collectibles            1,915       3,052         8%        13%


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

Accounts Receivable

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

      As of June 30 and September 30, 2001, the allowance for doubtful  accounts
included in auction receivables was approximately $845 and $849, respectively.


                                       7
<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  periods  ranging  from  five to  twenty  years.  Total  accumulated
amortization  at June 30, and  September 30, 2001 was  approximately  $3,330 and
$3,460,  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 three months
ended September 30, 2000 and 2001 was approximately $185 and $131 respectively.

      Other Purchased Intangibles

      Other Purchased Intangibles  consisting of Trademarks,  Customer Lists and
Supplier  Agreements,  purchased  as part  of  business  acquisitions  or in the
ordinary   course  of  business  are  presented   net  of  related   accumulated
amortization  and are being  amortized on a  straight-line  basis over a 20-year
period for  Trademarks  and a 5-year  period  for  Customer  Lists and  Supplier
Agreements. Total accumulated amortization at June 30 and September 30, 2001 was
approximately $1,083 and $1,167,  respectively.  Amortization expense charged to
operations  for  the  three  months  ended  September  30,  2000  and  2001  was
approximately $67 and $84, respectively.

Investments

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

      Marketable  securities available for sale as of June 30, and September 30,
2001 is as follows:

                                                                    Market
                                                        Cost      Unrealized
                                                        Value     Gain (Loss)
                                                        -----     -----------
June 30, 2001           Common Stock      $ 385         $ 147       $ (238)
                                          =====         =====       =======
September 30, 2001      Common Stock      $ 385         $  61       $ (324)
                                          =====         =====       =======


Earnings (loss) per common and common equivalent share

      Basic  earnings  per share is  computed by dividing  income  available  to
common shareholders by the weighted-average  number of common shares outstanding
during the period.  Diluted  earnings  per share is computed by dividing  income
available to common shareholders by the weighted-average number of common shares
outstanding  during the period  increased  to include  the number of  additional
common shares that would have been outstanding if the dilutive  potential common
shares had been issued. The dilutive effect of the outstanding  options would be
reflected in diluted  earnings per share by  application  of the treasury  stock
method.  There is no dilutive effect to these options for the three months ended
September 30, 2000 and 2001.


                                        8
<PAGE>

Comprehensive Income

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

New Accounting Pronouncements

In July 2001, the FASB also issued Statement of Financial  Accounting  Standards
No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets," which is effective
for fiscal years beginning  after December 15, 2001.  Certain  provisions  shall
also be applied to acquisitions  initiated subsequent to June 30, 2001. SFAS 142
supercedes  APB Opinion No. 17  "Intangible  Assets" and  requires,  among other
things,  the  discontinuance of amortization  related to goodwill and indefinite
lived intangible assets. These assets will then be subject to an impairment test
at least annually.  In addition,  the standard includes provisions upon adoption
for the reclassification of certain existing recognized intangibles as goodwill,
reassessment  of  the  useful  lives  of  existing  recognized  intangibles  and
reclassification of certain intangibles out of previously reported goodwill.

The Company will adopt SFAS 142 effective July 1, 2002, which will result in the
Company no longer  amortizing  its existing  goodwill.  At  September  30, 2001,
goodwill and other purchased intangibles approximated $12.6 million and goodwill
and other purchased  intangibles  amortization  approximated  $4.6 million as of
September 30, 2001,  respectively.  In addition, the Company will be required to
measure  goodwill  for  impairment  as part of the  transition  provisions.  The
Company will not be able to determine if an  impairment  will be required  until
completion of such impairment test.

(3)   Inventories

      Inventories as of June 30, 2001 consisted of the following:

                                           Current      Non-current       Total
                                           -------      -----------      -------
          Stamps                           $ 1,151        $   500        $ 1,651
          Sports Collectibles                  957            350          1,307
          Coins                              7,971            500          8,471
          Art                                  312             --            312
          Other                              2,475            350          2,825
                                           -------        -------        -------
                                            12,866        $ 1,700        $14,566
                                           =======        =======        =======

      Inventories as of September 30, 2001 consisted of the following:

                                           Current      Non-current       Total
                                           -------      -----------      -------
           Stamps                          $ 1,117        $   500        $ 1,617
           Sports Collectibles               1,358            350          1,708
           Coins                             6,821            500          7,321
           Art                                 311             --            311
           Other                                 6            350            356
                                           -------        -------        -------
                                           $ 9,613        $ 1,700        $11,313
                                           =======        =======        =======


The Company has provided an inventory reserve of approximately $2,900 and $1,860
at June 30 and  September  30, 2001,  respectively.  The  non-current  inventory
represents  an estimate  of total  inventory,  which is not  expected to be sold
within one year.

      Inventories are stated at the lower of cost or market.  In instances where
bulk  purchases are made,  the cost  allocation is based on the relative  market
values  of the  respective  goods.  The


                                       9
<PAGE>

Company has agreements with certain suppliers to share the net profits or losses
attributable to the sale of specific items of inventory.


(4)   Related-party Transactions

      Certain  directors of the Company  provide legal,  computer and consulting
services to the Company.  Such expenditures  were  approximately $67 and $90 for
the three months ended September 30, 2000 and 2001, respectively.

Included  in  Accounts   Receivable  at  September  30  and  June  30,  2001  is
approximately  $41 which is due from  Collectibles  Realty  Management (CRM) and
will be collected in the ordinary course of business.

      For the three  months  ended  September  30, 2000 and 2001,  purchases  of
approximately  $358 and  $1,874,  respectively  were  made to an  equity  method
investee of the Company and a former  stockholder of Spectrum,  who is a current
stockholder of the Company.

      The Company acts as an agent of Afinsa regarding their stock  subscription
agreement with  GMAI-Asia.com,  Inc. Under this agreement,  the Company receives
funds from Afinsa and advances such funds to GMAI-Asia.com, Inc. on an as-needed
basis.  There is no segregation of these funds. Such amount liable to be paid to
GMAI-Asia.com,  Inc.  is  $90  and  $0  at  June  30  and  September  30,  2001,
respectively and is included in Advance from Related Party.

      During the three months  ended  September  30, 2000 and 2001,  the Company
paid Mr.  Manning  approximately  $48 and $28,  respectively,  of debt guarantee
fees.


(5)   Debt

      The  Company has a credit  agreement  with Brown  Brothers  Harriman & Co.
("Brown  Brothers")  pursuant  to which  Brown  Brothers  agreed to provide  the
Company with a credit facility of up to $500. The Company pays an annual fee for
the  facility  equal to one quarter of one  percent of the total  amount of such
facility.  Borrowings  under this facility bear interest at the rate of 2% above
Brown Brothers base rate, which was 7.75 % at June 30 and 7.0 % at September 30,
2001,  and are payable on demand.  At June 30 and September 30, 2001,  borrowing
under this facility  totaled  $2,400 and $500,  respectively.  Absent a material
adverse change or event of default as determined by Brown Brothers, with respect
to the revolving  credit loan,  Brown Brothers has agreed to provide the Company
with a 120-day  notification period prior to issuing a demand for repayment,  so
long as the  Company is in  compliance  with  certain  financial  and  operating
guidelines. This loan was subsequently paid off in full on October 17, 2001.

      The Company's  obligations  to Brown  Brothers under the above credit loan
facility was  collateralized by the Company's accounts  receivable,  advances to
consignors,  and inventory.  The loan agreements  contained  various  guidelines
(including  those relating to minimum  tangible net worth and interest  coverage
ratio) which the Company must adhere to and which prohibits payment of dividends
or like distributions  without the consent of Brown Brothers.  Absent a material
adverse  change or event of  default  as  determined  by Brown  Brothers,  Brown
Brothers  had 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 three months ended
September  30,  2001,  the  Company  was not in  compliance  with the  guideline
relating to the formula of earnings before  interest,  depreciation and taxes to
interest  expense.  As a result,  Brown  Brothers had the right under the credit
agreement to demand immediate  repayment of all amounts  outstanding without the
otherwise  applicable  120-day  notice  period.  At October 17, 2001, the day on
which the Brown  Brothers  facility  was paid in full,  Brown  Brothers  had not
demanded such repayment.


                                       10
<PAGE>

      Spectrum  has a credit  agreement  with Bank of America  pursuant to which
Bank of  America  agreed to provide  Spectrum  with a credit  facility  of up to
$10,000  subject to adjustments as defined in the agreement.  The loan agreement
allows for borrowings based on the lesser of $10,000 or a percentage of eligible
inventories  and  accounts  receivable  or 50% of the market value of GMAI stock
pledged as collateral.  The Company pays an annual fee for the facility equal to
one  quarter of one  percent of the total  amount of such  facility.  Borrowings
under this facility bear interest at Bank of America base rate,  which was 7.25%
at June 30, 2001 and 6.5 % at  September  30, 2001 and.  The credit  facility is
personally  guaranteed  by Greg  Manning who has pledged  700,000  shares of the
Company  owned   personally   by  Mr.   Manning.   Additionally,   the  line  is
collateralized  by all of the assets of Spectrum and is  guaranteed  by GMAI. In
connection  with this  agreement,  the Company pays Mr. Manning a guarantee debt
fee that is based on 3% per annum of the average loan balance  outstanding  each
month.  Total  borrowing under this line of credit totaled $5,200 at June 30 and
$2,950 at  September  30,  2001.  The  Company  plans to repay  all  outstanding
balances under this facility by November 30, 2001. $675,000 remained outstanding
under this facility at November 1, 2001.

      There is an advance from a consignor which was, upon settlement, converted
to a demand loan bearing an interest rate of 15% per annum in the amount of $440
at June 30,2001 and September 30,2001.


(6)   Major Customers

      The Company had one major customer that accounted for approximately 15% of
total sales during the three months ended  September 30, 2001 and 7% of accounts
receivable  at September 30, 2001.  Such  customer has certain  supply and sales
agreements  with the Company.  Major  customers are  considered to be those that
accounted for more than 10% of sales.


(7)   Supplementary Cash Flow Information

      Following is a summary of supplementary cash flow information:

                                 Three Months Ended
                                    September 30,
                                   (in thousands)

                                       2000          2001
                                     -------        ------
 Interest paid                       $   300        $  331
 Income taxes paid                         4            16

 Summary of significant
   non-cash transactions:

 Income Tax effect of the
 exercise of options                 $    58             -

 Issuance of shares related
 to the acquisition of GMD.          $   116        $   95





                                       11
<PAGE>

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

      This  Report  contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934,  including,  without limitation,  statements regarding the
Company's  expectations,  beliefs,  intentions  or  future  strategies  that are
signified  by the words  "expects",  "anticipates",  "intends",  "believes",  or
similar language.  All forward-looking  statements included in this document are
based on  information  available  to the  Company  on the date  hereof,  and the
Company  assumes no  obligation to update any such  forward-looking  statements.
Actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements.  In evaluating the Company's business,  prospective
investors should carefully  consider the information set forth below, and in the
Company's Form 10-K, and in its Proxy  Statement,  filed with the Securities and
Exchange Commission on October 26, 2001 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.

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

General

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

      The  Company's  operating  expenses  consist  of the  cost of sales of the
Company's  inventory  and  general and  administrative  expenses  and  marketing
expenses  for the three months ended  September  30, 2000 and 2001.  General and
administrative expenses are incurred to pay employees and to provide support and
services  to  those  employees,  including  the  physical  facilities  and  data
processing.  Marketing  expenses  are  incurred to promote  the  services of the
Company to sellers and buyers of  collectibles  through  advertising  and public
relations,  producing  and  distributing  its auction  catalogs  and  conducting
auctions.

Three months ended September 30, 2001 Compared with the three months ended
September 30, 2000

      The Company recorded an increase in net revenues of  approximately  $4,273
(30%) from  approximately  $14,407 for the three months ended September 30, 2000
to approximately $18,680 for the three months ended September 30, 2001.

      Sales  of  owned  inventory   increased   during  the  current  period  by
approximately  $4,961 (38%) and was partly  offset by a decrease in  commissions
earned of approximately $688 (47%),  reflecting a decrease in sales of consigned
material.  Most of the  increase in sales of owned  inventory  was the result of
increased coin sales by Spectrum,  ($4,534) reflecting a general increase in the
market for collectible coins.

      Gross profit decreased  approximately $283 (11%) from approximately $2,462
for the three months ended  September 30, 2000 to  approximately  $2,179 for the
three months ended September 30, 2001.  Gross profit margins  decreased from 17%
to 12% for the three months ended September 30, 2000 and 2001, respectively.

      The Company's operating expenses decreased approximately $334 (10%) during
the three months ended  September 30, 2001 as compared to the same period in the
prior year. Marketing expenses decreased approximately $263 (43%),  depreciation
and  amortization  increased  approximately  $3,  salaries


                                       12
<PAGE>

and  wages  decreased  approximately  $70 (6%) and  general  and  administrative
expenses  decreased  approximately  $4. These decreases reflect the execution of
the Company's  strategic plan to complete changes to the  infrastructure  of the
Company to react to current market conditions experienced by the Company.

      These decreased  costs,  in combination  with revenue  decreases,  had the
effect of decreasing  operating costs as a percentage of operating  revenue from
23% during the three months ended  September 30, 2000 to 16% for the same period
ended September 30, 2001. As compared to aggregate sales,  these costs decreased
from 14.6% in September 2000 to 13.1% in 2001.

      Interest  expense  (net of  interest  income) for the three  months  ended
September  30,  2001  decreased  approximately  $71 from  approximately  $174 to
approximately $103.

      The  Company's  effective  tax  rate for the  three  month  periods  ended
September 30, 2000 and 2001 were  approximately  32% and 0%,  respectively.  The
difference primarily relates to a valuation allowance provided for net operating
loss  carryforwards.  This  rate may  change  during  the  remainder  of 2001 if
operating results or acquisition related costs differ significantly from current
projections.

      The Company's  decrease in operating losses of approximately  $51, coupled
with a decrease in losses from operations of equity  investees of  approximately
$277,  resulted in a decrease in net losses before income taxes of approximately
$398  for  the  current  three  month  period,  from  approximately   $1,323  to
approximately  $925 for the three  months  ended  September  30,  2000 and 2001,
respectively.

Liquidity and Capital Resources

      At  September  30,  2001,  the  Company's  working  capital  position  was
approximately $9,906,  compared to approximately $9,086 as of June 30, 2001.This
net increase of  approximately  $820 was primarily due to decreases in inventory
of approximately $3,253 largely from the sale of substantially all of the assets
of the  comic  and movie  poster  division  and  lower  accounts  receivable  of
approximately  $928 due to the company having less live auctions during the last
two weeks of  September.  These were offset by decreases in demand notes payable
of  approximately  $ 4,150 as bank  loans  were  paid down and by  decreases  in
amounts payable to third party auction consignors of $1,392.

      The Company experienced an increase in cash flow from investing activities
for the three months ended  September 30, 2001 of  approximately  $355. This was
primarily  attributable  to the  acquisition of property and equipment and other
purchased intangibles during the prior year.

      The Company experienced a decrease in cash flow from financing  activities
for the three months ended September 30, 2001 of approximately  $5,184. This was
primarily attributable to the repayment of demand notes payable of approximately
$4,150.

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

      Management  believes that the Company's cash flow from ongoing  operations
supplemented by the Company's working capital credit facilities will be adequate
to fund the  Company's  working  capital  requirements  for the next 12  months.
However,  to complete any of the Company's proposed  expansion


                                       13
<PAGE>

activities  or to make any  significant  acquisitions,  the Company may consider
exploring financing alternatives including increasing its working capital credit
facilities or raising additional debt or equity capital.

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

Risk Factors

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

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

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

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

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

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

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


                                       14
<PAGE>

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

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

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

o  The Company's  business will be adversely  affected if use of the Internet by
   consumers,  particularly  purchasers  of  collectibles,  does not continue to
   grow.  A number of factors may  inhibit  consumers  from using the  Internet.
   These  include   inadequate   network   infrastructure,   security  concerns,
   inconsistent  quality  of  service  and a lack of  cost-effective  high-speed
   service. Even if Internet use grows, the Internet's infrastructure may not be
   able to support the demands  placed on it by this growth and its  performance
   and reliability  may decline.  In addition,  many Web sites have  experienced
   service  interruptions  as a result of  outages  and other  delays  occurring
   throughout  the  Internet  infrastructure.  If these  outages or delays occur
   frequently  in the  future,  use  of  the  Internet,  as  well  as use of the
   Company's Web sites, could grow more slowly or decline.

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

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

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

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

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

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


                                       15
<PAGE>

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

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

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

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

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

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

            -     the potential unknown liabilities associated with the acquired
                  businesses.







                                       16
<PAGE>


Item 3.   Quantitative and Qualitative Disclosures About Market Risk

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

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

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

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





                                       17
<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

          None

Item 5.   Other Information.

          None

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               None

          (b)  Reports on Form 8-K

               None




                                       18
<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


Dated:  November 12, 2001               GREG MANNING AUCTIONS, INC.



                                        /s/  Greg Manning
                                        --------------------------------------
                                        Greg Manning
                                        Chairman and Chief Executive Officer


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







                                       19