SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarterly period ended December 31, 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 February 13, 2002, Issuer had 13,008,242 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 December 31, 2001                                   3

      Condensed Consolidated Statements of Operations for the
      three and six months ended December 31, 2000 and 2001                 4

      Condensed Consolidated Statements of Stockholders' Equity
      for the six months ended December 31, 2001                            5

      Condensed Consolidated Statements of Cash Flows for the
      six months ended December 31, 2000 and 2001                           6

      Condensed Consolidated Statement of Comprehensive Income
      for the six months ended December 31, 2000 and 2001                   7

      Notes to Condensed Consolidated Financial Statements                  8

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                14

Item 3. Quantitative and Qualitative Disclosures About Market Risk         19

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings                                                  21

Item 2. Changes in Securities                                              21

Item 3. Defaults Upon Senior Securities                                    21

Item 4. Submission of Matters to a Vote of Security Holders                21

Item 5. Other Information                                                  22

Item 6. Exhibits and Reports on Form 8-K                                   22

Signatures                                                                 23


                                       2

<PAGE>

<TABLE>
<CAPTION>

PART I. FINANCIAL INFORMATION

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

                                                         June 30,          December 31,
                                                           2001                2001
                                                        ---------          ------------
             Assets                                     (Audited)           (Unaudited)

<S>                                                    <C>                 <C>
 Current Assets
  Cash and Cash Equivalents
                                                       $     2,158         $       999
  Accounts Receivable
   Auctions Receivable                                       7,480               4,884
   Advances to Consignors                                      853                 493
   Other                                                       700                 450
  Inventory                                                 12,866              13,061
  Deferred Tax Asset                                         1,590               1,590
  Prepaid Expenses                                             324                 494
                                                       -----------         -----------
   Total Current Assets                                     25,971              21,971

 Property and Equipment, Net                                 1,422               1,184
 Goodwill, Net                                               5,122               4,860
 Other Purchased Intangibles, Net                            3,022               2,871
 Marketable Securities                                         147                  85
 Other Non-Current Assets
  Deferred Tax Asset                                         2,554               2,554
  Inventory                                                  1,700               1,700
  Advances to Consignors                                       358                 358
  Other                                                        156                 167
                                                       -----------         -----------
   Total Assets                                        $    40,452         $    35,750
                                                       ===========         ===========

          Liabilities and Stockholders' Equity
 Current Liabilities
  Demand Notes Payable                                 $     8,040         $       440
  Notes Payable                                                 75               4,159
  Payable to Third Party Consignors                          2,711               1,490
  Accounts Payable                                           4,135               3,047
  Advance from Related Party                                    90                --
  Accrued Expenses                                           1,834               1,179
                                                       -----------         -----------

   Total Current Liabilities                                16,885              10,315

  Notes Payable - Long Term                                    168               2,005
                                                       -----------         -----------

                                                            17,053              12,320

 Preferred Stock, $.01 par value. Authorized
  10,000 shares; none issued
 Common Stock, $.01 par value. Authorized:
40,000 shares
  Issued: December 31, 2001-13,008 shares,
 June 30, 2001-11,987 shares                                   120                 130

 Additional paid in capital                                 44,252              46,287
 Accumulated other comprehensive income:
  Unrealized loss on marketable securities net of
   taxes                                                      (143)               (205)

 Accumulated deficit                                       (18,282)            (20,234)
 Treasury stock, at cost: 368 shares at
December 31 and June 30, 2001, respectively                 (2,548)             (2,548)
                                                       -----------         -----------

   Total Stockholders' Equity                               23,399              23,430
                                                       -----------         -----------
   Total Liabilities and Stockholders' Equity          $    40,452         $    35,750
                                                       ===========         ===========
</TABLE>

      See accompanying notes to condensed consolidated financial statements


                                       3

<PAGE>

                           GREG MANNING AUCTIONS, INC.
                 Condensed Consolidated Statements of Operations
                 For the Three And Six Months Ended December 31,
                  (amounts in thousands except per share data)
                                   (Unaudited)

                                      Three Months Ended    Six Months Ended
                                         December 31,         December 31,
                                     --------------------- --------------------
                                       2000       2001       2000      2001
                                     ---------- ---------- --------- ----------
 Operating Revenues
 Sales of merchandise              $ 12,353    $ 16,474    $ 25,283    $ 34,365
 Commissions earned                   1,174         962       2,651       1,750
                                   --------    --------    --------    --------
 Total Revenues                      13,527      17,436      27,934      36,115
Cost of merchandise sold             11,288      15,030      23,233      31,531
                                   --------    --------    --------    --------
 Gross profit                         2,239       2,406       4,701       4,584
Operating Expenses
 General and Administrative           1,212       1,259       2,361       2,399
 Depreciation and Amortization          382         341         735         703
 Salaries and Wages                   1,322       1,069       2,539       2,214
 Acquisition and Merger Costs           204        --           204        --
 Marketing                              461         327       1,077         681
                                   --------    --------    --------    --------
 Total Operating Expenses             3,581       2,996       6,916       5,997
                                   --------    --------    --------    --------
 Operating Loss                      (1,342)       (590)     (2,215)     (1,413)
                                   --------    --------    --------    --------
Other Income (expense)
Interest Income                         117        --           259          92
Interest Expense                       (382)       (188)       (698)       (381)
Loss from operations of investees      (432)       (250)       (708)       (250)
                                   --------    --------    --------    --------
 Loss before income taxes            (2,039)     (1,028)     (3,362)     (1,952)
Benefit from income taxes              (604)       --        (1,027)       --
                                   --------    --------    --------    --------
Net Loss                           $ (1,435)   $ (1,028)   $ (2,335)   $ (1,952)
                                   ========    ========    ========    ========
Basic Loss per Share
 Weighted average shares
outstanding                          10,060      12,903      10,054      12,611
                                   ========    ========    ========    ========
 Basic loss per share              $  (0.14)   $  (0.08)   $  (0.23)   $  (0.15)
                                   ========    ========    ========    ========
Diluted Loss per Share
 Weighted average shares
outstanding                          10,060      12,903      10,054      12,611
                                   ========    ========    ========    ========
 Diluted Loss per Share            $  (0.14)   $  (0.08)   $  (0.23)   $  (0.15)
                                   ========    ========    ========    ========

      See accompanying notes to condensed consolidated financial statements


                                       4

<PAGE>

<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
            Condensed Consolidated Statement of Stockholders' Equity
                        July 1, 2001 to December 31, 2001
                             (amounts in thousands)
                                   (Unaudited)
                                   Unrealized

                                                                     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                     95                                                       95

Unrealized loss from marketable
 securities                                                              (62)                                          (62)

Common shares sold for cash             975          10      1,940                                                   1,950

Net loss, December 31, 2001                                                             (1,952)                     (1,952)
                                   --------    --------   --------   --------       -----------    ----------     ---------

Balance, December 31, 2001           13,008    $    130   $ 46,287   $  (205)      $   (20,234)   $   (2,548)    $  23,430
                                   ========    ========   ========   ========       ===========    ==========     =========
</TABLE>


      See accompanying notes to condensed consolidated financial statements



                                       5

<PAGE>

                           GREG MANNING AUCTIONS, INC.
                 Condensed Consolidated Statements of Cash Flows
                      For the Six Months Ended December 31,
                             (amounts in thousands)
                                   (Unaudited)

                                                   2000        2001
                                                ----------  ----------
 Cash flows from operating activities:
  Net Loss                                      $  (2,335)  $ (1,952)
  Adjustments to reconcile net loss
  to net cash from operating activities:
   Depreciation and amortization                      724        710
   Provision for bad debts                            (16)       (44)
   Provision for inventory reserve                    219         --
   Common Stock issued for services                    --         95
   Equity in loss of equity method investees          709        250
   Deferred tax benefit                            (1,027)        --
   (Increase) decrease in assets:
   Auctions receivable                                354      2,891
   Advances to consignors                             726        359
   Inventory                                         (615)      (445)
   Prepaid expenses and deposits                      (41)      (169)
   Other assets                                       (14)       240
   Increase (decrease) in liabilities:
   Payable to third-party consignors                1,615     (1,221)
   Accounts payable                                   491     (1,162)
   Accrued expenses and other liabilities             248       (654)
   Advance from Related Party                      (1,400)       (90)
                                                 --------   --------
                                                     (362)    (1,192)
 Cash flows from investing activities
  Capital expenditures for property and equipment    (419)       (61)
  Additional goodwill                                (281)        --
  Investment in equity method investee                (16)      (250)
                                                 --------   --------
                                                     (716)      (311)
 Cash flows from financing activities:
  Net proceeds from (repayment of) demand
   notes payable                                    3,355     (3,500)
  Net proceeds from (repayment of) loans
   payable                                            399      1,894
  Proceeds from exercise of options                    40         --
  Purchase of Treasury Stock                       (1,111)        --
  Proceeds from sale of Common Shares                  --      1,950
                                                 --------   --------
                                                    2,683        344
 Net change in cash and cash equivalents            1,605     (1,159)
 Cash and cash equivalents:
  Beginning of period                               1,092      2,158
                                                 --------   --------
  End of period                                 $   2,697   $    999
                                                 ========   ========

      See accompanying notes to condensed consolidated financial statements


                                       6

<PAGE>

                           GREG MANNING AUCTIONS, INC.

            Condensed Consolidated Statements of Comprehensive Income
                      For the Six Months Ended December 31,
                                 (in thousands)
                                   (Unaudited)


                                           2000                  2001
                                       -----------          -------------

Net Loss                               $   (2,335)          $    (1,952)

Other Comprehensive Income
(Loss)
 Unrealized loss on securities,
 net of taxes.                                (69)                  (62)
                                       ----------           -----------
Comprehensive Loss                     $   (2,404)          $    (2,014)
                                       ==========           ===========

     See accompanying notes to condensed consolidated financial statements.



                                       7

<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
December 31, 2001 and related condensed consolidated statements of operations
for the three and six months ended December 31, 2001, stockholders' equity, cash
flows and comprehensive income for the six month period ended December 31, 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.


                                       8

<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 Six Months Ended
                               -----------------------------------------
                                          December 31,       Percentages
                               -----------------------------------------
                                       2000          2001    2000  2001
                               -----------------------------------------

 Aggregate Sales                        42,205      45,861   100%  100%
     By Source:                       ========    ========   ====  ====

        A. Auction                      16,922       9,746    40%   21%
        B. Sales of Inventory           25,283      36,115    60%   79%
                                      --------    --------  -----  ----
     By Market:

        Philatelics                      8,173       4,845    19%   11%

        Numismatics                     24,552      35,027    59%   76%
        Sports Collectibles              3,442       1,932     8%    4%

        Diamond                             83           -     0%    0%

        Art                                 10          31     0%    0%
        Other
        Collectibles                     5,945       4,026    14%    9%


      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.

                                       9

<PAGE>

           As of June 30 and December 31, 2001, the allowance for doubtful
accounts included in auction receivables was approximately $845 and $801,
respectively.

Intangible Assets

      Goodwill

      Goodwill primarily includes the excess purchase price paid over the fair
value of the net assets acquired. Goodwill is being amortized on a straight-line
basis over periods ranging from five to twenty years. Total accumulated
amortization at June 30, and December 31, 2001 was approximately $3,330 and
$3,591, 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 and six
months ended December 31, 2000 was approximately $76 and $143 respectively, and
for the three and six months ended December 31, 2001 was approximately $131 and
$261, 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 December 31, 2001 was
approximately $1,083 and $1,233, respectively. Amortization expense charged to
operations for the three and six months ended December 31, 2000 were
approximately $76 and 143, respectively, and for the three and six months ended
December 31, 2001 was approximately $66 and $150, 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 December 31,
2001 is as follows:

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

June 30, 2001        Common Stock      $ 385          $ 147        $(238)
                                       =====          =====        =====
December 31, 2001    Common Stock      $ 385          $  85        $(300)
                                       =====          =====         =====


                                       10

<PAGE>

Earnings (loss) per common and common equivalent share

               Basic earnings per share is computed by dividing income available
to common shareholders by the weighted-average number of common shares
outstanding during the period. Diluted earnings per share is computed by
dividing income available to common shareholders by the weighted-average number
of common shares outstanding during the period increased to include the number
of additional common shares that would have been outstanding if the dilutive
potential common shares had been issued. The dilutive effect of the outstanding
options would be reflected in diluted earnings per share by application of the
treasury stock method. There is no dilutive effect to these options for the
three and six months ended December 31, 2000 and 2001.

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 December 31, 2001,
goodwill and other purchased intangibles approximated $12.6 million and goodwill
and other purchased intangibles amortization approximated $4.6 million as of
December 31, 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
                                ========      =========   =========


                                       11

<PAGE>

      Inventories as of December 31, 2001 consisted of the following:

                              Current     Non-Current      Total
                             ---------    -----------   -----------
        Stamps                    723          500         1,223
        Sports Collectibles     1,786          350         2,136
        Coins                   9,753          500        10,253
        Art                       303            -           303
        Other                     496          350           846
                               ------       -----        -------
                               13,061        1,700        14,761
                               ======       ======       =======

The Company has provided an inventory reserve of approximately $2,900 and $1,738
at June 30 and December 31, 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 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 $46 and $136 for
the three and six months ended December 31, 2001, respectively.

       Included in Accounts Receivable at June 30, 2001 and December 31, 2001 is
approximately $41 which is due from Collectibles Realty Management (CRM) and
will be collected in the ordinary course of business.

               The Company acts as an agent of Afinsa Bienes Tangibles,
S.A.("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 December 31, 2001, respectively and is included in Advance
from Related Party.

              During the three and six months ended December 31, 2000, the
Company paid Mr. Manning approximately $47 and $95, respectively, of debt
guarantee fees. These fees totaled $4 and $32, respectively, for the three and
six months ended December 31, 2001.


(5) Debt

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


                                       12

<PAGE>

December 31, 2001 this demand loan was bearing an interest rate of 8% annum on
the $440 as a result of the rate being renegotiated to an annual rate of 8% as
of December 13, 2001. As of February 11, 2002, this loan had been paid down to
$140.

             The Company has a note payable in the amount of $3,350,
collateralized by specific coin inventory with an interest rate of 9% with
quarterly payments of $500 commencing in April 2002 until the loan is repaid in
August 2003. Additionally, the Company has a note with the Capital Coin Fund in
the amount of $2,600 at December 31,2001. The loan is collateralized by
inventory and has an interest rate of 10% with no specific repayment schedule.
This agreement expires July 31, 2002.

       The Company has also entered into an agreement with Afinsa to which
Afinsa agreed to provide the Company with a credit facility of up to $2,000.
Borrowings under this facility bear interest at an annual rate of 8%. The
agreement also provides that any borrowings not repaid in accordance with the
terms of the agreement may be converted into GMAI stock at the discretion of
Afinsa. As of December 31,2001, no amounts had been used or remained outstanding
under this facility.

(6) Major Customers

            The Company had one major customer that accounted for approximately
16% of total sales for the three and six months ended December 31, 2001 and 1%
of accounts receivable at December 31, 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:

                                Six Months Ended
                                  December 31,
                                 (in thousands)
                               2000          2001
                             ---------     --------

 Interest paid               $  677     $    397
 Income taxes paid                4           16

        Summary of significant non-cash transactions:

 Income Tax effect of the    $    58    $      -
 exercise of options

 Options issued relating to
 professional services            90           -

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


                                       13

<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 December 31, 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 December 31, 2001
Compared with the three months ended December 31, 2000

      The Company recorded an increase in net revenues of approximately $3,909
(29%) from approximately $13,527 for the three months ended December 31, 2000 to
approximately $17,436 for the three months ended December 31, 2001.

      Sales of owned inventory increased during the current period by
approximately $4,121(33%) and was partly offset by a decrease in commissions
earned of approximately $212 (18%), 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, ($4,331) reflecting a general increase in the
market for collectible coins.

      Gross profit increased approximately $167 (7%) from approximately $2,239
for the three months ended December 31, 2000 to approximately $2,406 for the
three months ended December 31, 2001. Gross profit margins decreased from 17% to
14% for the three months ended December 31, 2000 and 2001, respectively.

                                       14
<PAGE>

      The Company's operating expenses decreased approximately $586 (16%) during
the three months ended December 31, 2001 as compared to the same period in the
prior year. Marketing expenses decreased approximately $134 (29%), depreciation
and amortization decreased approximately $41 (11%), salaries and wages decreased
approximately $253 (19%) and general and administrative expenses increased
approximately $47 (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. In addition, the
Company spent approximately $204 in merger and acquisition costs in fiscal 2001,
with no such expenditures in 2002.

      These decreased costs, in combination with revenue increases, had the
effect of decreasing operating costs as a percentage of operating revenue from
26% during the three months ended December 31, 2000 to 17% for the same period
ended December 31, 2001. As compared to aggregate sales, these costs decreased
from 18% in December 2000 to 13.0% in 2001.

      Interest expense (net of interest income) for the three months ended
December 31, 2001 decreased approximately $77 from approximately $265 to
approximately $188.

      The Company's effective tax rate for the three month periods ended
December 31, 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 $752, coupled
with an decrease in losses from operations of equity investees of approximately
$182, resulted in a decrease in net losses before income taxes of approximately
$1,011 for the current three month period, from approximately $2,039 to
approximately $1,028 for the three months ended December 31, 2000 and 2001,
respectively.

Six months ended December 31, 2001
Compared with the six months ended December 31, 2000

      The Company had an increase in net revenues of approximately $8,181 (29%)
from approximately $27,934 to approximately $36,115 for the six months ended
December 31, 2000 and 2001, respectively. This increase is primarily
attributable to an increase in the sale of Company owned coins.

      Gross profit decreased approximately $117 (2%) from approximately $4,701
for the six months ended December 31, 2000 to approximately $4,584 for the six
months ended December 31, 2001. Gross profit margins decreased from 17% to 13%
for the six months ended December 31, 2000 and 2001, respectively.

      The Company's operating expenses decreased approximately $919 (13%) during
the six months ended December 31, 2001 as compared to the same period in the
prior year. Marketing expenses decreased approximately $397 (37%), depreciation
and amortization decreased approximately $32 (4%), salaries and wages decreased
approximately $325 (13%), acquisition costs decreased approximately $204 (100%)
and general and administrative expenses increased approximately $38 (2%). These
decreases reflect the execution of the Company's strategic plan to reduce
corporate expenses to return the Company to profitability.

      These decreased costs and revenues had the effect of reducing operating
costs as a percentage of operating revenue from 25% during the six months ended
December 31, 2000 to 17% during the six months ended December 31, 2001.

                                       15
<PAGE>

      Interest expense (net of interest income) for the six months ended
December 31, 2000 decreased approximately $149 from approximately $439 to
approximately $290.

      The Company's effective tax rate for the six month periods ended December
31, 2000 and 2001 were approximately 36% 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 2002 if operating
results or acquisition related costs differ significantly from current
projections.

      The Company's decrease in operating losses of approximately $802, coupled
with a decrease in losses from operations of equity investees of approximately
$458, resulted in a decrease in net losses before income taxes of approximately
$1,410 from approximately $3,362 to approximately $1,952 the six months ended
December 31, 2000 and 2001, respectively.

 Liquidity and Capital Resources

      At December 31, 2001, the Company's working capital position was
approximately $11,656, compared to approximately $9,086 as of June 30, 2001.This
net increase of approximately $2,570 was primarily due to decreases in short
term notes payable of approximately $3,516 as loans were paid down, and
decreases in amounts payable to third party auction consignors of $1,221.

      The Company experienced a decrease in cash flow from investing activities
for the six months ended December 31, 2001 of approximately $311. This was
primarily attributable to the acquisition of property and equipment and
investments in equity method investees of approximately $250.

      The Company experienced an increase in cash flow from financing activities
for the six months ended December 31, 2001 of approximately $344. This was
primarily attributable to the repayment of demand notes payable in the amounts
of $3,500 but was partially offset by net proceeds from loans payable of $1,894
and proceeds from sale of stock of $1,950 resulting in a net increase of cash in
the amount of approximately $344.

      On October 25, 2001 the Company entered into an agreement with Afinsa
Bienes Tangibles, S.A that provides an unsecured line of credit of $2,000 at an
annual interest rate of 8%. The agreement is for an initial term of one year.
The agreement also provides that any borrowings not repaid in accordance with
the terms of the agreement may be converted into GMAI stock at the discretion of
Afinsa. As of February 13, 2002, $ 900 was outstanding under this line of
credit.

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

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

                                       16
<PAGE>

      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 were 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.

                                       17
<PAGE>

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

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'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.

         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.

                                       18
<PAGE>

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.

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.



                                       19
<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.



                                       20
<PAGE>

            GREG MANNING AUCTIONS, INC.

Part II - OTHER INFORMATION


Item 1. Legal Proceedings

        None

Item 2. Changes in Securities

        None

Item 3. Defaults Upon Senior Securities

        None

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

The Company's Annual Meeting of Shareholders was held on December 12, 2001. At
the Annual Meeting, each of Albertino de Fiqueiredo, James Davin and Greg
Manning were elected to hold office as Directors of the Company until the third
succeeding Annual Meeting of Shareholders in 2004, and until their respective
successors have been elected and qualified.

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

1.    Election of Directors:
            Albertino de Fiqueiredo
            -----------------------
                  For:        9,414,346
                  Against:      193,579

            James Davin
            -----------
                  For:        9,414,346
                  Against:      193,579

             Greg Manning
            -------------
                  For:        9,414,346
                  Against:      193,579


2.       Ratification of the appointment of Amper, Politziner & Mattia as the
         Company's independent public accountants for the Company's fiscal year
         ended June 30, 2002:
                  For:        9,010,223
                  Against:       589,077
                  Abstentions:     8,625


                                       21
<PAGE>

            3.    Ratification of the increase in shares available for
issuance through the stock option
plan.
                  For:         9,313,284
                  Against:       276,596
                  Abstentions:    18,045


Item 5. Other Information.

        None

Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibits

            None

        (b) Reports on Form 8-K

            None



                                       22
<PAGE>

                                   SIGNATURES

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


                                    GREG MANNING AUCTIONS, INC.



Dated: February 13, 2002
                                     /s/  Greg Manning
                                     ------------------------------------------
                                     Greg Manning
                                     Chairman and Chief Executive Officer



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



                                       23