SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-K


[X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended June 30, 2003

                                       OR

[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934


For the transition period from__________to


                         Commission file number 1-11988

                           GREG MANNING AUCTIONS, INC.
                (Name of Registrant as specified in its Charter)

Delaware                                       22-2365834
--------                                       ----------
(State or Other Jurisdiction of                (I.R.S. Employer Identification
Incorporation or Organization)                 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
                                               --------------

Securities registered pursuant to Section
12(b) of the Act:
                                               Name of Each  Exchange  on  Which
Title of each class                            Registered
-------------------                            ----------
Common Stock, $.01 par value                   The NASDAQ National Market

Securities registered pursuant to Section
12(g) of the Act:                              None


      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 such  filing
requirements for the past 90 days.        Yes   X        No

      Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ].

      Check if the issuer is an accelerated filer (as defined in Exchange Act
Rule 12b-2).

      Yes         No     X


      The aggregate market value of the common stock held by non-affiliates of
the Issuer as of December 31, 2002 (based on the closing sale price of $1.46 per
share as reported on NASDAQ), was $6,936,786. For purposes of this computation,
the registrant has excluded the market value of all shares of Common Stock
reported as beneficially owned by Auctentia, S.L. and its affiliates, and all
directors and executive officers of the registrant; such exclusion shall not be
deemed an admission that any such person is an "Affiliate" of the registrant.


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      As of September 5, 2003, Issuer had 13,048,522 shares of its Common Stock
outstanding.


      Portions of the Registrant's definitive proxy statement, which will be
filed within 120 days of June 30, 2003, are incorporated by reference into Item
10, Item 11, Item 12, Item 13 and Item 14 of Part III.




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                           Greg Manning Auctions, Inc.

                                      Index



                                                                           Page
                                                                           ----

PART I
------

Item 1.  Description of Business..............................................4

Item 2.  Description of Property.............................................10

Item 3.  Legal Proceedings...................................................10

Item 4.  Submission of Matters to a Vote of Security Holders.................10


PART II
-------

Item 5.  Market For Common Equity and Related Shareholder Matters............11

Item 6.  Selected Consolidated Financial Data................................12

Item 7.  Management's Discussion and Analysis of Financial Condition
         And Results of Operations...........................................15

Item 7A  Quantitative and Qualitative Disclosures
         about Market Risk...................................................30

Item 8.  Financial Statements and Supplementary Data.........................31

Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure.................................65

Item 9A  Controls and Procedures.............................................65

PART III
--------

Item 10  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(A) of the Exchange Act...................66

Item 11  Executive Compensation..............................................67

Item 12  Security Ownership of Certain Beneficial Owners
         and Management and Related Stockholder Matters......................67

Item 13  Certain Relationships and Related Transactions......................67

Item 14  Principal Accountant Fees and Services..............................67


PART IV
-------

Item 15  Exhibits,Financial Statement Schedules
         and Reports on Form 8-K.............................................68


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                                     PART I
                                     ------

Item 1   DESCRIPTION OF BUSINESS
         -----------------------

The following description of the Company's business should be read in
conjunction with the information set forth below under "Future Planned
Expansion", which describes certain transactions between the Company and
Auctentia, S.L. ("Auctentia") a principal stockholder of the Company and a
wholly owned subsidiary of Afinsa Bienes Tangibles, S.A. ("Afinsa"). These
transactions, which were consummated on September 8, 2003, are expected to have
a significant effect on the Company's future business, financial condition and
results of operations.

GENERAL
-------

Greg Manning Auctions, Inc. (the "Company", "GMAI", "we" or "us"), is a Delaware
corporation and was established in 1981. Our internet address is
www.gregmanning.com. On our website, we include a "real time" link to all our
electronic filings with the Securities and Exchange Commission so that they are
available as soon as reasonably practicable after filing, including our annual
report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on
Form 8-K and any amendments to these reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities and Exchange Act of 1934. All such
filings are available free of charge.

GMAI is a multi-category business-to-business and business-to-consumer
collectibles auctioneer and merchant. GMAI combines traditional and electronic
(internet, interactive telephone, and live with simulcast internet) capabilities
to sell coins, stamps, sports trading cards and memorabilia, and affordable fine
art. GMAI's offerings and distribution channels span the entire price range from
low-end to ultra-high end. GMAI's businesses include wholesale and retail sales,
and it possesses a branded presence in all major sales channels both in the
traditional and the electronic commerce worlds. On the Internet, GMAI offers
products through www.teletrade.com and on branded pages on other persons' web
sites.

In addition, GMAI and its subsidiaries own and use the following additional
material domain names in their business: ivymader.com, sportscard.com, coins.com
and spectrumnumismatics.com. GMAI generates income through the resale of goods
purchased directly by GMAI and from sellers and buyers through auctions of
consigned goods.

The Company seeks to provide the highest quality service and personal attention
to its clients. Its longevity in its core auction business selling rare stamps
and stamp collections has enabled it to develop an international network of
clients, both dealers and collectors, buyers and sellers, who use the Company's
services on a consistent basis. These relations, coupled with the Company's
quality reputation and extensive auction and marketing experience, have
permitted it to expand beyond its core philatelic roots into other areas of the
collectibles business, and to make opportunistic investments in, or acquisitions
of, other collectibles companies, both domestically and in Europe and Asia.

For purposes of competitive analysis and market positioning, the Company
organizes its business as follows: collectibles auctioneer; merchant/dealer; and
wholesale coins.

COLLECTIBLES AUCTIONEER
-----------------------

The Company conducts both traditional auctions featuring full electronic
capabilities and Internet-only auctions. Its traditional auctions and Internet
auctions are targeted to both collectors and dealers, and feature offerings
spanning the modest to ultra-high end price spectrum. Based on its knowledge of
the collectibles markets, the Company believes that it is one of the world's
largest (measured by aggregate sales) auctioneers of stamps, and a leading
auctioneer of rare coins, and sports trading cards & memorabilia.

In both Internet-only and "traditional" auctions, commissions are typically
charged from the seller of 5% to 15% and from the buyer of 10% to 15%.

 "Traditional auctions" are live, in-person auctions conducted by a licensed
auctioneer. The Company holds several traditional auctions each year in a
variety of venues, including strategically located hotels, and at major trade
conferences and conventions. All traditional auctions are augmented by
electronic catalogs and most are augmented by one or more forms of electronic
bidding. The Company's traditional auctions are based on a "Full Service"
auction model in which the Company takes physical possession of all items
offered for sale in its auctions, inspects and describes all offerings, receives
all sums due, remits sale proceeds to the seller, and professionally packs and
ships items sold to the buyer.

In the Company's traditional auctions, prospective buyers place bids on each lot
as presented in the order shown in the catalog at the time and date of the
auction. Before the auction, prospective buyers may bid by lot as shown in the
catalog and communicate such bids to the Company by mail, fax, telephone, or the
Internet. At the auction, the auctioneer typically opens bidding at levels


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based on bids received prior to auction or a percentage of previously
established reserve prices. The item offered is sold to the highest bidder,
whether such bid was received before the auction or at the time of sale, and
such high bidder must pay the hammer price, the applicable buyer's premium, and
all applicable sales taxes. Additionally, buyers pay a shipping and handling fee
if they do not accept delivery of the items at the place of the auction.

The auctioneer regulates the bidding and reserves the right to refuse any bid
believed by him/her not to be made in good faith.

Costs involved in conducting a traditional auction include, among other things,
the cost of inspecting, describing and storing the items to be offered for sale,
catalog creation, printing and mailing, insurance, transportation, auction
advertising, auction venue site rental fees, security, temporary personnel and
expenses of certain additional auction-related accounting and shipping
functions.

The Company conducts traditional auctions under three brands: Greg Manning
Auctions ("GMA"); Ivy & Mader Philatelic Auctions ("Ivy & Mader"); and Greg
Manning Galleries, Inc. ("GMG"). The GMA brand was created in 1966 and has
historically been used primarily for auctions of stamp collections and
accumulations targeted to philatelic dealers. The Company created the Ivy &
Mader brand in 1993 when it acquired the predecessor to Ivy & Mader Philatelic
Auctions, Inc. Since that time, the Ivy & Mader brand has been used for high-end
philatelic auctions of rare single stamps and collections targeted to individual
collectors as well as dealers. The GMG brand was created in 1996 and focuses on
smaller, less expensive and mid-range individual collections.

In addition, in February 2003, GMAI entered into an agreement with Phila China
Limited, pursuant to which the Company, through GMG, is expected to conduct not
less than four auctions in Hong Kong annually through a collaboration with Phila
China. During fiscal year 2003, four stamp auctions were conducted under the GMA
brand, three stamp auctions were conducted under the Ivy & Mader brand, two
stamp auctions were conducted under GMG and one stamp auction was conducted
through the collaboration with Phila China.

"Internet Auctions" are auctions wherein there is no live, natural-person
auctioneer and no bidders in a single physical location orally making bids as in
a "traditional auction." Rather, all bids are made electronically via the
Internet or telephone, and a computer system processes the bids and determines
the highest bidder. In October 1998, the Company acquired Teletrade, Inc. and
entered the online auction market. Currently, the Company's only owned online
auction web site is www.teletrade.com (the Company uses its www.gregmanning.com
web site to present electronic catalogs of its "traditional auctions" and to
receive electronic bids for its traditional auctions, but does not currently
conduct Internet auctions on that site). Additionally, the Company offers via
Internet auctions Company owned collectibles and collectibles consigned to it by
others on third parties' Internet auction web sites.

Consistent with the Company's full service traditional auction business model
and its commitment to customer service, the Company's Internet auctions feature
many of the same full service amenities as its traditional auctions.
Specifically, unless otherwise noted in a particular sale's terms and
conditions, the Company takes physical possession of all items offered for sale
prior to the sale, guarantees the genuineness of all items offered, describes
the items, collects all sums due, remits the sale proceeds to the seller, and
professionally packs and ships the items sold to the buyer. Additionally,
because the buyer in an Internet auction has not had an opportunity to
personally view the item offered, the Company also offers buyers a 100%
Satisfaction Guarantee.

The Company's Internet auction business model is distinct from the more common
consumer-to-consumer model employed by Internet auctioneers such as eBay(R) and
Yahoo(R) wherein the auctioneer creates and manages the bidding facility and the
buyer and seller must workout themselves the procedures for completing the
transaction. The Company believes that its business-to-consumer, full service
model provides it competitive advantages, distinguishes the Company from other
Internet auctioneers, and permits the Company to sell mid-range to high-end,
high value collectibles over the Internet.

Costs involved in conducting the Company's Internet auctions include, among
other things, the cost of inspecting, describing, imaging and storing the items
to be offered for sale. Other costs include technology development and
maintenance, computer and Internet hardware procurement and maintenance,
advertising, and expenses of certain additional auction-related accounting and
shipping functions.

The technology operating the Company's Internet/telephone auctions conducted on
the Company's www.teletrade.com web site is known as Interphonic(TM), a Company
owned and developed technology, which permits bidders to participate in
electronic auctions either by touch-tone telephone or via the Internet.


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<PAGE>

AUCTION OFFERINGS
-----------------

The Company offers philatelic material through its traditional auctions.
Philately, often referred to as stamp collecting, has grown in the United States
and globally during the twentieth and twenty-first centuries. The hobby is
increasing in popularity due in part to the increased offerings from the United
States Postal Service of popular interest issues. The Company believes, based on
its knowledge of the market, that the combination of GMA with Ivy & Mader
creates one of the world's largest combined philatelic auction houses, although
there is limited publicly available data with respect to stamp auction sales,
and provides a competitive advantage to the Company through the complementary
nature of the two brands' targeted customer bases. In fiscal year 2003, the
Company offered over 19,006 philatelic lots in its traditional auctions yielding
over $ 15 million in aggregate sales.

The Company offers rare coins and sports trading cards on its www.teletrade.com
Internet auction web site. During fiscal year 2003, the Company held 155 coin
auctions comprising approximately 800 lots each and 114 sports trading card
auctions comprising approximately 820 lots per auction.

Third Party Owned Web Sites
---------------------------

In the past 36 months, the Internet auction industry has experienced dramatic
consolidation leaving a very small number of viable broad-based Internet auction
websites and several smaller, "niche" Internet auction web sites featuring a
limited type and quality of offerings. The Company's www.teletrade.com web site
is a successful "niche" Internet auction web site featuring coin and sports
trading cards generally spanning the $50 - $5,000 price spectrum.

Collectibles Auction Competition
--------------------------------

The auction market, both traditional and Internet, for the collectibles offered
by the Company is highly competitive and dynamic. With the exception of the
low-end and consumer-to-consumer segments of the Internet auction market wherein
eBay, Inc. has secured a dominant market position, no clear market leader
exists.

Among the Company's primary competitors in the domestic and worldwide philatelic
auction business are Matthew Bennett, Inc., Charles Shreve Galleries, Inc., H.R.
Harmer, and Robert A. Siegel Auction Galleries, Inc. In the sports trading card
auction business, the Company's primary competitors are Mastro Fine Sports
Auctions, Superior Galleries, Inc., Sports Trading Cards Plus, LLC, Collectors
Universe, Inc. and Sales OnLine Direct, Inc. (d/b/a Rotman Auctions). The
Company's principal coin auction competitors are Heritage Rare Coin Galleries,
Inc., Stacks Rare Coins, Collectors Universe, Inc.'s Bower's and Merena, and
Superior Galleries, Inc.

A number of companies offer business-to-business and business-to-consumer
auctions of collectibles, including eBay, Inc., Yahoo! Inc., Amazon.com, Inc.,
Interactive Collector, Inc. (d/b/a iCollector.com), Collectors Universe, Inc.
and Sothebys.com, Inc. Additionally, several companies host consumer-to-consumer
auctions of collectibles. While the Company is not in the consumer-to-consumer
auction business, these companies' services provide collectors the option to
sell or buy their collectibles themselves. Consumer-to-consumer auction sites
selling collectibles include eBay, Inc., Yahoo! Inc., Amazon.com, Inc.

MERCHANT/DEALER
---------------

In order to complement and enhance the Company's auction business, the Company
buys collectibles in its own name and resells them as a merchant/dealer. For a
variety of reasons, some collectors require the immediate liquidation of their
collections and cannot wait for an appropriate auction. Other collectors do not
wish to sell by auction and prefer a negotiated, fixed price sale. In these
instances, the Company uses its knowledge of the markets and product to make
what the Company calls "opportunistic purchases." In most instances,
collectibles purchased in this manner are resold within 180 days either in one
of the Company's auctions or in a private treaty transaction. In other
instances, either because the markets are not yet ripe or because the collection
purchased is so large, it is most profitably sold over a period of time, the
collectibles purchased are held in the Company's inventory and resold after 180
days.

In addition to these "opportunistic buys," the Company continually searches the
collectibles markets for favorable buying opportunities and buys individual
pieces and collections to re-sell to a particular collector pursuant to a
specific purchase request, to fill a need for one of its auctions to make that
auction more attractive to the targeted audience, or to take advantage of what
the Company believes is a favorable price and buying opportunity. In these
circumstances, items purchased are generally resold in less than 180 days.

The Company earns a profit or incurs a loss on the sale of owned inventory to
the extent the sale price exceeds or is less than the purchase price paid by the
Company. The Company intends to sell its owned inventory as quickly and
efficiently as possible, thereby promoting a high level of inventory turnover
and maintaining maximum liquidity.


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<PAGE>

In a private sale, the Company contacts known collectors and sells specific,
usually high or ultra-high end items, to such collectors at a privately
negotiated price. When such sales are conducted of Company-owned items, the
Company earns a profit based upon the sale price paid by the private buyer. The
Company also conducts private sales of consigned items. In such instances, the
Company earns a fee for its services. Generally, the fee is a percentage of the
sale price however in some circumstances the Company will be paid a fixed,
negotiated fee.

Private treaty sales are typically settled more promptly than auction sales,
with the buyer paying all or substantially the entire purchase price at the time
of sale. In some circumstances, however, the buyer may receive extended payment
terms. When this occurs, the Company and the seller negotiate a settlement of
the remaining amounts due the seller which may or may not include a sharing of
the credit risk or a deferral of a portion or all of the Company's fee until the
Company has collected all of the outstanding balance from the buyer.

A private treaty sale is attractive to some potential consignors because it
provides an opportunity for a sale at a fixed price or at a price controlled by
the consignor rather than by bidders, as is the case at public auction. Often, a
private treaty sale can be consummated more quickly than a sale at auction,
providing increased liquidity for the seller. For the Company, private treaty
sales provide an opportunity to realize increased revenues because such sales
involve fewer costs than auction sales, primarily because there are minimal
expenses associated with such sales.

Merchant/Dealer Competition
---------------------------

Competition among dealers and merchants of the collectibles sold by the Company
is intense. The market is comprised of thousands of merchant/dealers, as well as
individual collectors buying and selling directly through consumer-to-consumer
Internet trading platforms and at collectibles shows and conventions. Most of
these competitors, however, are small, privately owned companies, and no large
dominant competitor exists. Additionally, most competitors are focused on a
single collectible category and do not have a multi-category presence similar to
the Company's.

Among the Company's primary competitors in the domestic and worldwide philatelic
merchant/dealer business are Mystic Stamp Company, Superior Galleries, and
Regency Stamps, Ltd. The Company's principal coin competitors are Heritage Rare
Coin Galleries, Inc. and Stack's Rare Coins. In the sports trading card &
memorabilia business, the Company's primary competitors are Sports Cards Plus,
Piedmont Cards and Goodwin & Company.

WHOLESALE COIN SALES
--------------------

The Company's wholly owned subsidiary Spectrum Numismatics International, Inc.
("Spectrum"), is one of the leading coin wholesalers in the United States. The
Spectrum business complements the Company's auction and merchant/dealer
businesses by providing a supply of favorably priced coin offerings for its
auctions and fixed price sales venues.

The majority of Spectrum's revenue is generated from wholesale sales of coins
and from sales of coins to retailers and auction houses. Additionally, Spectrum
sells directly to a limited number of select private collectors.

Based on its knowledge of the market, Spectrum believes that it is one of the
largest wholesalers of rare coins in the United States (although there is no
publicly available data to confirm this belief). Spectrum currently sells, in
the aggregate, over $83 million of coins per year.

AUCTION POLICY & PROCEDURES
---------------------------

Unless otherwise stated in the terms and conditions of a particular sale, each
lot is sold as genuine and as described by the Company in the catalog or item
description. However, when, in the opinion of a competent authority mutually
acceptable to the Company and the purchaser, a lot is declared otherwise, the
purchase price will be refunded in full if the lot is returned to the Company
within a specified period. In such event, if the item is consigned to the
Company, the Company will return the item to the consignor before a settlement
payment has been made to such consignor. To date, returns have not been
material. Large collections are generally sold on an "as is" basis.

After an auction, purchasers must make arrangements to take possession of the
items bought. The Company generally forwards the property to its buyer by mail
unless other arrangements are requested. As agent of the consignor, the Company
bills the buyer for property purchased, receives payment from the buyer, and
remits to the consignor at the settlement date the consignor's portion of the
buyer's payment, less consignor cash advances, if any, and commissions payable
to the Company. The Company often releases property sold at auction to buyers -
primarily dealers - before the Company receives payment, permitting such buyers
to take immediate possession on an open credit account basis (within established
credit limits) and to make payment generally within 30 days.


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<PAGE>

Whether or not the Company has received payment from such well-established
customers, it must pay the consignor and generally will do so no later than the
contracted settlement date (generally 45 days after the sale of the consignor's
property). In instances where the buyer has not paid as of settlement date, the
Company assumes all risks of loss and responsibility of collection from the
buyer.

Extending credit to creditworthy buyers at auction is an important marketing
tool for the Company because it allows buyers who may not have immediately
available funds at time of auction the opportunity to settle at a later date.
The Company will generally extend credit only to buyers who have done business
with the Company in the past and have an established credit standing in the
industry.

When the Company does not grant credit to a buyer, under the standard terms and
conditions of the Company's auction sales, it is not obligated to pay the
consignor of the property if it has not been paid by the buyer. In such
instances, the Company holds auctioned property until it receives payment from
the buyer. If the buyer defaults on payment, the Company may cancel the sale and
return the property to the owner, re-offer the property at another auction, or
contact other bidders to negotiate a private sale.

CLIENT SERVICES AND METHODS OF SALE FOR COLLECTIBLES OWNERS
-----------------------------------------------------------

The Company's business depends, in part, on its ability to attract owners of
collectibles who desire to sell their property at auction or by private treaty.
The Company seeks to provide the highest quality service to such owners,
providing them with an efficient and secure means by which to sell their
property. The Company's ability to provide quality service to its clients on a
consistent basis has enabled it to develop long-standing relationships with many
professional dealers and collectors and to develop a reputation in the industry
for client service. The Company enjoys repeat business and receives a
substantial amount of business as a result of referrals. In addition to its
industry reputation, the Company relies on advertising in trade publications to
promote its services to potential clients, such as professional dealers,
collectors, and estate administrators.

The Company is able to offer most clients several options for the sale of their
property. An owner desiring to sell property may choose to: 1) consign it to the
Company for sale at auction to the highest bidder; 2) place it with the Company
under a private treaty for sale at a price negotiated by the Company with a
buyer; or 3) sell it directly to the Company for a negotiated price. The Company
has available to it a staff of experts who are knowledgeable in many areas of
collectibles, and who are able to make reasonable estimates of the price at
which an item may be expected to sell at auction or privately. The Company's
experts can examine an owner's property and furnish a presale auction estimate,
which represents the Company's opinion of the current value of the property
based on recent selling prices of similar properties, and the quality, rarity,
authenticity, physical condition and history of prior ownership of the subject
item. These capabilities permit the Company to assist a client in deciding the
appropriate method of sale.

Generally, an owner desiring to use the Company's services to sell property at
auction or by private treaty will deliver the property to the Company on a
consignment basis, contracting with the Company to sell the property to the
highest bidder. The Company and the consignor will enter into a written contract
which sets forth the terms and conditions of the consignment with respect to
settlement, commissions and cash advances, if any, and the determination of the
authenticity of the property. Generally, the Company will hold consignment
property until the next regularly scheduled auction sale, or if the sale is to
be by private treaty, for no longer than six months. With respect to private
treaty sales, if the consigned property is not sold within the agreed upon price
parameters during such time, the Company will inform the owner of the situation
and provide the owner with the following options: 1) continue for another period
under a private treaty arrangement at the existing or at new price parameters;
2) consign the property for sale at the next auction; 3) sell the property
outright to the Company at a price determined by the Company's experts; or 4)
have the property returned.

The Company's range of client services for owners of items to be auctioned
includes making arrangements for the pick-up and transport of property (fully
insured for loss or damage) to the Company's vault for storage and safe-keeping,
and all matters relating to displaying and promoting the property to potential
buyers. Certain aspects of these services are discussed in more detail in the
following subsections.

CONSIGNOR ADVANCES
------------------

Frequently, an owner consigning property to the Company will request a cash
advance at the time the property is delivered to the Company, prior to its
ultimate sale at auction or otherwise. The cash advance is in the form of a
self-liquidating secured loan, usually bearing an interest rate of 12% per year,
using the consigned property as collateral. The Company is a secured party with
respect to the collateral, holds a security interest in the collateral and
maintains possession of the collateral until it is sold.

The ability to offer cash advances is often critical to the Company's ability to
obtain consignments of desirable property. In the case of property sold at an
auction, an owner may have to wait up to 45 days after the auction sale date for
settlement and payment of the owner's portion of the sales proceeds. In many
instances, an owner's motivation to consign property for sale may include a need
for


                                        8
<PAGE>

cash on an immediate basis. Offering cash advances allow the Company to attract
owners who desire immediate liquidity while preserving the opportunity to sell
at auction at the highest available price. The Company believes that its ability
to make consignor advances on a consistent basis has enabled it to receive
regular consignments of high value lots from professional dealers and private
collectors.

The amount of a cash advance generally does not exceed 50% of the Company's
estimate of the value of the property when sold at auction.

COMPUTERIZATION AND SECURITY
----------------------------

The Company maintains computerized tracking systems that are used to catalog and
describe all of the property delivered to the Company. Property is stored in the
Company's specialized vaults until it is sold or put on public exhibition, which
in the case of property to be sold at auction is generally 21 days before
auction.

Tracking the consigned property aids in the prompt and efficient production of
catalogs for auctions. Such catalogs are an important marketing tool for the
Company to solicit business with both potential consignors and bidders. For
potential consignors, the Company utilizes the catalogs from prior auction sales
to demonstrate its expertise in presenting property to the bidders. For bidders,
the Company utilizes the catalog as a direct solicitation and enticement for
participation in a given auction. The Company believes that the computerization
of the auction operations enables it to compete favorably with other auction
houses in terms of service.

The Company stores consigned property in high security vaults located at the
West Caldwell headquarters and the Kingston, New York facility. Additionally,
the Company stores consigned and owned property in its California facilities in
the offices of Spectrum. The installed security system at all of the Company's
facilities is rated by an alarm service company, and the Company believes that
there is a significant level of protection of an owner's property from theft,
fire and other causes of damage.

In addition to the protection provided by the vaults, the Company provides
insurance coverage for consigned property and the inventory of the Company. The
Company maintains a policy with Lloyds of London that management believes
provides adequate coverage for damage or loss while the property is stored at
the Company's offices. The policy also provides what management believes is
adequate coverage for damage or loss during the transportation of property from
the customer to the Company's offices and from the Company's offices to an
auction location. The Company maintains the flexibility to obtain higher limits
for coverage as circumstances may require.

FUTURE PLANNED EXPANSION
------------------------

On September 8, 2003, the Company consummated three separate transactions with
Auctentia, S.L. ("Auctentia"), a wholly owned subsidiary of Afinsa Bienes
Tangibles, S.A. ("Afinsa"). Prior to the consummation of these transactions,
Auctentia and its affiliates owned approximately 43% of the Company's common
stock. As a result of the transactions, Auctentia and its affiliates own
approximately 72% of the Company's outstanding common stock.

In the first transaction, pursuant to a share purchase agreement with Auctentia,
dated as of January 23, 2003, the Company acquired all of Auctentia's equity
interests in the following European-based operating subsidiaries of Auctentia in
exchange for the issuance of 3,729,226 shares of the Company's common stock:
Corinphila Auktionen AG.; Heinrich Kohler Berliner Briefmarken-Auktionen GmbH;
Heinrich Kohler Auktionshaus GmbH & Co. KG;Heinrich Kohler Briefmarkenhandel
GmbH & Co. KG; Heinrich Kohler Verwaltungs GmbH;Auctentia Deutschland GmbH; and
Auctentia Subastas S.L.

These companies, located in Switzerland, Germany and Spain, are variously
engaged in the businesses of providing intermediation for high level collectors
through auctions (both live and via the internet), sales, trading and investing
in primarily philatelic and numismatic assets.

In the second transaction, in exchange for the issuance to Auctentia of
6,444,318 shares of stock, the Company acquired from Auctentia all of its right,
title and interest to all of the outstanding membership interests of GMAI
Auctentia Central de Compras, S.L. ("CdC"), a Spanish limited liability company
whose principal assets consist of an inventory of certain stamps, art and other
collectibles assets contributed by Afinsa. CdC was formed, in December 2002
solely as a holding company to hold the assets sold to GMAI. CdC has
historically had no operations and commenced operations as of the closing of the
transaction.

CdC will be engaged in the sale, marketing, brokering, distribution, promotion
and production of owned and third party collectibles, with an emphasis on
specialized philatelic material. It is intended that CdC will use the inventory
owned by it immediately prior to the consummation of the transaction to sell at
various auctions run by other subsidiaries of GMAI. Other than immaterial sales,
such inventory will not be resold to Auctentia or its affiliates.


                                       9
<PAGE>

In the last transaction, the Company issued to Auctentia 2,826,456 shares of its
common stock, for a purchase price of the Euro equivalent of US $5.0 million.

The financial results of the above transactions will be included in the
Company's consolidated financial statements from and after September 8, 2003.

Reference is made to the Company's definitive proxy statement, filed with the
SEC on August 13, 2003, for a complete description of these transactions,
particularly the sections entitled "The Proposed Transactions", "The Share
Purchase Agreement", "The Inventory Purchase Agreement", "The Subscription
Agreement", and "Management's Discussion and Analysis of Financial Condition and
Results of Operations of Aucntentia Subsidiaries".

In addition, the Company or one of its subsidiaries will act as exclusive
supplier of collectibles for Afinsa on a worldwide basis. Afinsa is engaged,
among other things, in commercial and trading activities involving collectibles
throughout Europe, and has business relationships with a substantial number of
long-term clients, the ultimate purchasers of the goods to be provided by the
Company. The purchasing agreement has a five-year term, terminable by either
party upon six months' notice after the expiration of the first year of the
agreement. Afinsa has agreed to pay a commission equal to 10% of the aggregate
purchase price of all goods supplied by the Company to Afinsa during the year. A
"monitoring committee" will be established comprised of representatives of the
parties for the purposes of ensuring the fulfillment of purchasing agreement
terms and conditions.

These transactions are anticipated to have a significant impact on the business,
financial condition and results of operations of the Company, including in
particular revenue and expenses.

REGULATORY MATTERS
------------------

Regulation of the auction business varies from jurisdiction to jurisdiction, and
to the best of management's knowledge and belief, the Company is in compliance
with all material and significant regulations governing its business activities.

EMPLOYEES
---------

The Company presently has 64 full-time employees (excluding employees of the
companies acquired in connection with the transactions with Auctentia),
including its President, Chief Executive Officer and Chairman of the Board, Greg
Manning and Chief Financial Officer, Larry Crawford. The Company also hires
persons on a temporary basis to assist in organizing its auctions and for other
specialized purposes.

Item 2.   DESCRIPTION OF PROPERTY
          -----------------------

The Company's headquarters are located in space leased under an agreement that
extends to January 31, 2005 (with an option to purchase) and consists of
approximately 18,600 square feet of office and warehouse facilities located at
775 Passaic Avenue, West Caldwell New Jersey at an annual rental of
approximately $155,000. The Company also leases approximately 7,300 square feet
of office space for its Teletrade subsidiary in Kingston, New York at an annual
rental of approximately $103,000. The Company also leases approximately 7,500
square feet of office space in Santa Ana, California for its Spectrum subsidiary
at an annual rental of approximately $206,000 and an additional 2,168 square
feet for the California operations of its Teletrade subsidiary at an annual
rental of approximately $58,500. The Company also rents other storage facilities
located mostly in New Jersey, at annual rentals of approximately $48,100.

Item 3.   LEGAL PROCEEDINGS
          -----------------

The Company is not a party to any litigation material to the Company's financial
position or results of operations nor, to the knowledge of the Company, is any
litigation of a material nature threatened.


Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          ---------------------------------------------------

During the fourth quarter of the fiscal year covered by this report, no matter
was submitted to a vote of security holders of the Company.


                                       10
<PAGE>

                                     PART II
                                     -------

Item 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
           --------------------------------------------------------

The Company's Common Stock is listed on NASDAQ National Market ("NASDAQ") under
the symbol "GMAI". According to American Stock Transfer & Trust and ADP Proxy
Services, the holders of record of the Company's Common Stock totaled 90 and
beneficial owners of record totaled 1,754 at June 30, 2003.

The Company has not paid any dividends. The Company expects that a substantial
portion of the Company's future earnings will be retained for expansion or
development of the Company's business. However, the Company intends, to the
extent that earnings are available, consistent with the above objectives, to
consider paying cash dividends on its Common Stock in the future. The amount of
any such dividend payments could be restricted by the covenants or other terms
of any loan agreements to which the Company is then a party.

The quarterly high and low bid ranges on the NASDAQ for the Common Stock of the
Company for the years ended June 30, 2003, 2002 and 2001 are shown in the
following schedule:

                          For the years ended June 30,
   --------------------------------------------------------------------------
                2003                  2002                     2001
   ---------------------------      ---------------        ------------------
   (Quarter)    High     Low          High     Low             High     Low
   ---------------------------      ---------------        ------------------
    First       $1.92    $1.25        $2.35   $1.26           $11.88    $7.69
    Second      $1.91    $1.26        $2.25   $1.30            $8.69    $1.75
    Third       $3.09    $1.45        $2.25   $1.40            $3.22    $1.78
    Fourth      $2.95    $2.15        $1.90   $1.25            $3.01    $1.25


The quotations shown above reflect inter-dealer prices, without retail mark-up,
markdown or commission, and may not represent actual transactions.

On May 20, 2003, the Company issued to The Tail Wind Fund Ltd. ("Tail Wind")
242,718 shares of stock of the Company in exchange for 2,707,239 shares of stock
of GMAI-Asia.com, Inc. owned by Tail Wind. This transaction was entered into in
accordance with a Securities Purchase Agreement between the Company and Tail
Wind (the "Purchase Agreement"), dated as of May 14, 2001, pursuant to which
Tail Wind had the right under certain circumstances to require such exchange.
The shares of stock of the Company were valued at $2.06 per share in accordance
with the terms of the Purchase Agreement. This stock is subject to certain
registration rights.

Equity Compensation Plan Information
------------------------------------

The following table provides information as of June 30, 2003 with respect to the
shares of GMAI's common stock that may be issued under GMAI's existing equity
compensation plans.

<TABLE>
<CAPTION>

                                                                                                                    (c)
                                                                                                            Number of securities
                                                          (a)                                              remaining available
                                                  Number of securities                (b)                       for future
                                                   to be issued upon            Weighted average           issuance under equity
                                                      exercise of              exercise price of            compensation plans
                                                  outstanding options,        outstanding options,        (excluding securities
 Plan category                                    warrants and rights        warrants and rights ($)     reflected in column (a))
 -------------                                  ------------------------   -------------------------    --------------------------
<S>                                                   <C>                        <C>                          <C>

Equity compensation plans
     approved by security
     holders (1)............................          2,511,333                     $1.97                        551,250

Equity compensation plans not
     approved by security holders...........              --                          --                            --
</TABLE>

(1) Consists of the 1993 Stock Option Plan, as amended, and the 1997 Stock
Incentive Plan, as amended.


                                       11

<PAGE>

Item 6.    SELECTED CONSOLIDATED FINANCIAL DATA
           ------------------------------------

The following selected consolidated financial data should be read in conjunction
with, and are qualified by reference to, the Consolidated Financial Statements
and Notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" appearing elsewhere in this report. The
consolidated statement of operations and the consolidated balance sheet data for
the years ended June 30, 2003, 2002, 2001, 2000 and 1999, are derived from, and
are qualified by reference to, the audited consolidated financial statements of
Greg Manning Auctions, Inc.

As described above under "Future Planned Expansion", on September 8, 2003, the
Company consummated three separate transactions with Auctentia. In addition, the
Company or one of its subsidiaries will act as exclusive supplier of
collectibles for Afinsa on a worldwide basis. These transactions are expected to
have a significant effect on the future business, financial condition and
results of operations of the Company. Accordingly, the historical results of
operations presented herein are unlikely to be indicative of future results.



                                       12

<PAGE>

<TABLE>
<CAPTION>
                                                                           Greg Manning Auctions, Inc.
                                                                             Years Ended June 30,
                                                                     (In Thousands, except per share data)
                                             ---------------------------------------------------------------------------------

Consolidated Statements of Operations Data:               2003           2002           2001            2000         1999 (1)
                                                     -------------   ------------   ------------    -----------   ------------
<S>                                                   <C>              <C>             <C>            <C>             <C>

        Net Revenues                                     $ 93,537        $80,777        $67,396       $ 62,379        $77,484
        Net Revenues - Related Party                        7,654            -              -              -              -
        Cost of merchandise sold                           86,672         71,966         62,354         50,559         65,741
                                                     -------------------------------------------------------------------------
            Gross profit                                   14,519          8,811          5,042         11,820         11,743

        General, administrative, and all
           other operating expenses                        10,632         10,041         10,536         10,845          9,136
        Sales and marketing expenses                        1,561          1,578          1,879          2,442          2,033
        Intangible impairment                                   -          4,741          2,158              -              -
        Depreciation and Amortization                         557          1,416          1,564          1,010            739
        Other Expense                                           -              6            340              -              -
        Acquisition and merger costs                            -              -            205            926              -
                                                     -------------   ------------   ------------    -----------   ------------
            Total operating expenses                       12,750         17,782         16,682         15,223         11,908
                                                     -------------   ------------   ------------    -----------   ------------
        Income (loss) from operations                       1,769         (8,971)       (11,640)        (3,403)          (165)

        Interest and other expense (net)                     (702)          (713)        (1,136)        (1,090)        (1,201)
        Gain(Loss) on sale of marketable securities
            and investments                                   (87)             -              -             14          2,555
        Gain on sale of equity method investee              2,035              -              -              -              -
        Income (loss) from operations of
            investee                                            -           (250)        (4,951)          (851)            95
                                                     -------------   ------------   ------------    -----------   ------------
        Income (loss) before income taxes                   3,015         (9,934)       (17,727)        (5,330)         1,284
        Provision for (benefit from) income taxes             192          3,243         (1,404)        (1,661)           461
                                                     -------------   ------------   ------------    -----------   ------------
        Net income (loss)                                 $ 2,823      $ (13,177)     $ (16,323)      $ (3,669)         $ 823
                                                     =============   ============   ============    ===========   ============

        Earnings (Loss) per Share:
            Basic                                          $ 0.22        $ (1.06)       $ (1.58)       $ (0.38)        $ 0.11
                                                     =============   ============   ============    ===========   ============
            Diluted                                        $ 0.22  $     $ (1.06)       $ (1.58)       $ (0.38)        $ 0.11
                                                     =============   ============   ============    ===========   ============

        Weighted average shares:
            Basic                                          12,739         12,469         10,299          9,710          7,355
                                                     =============   ============   ============    ===========   ============
            Diluted                                        12,816         12,469         10,299          9,710          7,799
                                                     =============   ============   ============    ===========   ============

 Consolidated Balance Sheet Data:

        Cash and cash equivalents                         $ 2,250        $ 2,169        $ 2,158        $ 1,092          $ 811
                                                     =============   ============   ============    ===========   ============
        Total Current Assets                               32,615         22,117         25,971         33,265         33,967
                                                     =============   ============   ============    ===========   ============
        Total Assets                                       37,907         27,348         40,452         55,443         46,772
                                                     =============   ============   ============    ===========   ============

        Total Current Liabilities                        $ 22,670        $15,576        $16,885       $ 17,365        $22,840
                                                     =============   ============   ============    ===========   ============
        Total Long-Term Liabilities                            43            116            168            111          3,605
                                                     =============   ============   ============    ===========   ============
        Total Liabilities                                  22,713         15,692         17,053         17,476         26,445
                                                     =============   ============   ============    ===========   ============
        Total Stockholders' Equity                         15,194         11,656         23,399         37,967         20,327
                                                     =============   ============   ============    ===========   ============
        Total Liabilities and Stockholders' Equity       $ 37,907        $27,348        $40,452       $ 55,443        $46,772
                                                     =============   ============   ============    ===========   ============
</TABLE>

    (1) All 1999 amounts reflect the acquisition of Spectrum Numismatics
International, Inc., which was accounted of using the pooling of interest method
of accounting as if it had been acquired July 1, 1998, and also include the
operations Teledrade, Inc. (which was accounted for using the purchase method of
accounting) from November 1, 1998.


                                       13
<PAGE>

<TABLE>
<CAPTION>
                                            Greg Manning Auctions, Inc.
                                         Condensed Interim Financial Data
                                                    (unaudited)


(In Thousands except per share amounts)                    1st Quarter     2nd Quarter     3rd Quarter    4th Quarter      Total
      -----------------------------------------------------------------------------------------------------------------------------
       2003
      -----------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                <C>             <C>            <C>            <C>
       Net Revenues                                $          25,415  $       19,354  $      26,595  $      22,173  $       93,537
       Net Revenues - Related Party                              -               -              -            7,654           7,654
       Cost of merchandise sold                               22,797          17,073         23,386         23,416          86,672
                                                          -----------    ------------------------------------------   -------------
            Gross profit                                       2,618           2,281          3,209          6,411          14,519

       General, administrative, and all                                                                                        -
       other operating expenses                                2,321           2,568          2,452          3,291          10,632
       Sales and marketing expenses                              348             362            435            416           1,561
       Intangible Impairment                                     -               -              -              -               -
       Depreciation and Amortization                             125             119            121            192             557
                                                          -----------    ------------   ------------   ------------   -------------
            Total operating expenses                           2,794           3,049          3,008          3,899          12,750
                                                          -----------    ------------   ------------   ------------   -------------
       Income (loss) from operations                            (176)           (768)           201          2,512           1,769

       Interest and other expense (net)                         (162)           (202)          (165)          (173)           (702)
       Gain from sale of investee-related party                                               2,035                          2,035
       Loss from sale of marketable securities                   -               -              -              (87)            (87)

                                                          ---------------------------------------------------------   -------------
       Income (loss) before income taxes                        (338)           (970)         2,071          2,252           3,015
       Provision for (benefit) income taxes                        -               -              -            192             192
                                                          -----------    ------------   ------------   ------------   -------------
       Net income (loss)                           $            (338) $         (970) $       2,071  $       2,060  $        2,823
                                                          ===========    ============   ============   ============   =============

       Earnings (Loss) per Share:
            Basic                                  $           (0.03) $        (0.08) $        0.16  $        0.17  $         0.22
                                                          ===========    ============   ============   ============   =============
            Diluted                                $           (0.03) $        (0.08) $        0.16  $        0.17  $         0.22
                                                          ===========    ============   ============   ============   =============


 (In Thousands except per share amounts)                    1st Quarter    2nd Quarter    3rd Quarter    4th Quarter   Total
      -----------------------------------------------------------------------------------------------------------------------------
       2002
      -----------------------------------------------------------------------------------------------------------------------------
       Net Revenues                                $          18,680  $       17,436  $      22,053  $      22,608  $       80,777
       Cost of merchandise sold                               16,501          15,030         19,403         21,032          71,966
                                                          -----------    ------------   ------------   ------------   -------------
            Gross profit                                       2,179           2,406          2,650          1,576           8,811
                                                                                                                               -
       General, administrative, and all
       other operating expenses                                2,286           2,328          2,209          3,218          10,041
       Sales and marketing expenses                              353             327            402            496           1,578
       Intangible Impairment                                       -               -              -          4,741           4,741
       Depreciation and Amortization                             362             341            343            370           1,416
       Other expenses                                                                                            6               6
                                                          -----------    ------------   ------------   ------------   -------------
            Total operating expenses                           3,001           2,996          2,954          8,831          17,782
                                                          -----------    ------------   ------------   ------------   -------------
       Income (loss) from operations                            (822)           (590)          (304)        (7,255)         (8,971)
                                                                                                                               -
       Interest and other expense (net)                         (103)           (188)          (160)          (262)           (713)
       Income (loss) from operations of                                                                                        -
            investees                                            -              (250)           -              -              (250)
                                                          -----------    ------------   ------------   ------------   -------------
       Income (loss) before income taxes                        (925)         (1,028)          (464)        (7,517)         (9,934)
       Provision for (benefit) income taxes                      -               -              200          3,043           3,243
                                                          -----------    ------------   ------------   ------------   -------------
       Net income (loss)                           $            (925) $       (1,028) $        (664) $     (10,560) $      (13,177)
                                                          ===========    ============   ============   ============   =============

       Earnings (Loss) per Share:
            Basic                                  $           (0.08)          (0.08) $       (0.05) $       (0.85) $        (1.06)
                                                          ===========    ============   ============   ============   =============
            Diluted                                $           (0.08) $        (0.08) $       (0.05) $       (0.85) $        (1.06)
                                                          ===========    ============   ============   ============   =============
</TABLE>


                                       14
<PAGE>

    Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
            ----------------------------------------------------------------

OVERVIEW
--------

The following section presents a discussion and analysis of the Company's
results and operations during the past three fiscal years, and its financial
condition at fiscal year end. Statements that relate to the Company's future
performance, anticipated financial position, or results of operations for any
other future period, are forward-looking statements within the Safe Harbor
Provision of the Private Securities Litigation Reform Act of 1995. Such
statements which are generally indicated by words or phrases such as "plan,"
"estimate," "project," "anticipate," "the Company believes," "management
expects," "currently anticipates," "remains optimistic," and similar phrases are
based on current expectations and involve risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual future results could differ
materially from those anticipated, projected or estimated. The factors that
could cause or contribute to such differences include, but are not limited to,
those discussed in this section, particularly in "Results of Operations," and
"Liquidity and Capital Resources." The Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.

The following discussion and analysis should be read with the Consolidated
Financial Statements and Notes to Consolidated Financial Statements contained in
this report. (Dollars in thousands except as noted or per share
information)

As described above under "Future Planned Expansion", on September 8, 2003 the
Company consummated three separate transactions with Auctentia. In addition, the
Company or one of its subsidiaries will act as exclusive supplier of
collectibles for Afinsa on a worldwide basis. These transactions are expected to
have a material effect on the future business, financial condition and results
of operations of the Company. Accordingly, the historical results of operations
presented herein are unlikely to be indicative of future results.

GENERAL
-------

The Company operates in one segment consisting of various collectibles, which
are summarized, in the accompanying table below. The aggregate sales for the
Company for the years ended June 30, 2003, 2002 and 2001, are shown for the
respective years subdivided by source and collectible type.

<TABLE>
<CAPTION>
                                                            For the Years Ended June 30,
                                     --------------------------------------------------------------------------
                                                       (In Thousands, except for percentages)

                                                                                           Percentages

                                       2003           2002           2001          2003       2002      2001
                                     --------------------------------------------------------------------------
<S>                                   <C>            <C>            <C>             <C>       <C>       <C>

 Aggregate Sales                       $ 118,232      $ 99,224       $ 96,489        100%      100%      100%
                                     =============  ============   ============

     By Source:

            A. Auction                    21,310        22,608         34,156         18%       23%       35%

            B. Sales of Inventory         96,922        76,616         62,333         82%       77%       65%
                                     -------------  -----------    ------------    --------   -------   -------
                                       $ 118,232      $ 99,224       $ 96,489        100%      100%      100%
                                     =============  ============   ============    ========   =======   =======

     By Collectible Type:

            A. Philatelics                23,397        12,239         15,192         20%       12%       16%

            B. Numismatics                91,894        77,831         58,641         78%       78%       61%

            C. Mass Market Collectibles        -         1,679          5,313          0%        2%        6%

            D. Sports Collectibles         2,796         3,782          7,034          2%        4%        7%

            E. Diamond                         -             -             93          0%        0%        0%

            F. Art                            50            40             39          0%        0%        0%

            G. Other Collectibles             95         3,653         10,177          0%        4%       10%
                                     ------------  ------------   ------------    --------   -------   --------
                                       $ 118,232      $ 99,224       $ 96,489        100%      100%      100%
                                     ============  ============   ============    ========   =======   ========
</TABLE>


                                       15
<PAGE>


The Company's aggregate sales are generated by the sale of property at auction,
by private treaty and by sale of the Company's inventory. Aggregate sales
consist of the total proceeds realized from the sale of property and include the
Company's commissions when applicable. Property sold by the Company is either
consigned by the owner of the property, or is owned by the Company directly.

Total revenues included in the Consolidated Statements of Operations are
comprised of sales of inventory owned by the Company and commissions earned on
the respective sales of consigned inventory. 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.

Only revenues and not aggregate sales are included in the accompanying
Consolidated Statements of Operations since aggregate sales are not recognized
in accordance with accounting principles generally accepted in the United States
of America.

The following table sets forth, for the periods presented certain data from our
consolidated statements of operations as a percentage of net revenues. The
information contained in the table below should be read in conjunction with the
Consolidated Financial Statements and Notes thereto included elsewhere in this
report.


<TABLE>
<CAPTION>
                                                  Fiscal Year
                                                2003             2002           2001
                                            --------------------------------------------------
<S>                                                <C>              <C>            <C>
Net Revenue                                        100.0  %         100.0  %       100.0  %
Gross Profit                                        14.3             10.9            7.5

Operating Expenses
      General and Administrative                     5.1              6.8            8.0
      Depreciation and Amortization                  0.6              1.8            2.3
      Intangible Impairment                          0.0              5.9            3.2
      Other Expense                                  0.0              0.0            0.5
      Salaries and Wages                             5.4              5.5            7.7
      Acquisition and Merger Costs                   0.0              0.0            0.3
      Marketing                                      1.5              1.9            2.8
                                            --------------------------------------------------
Total Operating Expenses                            12.6             21.9           24.8
                                            --------------------------------------------------
Earnings (Loss) from operations                      1.7            (11.0)         (17.3)

Interest Income and Expense (net)                   (0.7)            (0.9)          (1.7)
Gain on sale of investee                             2.0             (0.3)          (7.3)
Loss on sale of marketable securities                0.0              0.0            0.0
                                            --------------------------------------------------
Earnings (Loss) before income taxes                  3.0            (12.2)         (26.3)
                                            --------------------------------------------------
Provision for (Benefit from) income taxes            0.2              4.0           (2.1)
Net Income (Loss)                                    2.8  %         (16.2) %       (24.2) %
                                            ==================================================
</TABLE>


                                       16
<PAGE>


Results of Operations Years ended June 30, 2003 and 2002 (Dollars in thousands
except as noted or per share information)

    Revenues:

            For the year ended June 30, 2003, operating revenues increased by
            approximately $20,414 (25%) from approximately $80,777 for the year
            ended June 30, 2002 to approximately $101,191 for the year ended
            June 30, 2003. This increase is almost exclusively attributable to
            an increase in sales of owned inventory of approximately $20,306
            (27%). This increase was in part the result of higher sales of coins
            of approximately $14,063 as well as an increase in stamp revenue of
            approximately $4,671. The increase in stamp sales was due to sales
            to Afinsa Bienes Tangibles S.A. ("Afinsa"), a related party, in the
            amount of $7,654. The combined gains from coin and stamps were
            reduced by $2,652 due to the sale of the comic and movie poster
            division in September 2001. For the year ended June 30, 2002,
            operating revenues contained comic book sales and auctions of
            $2,650. Also there was a decrease of $774 due to a softening of the
            sports market.

            The Company has entered into an agreement with Afinsa pursuant to
            which it, or one of its subsidiaries, will act as exclusive supplier
            of collectibles for Afinsa on a worldwide basis. It is expected that
            commencing in the year ended June 30, 2004, the Company will
            generate additional revenues earned under that agreement.

            The variation in any year in the composition of total revenues (as
            between revenues resulting from inventory sales and commissions
            resulting from consignment sales) is largely a function of
            availability, market demand and conditions rather than any
            deliberate attempt by the Company to emphasize one area over the
            other. Sellers/consignors of property to the Company generally make
            their own determinations as to whether the property should be sold
            to the Company for the specified price offered by the Company or
            offered for sale at auction at a price that cannot be predicted in
            advance. Such determination is based on the potential risks and
            rewards involved, and includes an evaluation of the marketability of
            the property and the potential pool of buyers. The Company engages
            in a similar analysis in determining whether to acquire inventory
            for its own account and the price it is willing to pay for such
            inventory.

            Gross profit increased to approximately $14,519 for the year ended
            June 30, 2003 from approximately $8,811 for the year ended June 30,
            2002. This represents an increase of approximately $5,708 (65%).
            Included in the Cost of Merchandise Sold are reserves recorded to
            reflect management's estimate of net realizable value of inventories
            relating to price variability of approximately $0 and $1,400 for the
            years ended June 30, 2003 and 2002, respectively. A significant
            amount of the increased gross profit was derived from direct sales
            of two large specialty collections to Afinsa (a related party) in
            the fourth quarter. Stamp sales to Afinsa are expected to continue
            in the ensuing quarters although the amount may fluctuate.
            Additional gross profit from higher coin sales was approximately
            $932.

            Gross profit percentage increased from 11% for the fiscal year end
            2002 to 14% for fiscal year end 2003. The largest contributing
            factor to the increase in gross profit percentage was $7,350 in
            direct sales of two large specialty collections to Afinsa (a related
            party) in the fourth quarter. Exclusive of sales to Afinsa, the
            gross profit percentage for fiscal 2003 would be 12% as compared to
            11% for fiscal 2002. The increase was the result of higher gross
            profit margins on auction sales of owned stamp inventory, which is
            reflective of the improvement in quality and pricing of stamp
            purchases by the Company.

            The gross profit percentage can vary depending on the market demand
            and market conditions relative to each type of the product being
            sold and the proportion of the revenue mix between sales of
            merchandise and commissions earned, whereby sales of merchandise as
            compared to commissions earned yield a gross profit of less than
            100%.


                                       17
<PAGE>

   Operating Expenses:

            The decrease in total operating expenses (28%), in combination with
            the revenue increases (25%) had the effect of decreasing total
            operating expenses as a percentage of operating revenue from 22%
            during the year ended June 30, 2002 to 13% in the year ended June
            30, 2003. The Company recorded expenses relating to bad debt of $172
            and $601 for 2003 and 2002 , respectively. Over the past five years
            the average ratio of bad debt to aggregate sales was less than 1%.
            The Company's aggregate operating expenses, exclusive of cost of
            merchandise sold, for the year ended June 30, 2003 was approximately
            $12,750 compared with approximately $17,782 for the year ended June
            30, 2002, representing a decrease of approximately $5,032 (28%).
            Included in the operating loss for the year ended June 30, 2002 are
            expenses relating to intangible impairments of $4,741 as compared to
            $0 in the year ended June 30, 2003. The intangible impairment
            charges were based on future discounted cash flows as further
            described in the Company's Critical Accounting Policies.
            Depreciation and amortization for the year ended June 30, 2003
            exclusive of intangible impairments decreased $859 from
            approximately $1,416 in the year ended June 30, 2002 to
            approximately $557 in the year ended June 30, 2003. Depreciation
            decreased $169 and amortization $690 in the year ended June 30,
            2003. The reduction of amortization expense is the result of the
            Company's adoption of Statement of Financial Accounting Standards
            ("SFAS") No 142 as of July 1, 2002 which requires that goodwill and
            intangible assets with indefinite lives no longer be amortized, but
            instead be tested for impairment at least annually. The test
            conducted for year ended June 30, 2003 resulted in no impairments.
            G&A expenses decreased approximately $336 in year ended June 30,
            2003 when compared to 2002 in large part due to charges of $209 of
            service fees for Greg Manning Direct in the year ended June 30, 2002
            with $0 in the year ended June 30, 2003. Salaries increased $927 in
            the year ended June 30, 2003 due in part to an increase in personnel
            to handle the increase in coin and stamp inventory and corresponding
            sales but also in the form of bonuses both contractual, $413, and
            discretionary, $215.

    Interest income and expense:

            Interest expense increased approximately $38 (5%) to approximately
            $874 for the year ended June 30, 2003 as compared to that of the
            previous year largely due to financing for specific inventory
            purchases with the seller. Interest income increased during the year
            ended June 30, 2003 by approximately $48 (38%). The interest income
            in the year ended June 30, 2002 was lower due to the write-off of
            finance charges, which were deemed uncollectible.

    Provision for Income Taxes:

            The Company's effective tax rate for the year ended June 30, 2003
            and 2002 were approximately 6% and 33%, respectively. The difference
            relates to a state tax expense for 2003 as compared to an increase
            in the valuation allowance provided for all deferred tax asset
            attributes in 2002. This rate may change in future periods if
            operating results or acquisition related costs differ significantly
            from current projections.

            During 2002, both the State of New Jersey and California passed tax
            legislation, which, among other things, requires the suspension of
            the use of state net operating loss carry-forwards for two years. As
            a result, there is provision for state income taxes for the year
            ended June 30, 2003. In order to compensate for the suspension of
            the state net operating losses, the period of availability has been
            extended by two years.

     Net Income (Loss):

            The Company recorded net income for the year ended June 30, 2003 of
            approximately $2,823 compared to a loss of approximately $13,177 for
            the year ended June 30, 2002 an increase of net income of
            approximately $16,000 during this period. The increase in gross
            profit of approximately $5,708, a reduction of depreciation and
            amortization expense including intangible impairment of
            approximately $5,600, the gain on sale of an equity method investee
            of $2,035 to Afinsa-related party and a reduction in tax expense of
            $3,051 made up the change in net income for the fiscal ended June
            30, 2003 in comparison the


                                       18
<PAGE>

            fiscal year ended June 30, 2002. The tax expense of $3,243 in the
            fiscal year ended June 30, 2002 was the result of an increase in the
            valuation allowance provided for all deferred tax asset attributes
            in 2002.

Results of Operations Years ended June 30, 2002 and 2001 (Dollars in thousands
except as noted or per share information)

    Revenues:

            For the year ended June 30, 2002, operating revenues increased
            approximately $13,381 (20%) to approximately $80,777 compared with
            approximately $67,396 for the year ended June 30, 2001. This
            increase is largely attributable to an increase in sales of owned
            inventory of approximately $14,283 (23%). This increase was entirely
            the result of higher sales of coins of approximately $22,500. The
            increase in coin revenue was partially offset by a decrease in
            commission revenue of approximately $900, a decrease of $4,700 due
            to the sale of the comic and movie poster division in September 2001
            and a decrease of $1,700 due to a softening of the sports market.

            The variation in any year in the composition of total revenues (as
            between revenues resulting from inventory sales and commissions
            resulting from consignment sales) is largely a function of
            availability, market demand and conditions rather than any
            deliberate attempt by the Company to emphasize one area over the
            other. Sellers/consignors of property to the Company generally make
            their own determinations as to whether the property should be sold
            to the Company for the specified price offered by the Company or
            offered for sale at auction at a price that cannot be predicted in
            advance. Such determination is based on the potential risks and
            rewards involved, and includes an evaluation of the marketability of
            the property and the potential pool of buyers. The Company engages
            in a similar analysis in determining whether to acquire inventory
            for its own account and the price it is willing to pay for such
            inventory.

            Gross profit increased from approximately $5,042 for the year ended
            June 30, 2001 to approximately $8,811 for the year ended June 30,
            2002. This represents an increase of approximately $3,769 (75%).
            Included in Cost of Merchandise Sold are reserves recorded to
            reflect management's estimate of net realizable value of inventories
            relating to price variability of approximately $1,400, $2,400 and
            $500 for the years ended June 30, 2002, 2001 and 2000, respectively.
            The increased gross profit also reflects a stronger realization of
            inventory value resulting from management's aggressive program to
            lower inventory balances of poorly performing inventory by selling
            such inventory to generate cash and meet working capital needs,
            which was initiated in fiscal 2001. The Company's program consisted
            of selling inventory in order to generate cash. Inventory turnover
            in this industry is relatively low because goods are sold depending
            on market conditions as to not flood the market and are held in
            inventory until their peak values. The aggressive program also
            refers to the Company selling inventory to meet working capital
            needs instead of waiting for peak market conditions. In general, in
            the collectibles industry, inventory turnover is relatively low, as
            goods are sold depending on market conditions to avoid flooding the
            market and with an eye toward holding inventory until it reaches its
            peak value. Beginning in fiscal year 2001, to generate cash and to
            meet working capital needs, the Company sold inventory based upon
            need rather than waiting for values to peak.

    Operating Expenses:

            The increase in operating expenses (7%), in combination with the
            revenue increases (20%) had the effect of decreasing operating costs
            as a percentage of operating revenue from 25% during the year ended
            June 30, 2001 to 22% in the year ended June 30, 2002. The Company
            recorded expenses relating to bad debt of $601 (.61% of aggregate
            sales) in fiscal 2002 and $415 (.43% of aggregate sales) during
            fiscal 2001. Over the past five years (including fiscal 2001 and
            fiscal 2002) the average ratio of bad debt to aggregate sales was
            less than 1%. The Company's aggregate operating expenses, for the
            year ended June 30, 2002 totaled approximately $17,782 compared with
            approximately $16,682 for the year ended June 30, 2001, representing
            an increase of approximately $1,100 (or 7%).


                                       19
<PAGE>

            Included in the operating loss for fiscal 2002 are expenses relating
            to intangible impairments of $4,741 as compared to $2,158 in fiscal
            2001 and although this represents an increase of $2,583 it was
            offset by reductions in all other expenses. The intangible
            impairment charges were based on future discounted cash flows as
            further described in the Company's Critical Accounting Policies. The
            primary decreases in the operating expenses for the year ended June
            30, 2002 from the prior year were decreases in salaries and wages of
            approximately $633 (12%), a decrease in acquisition and merger costs
            of $205 (100%) and other expenses decreasing $334 (98%).

    Interest Income and Expense:

            Interest expense decreased approximately $591 (41%) to approximately
            $837 for the year ended June 30, 2002 as compared to that of the
            previous year. This decrease was attributable to lower average
            borrowings caused primarily by the repayment of loans as well as a
            reduction of the loan guarantee fee paid to Greg Manning from $191
            in the year ended June 30, 2001 to $29 in the year ended June 30,
            2002. Interest income decreased during the year ended June 30, 2002
            by approximately $168 (58%). This was caused by an overall decrease
            in advances to consignors.

    Provision for Income Taxes:

            The Company's effective tax rate (benefit) for the year ended June
            30, 2002 and 2001 were approximately 33% and (8%), respectively. The
            difference relates to an increase in the valuation allowance
            provided for all deferred tax asset attributes. This rate may change
            in future periods if operating results or acquisition related costs
            differ significantly from current projections.

    Net Income (Loss):

            The Company recorded a net loss for the year ended June 30, 2002 of
            approximately $13,177 compared to approximately $16,323 for the year
            ended June 30, 2001 and reflected a decreased loss of approximately
            $3,146 (19%) during this period. The increase in gross profit of
            approximately $3,769 during the year ended June 30, 2002, was the
            main contributing factor, while a decrease in the loss from
            operations of investee of approximately $4,701 from fiscal 2001 and
            an increase in the provision for income taxes (benefit) of
            approximately $4,647 compared to the previous year offset each
            other.

EUROPEAN MONETARY UNION
-----------------------

The European Monetary Unit (the "euro") was introduced on January 1, 1999 as a
wholesale currency. The eleven participating European Monetary Union member
countries established fixed conversion rates between their existing currencies
and the euro. The existing currencies will continue to be used as legal tender
through January 1, 2002; thereafter, on July 1, 2002, the existing currencies
will be cancelled and euro bills and coins will be used for cash transactions in
the participating countries.

The Company believes that it's European financial and cash management operations
affected by the euro conversion have adequately been prepared for its
introduction. The Company is able to determine the ultimate financial impact, if
any, of the euro conversion on its operations, given that the impact will be
dependent upon the competitive situations that exist in the various regional
markets in which the Company participates.

OFF-BALANCE SHEET ARRANGEMENTS
------------------------------

The Company has no off-balance sheet arrangement that has or is reasonably
likely to have a current or future effect on the Company's financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.


                                       20
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Operating Activities:
---------------------

The Company experienced a negative cash flow from operating activities of
approximately $1,170 for the year ended June 30, 2003 as compared to a negative
cash flow of approximately $437 for 2002, a decrease of approximately $733.
Inventory purchases resulted in a decrease in cash flow of $3,895 in 2003 from a
positive cash flow of $2,209 in 2002. The large difference was due to the
purchase of large collections in the fourth quarter of 2003 of both coins and
philatelics. Accordingly, because of the inventory purchases there was a
positive cash flow of $5,679 in 2003 from accounts payable as compared to a
negative cash flow of $72 in 2002 or a net change of $5,751. Overall there was a
positive change in cash and cash equivalents in 2003 of $81.

The Company experienced a negative cash flow from operating activities of
approximately $437 for the year ended June 30, 2002 as compared to a positive
cash flow of approximately $620 for 2001, a decrease of approximately $1,057.
This decrease in cash flow for the year ended June 30, 2002 was primarily
attributable to a decline in the net change in inventory of approximately $2,209
as compared to a decrease of $6,248 in year ended June 30, 2001.

Investing Activities:
---------------------

The Company had negative cash flow from investing activities of approximately
$818 for the year ended June 30, 2003, which was mainly comprised of payments
for capital expenditures of $231 and a loan to a related party in the amount of
$600.

The Company had a negative cash flow from investing activities of approximately
$381 for the year ended June 30, 2002 as compared to a negative cash flow of
$720 for the year ended June 30, 2001 or an increase of $339. The reduction in
negative cash flow in 2002 was attributable to a decline in capital expenditures
in the amount of approximately $797 offset by proceeds from the sale of an
equity method investee in the amount of $500.

Financing Activities:
---------------------

The Company had positive cash flow from financing activities of approximately
$2,069. During 2003, the Company had additional borrowings of $635 from demand
notes payable - related party. The Company also established a new line of credit
with Banco Santander Hispano, S.A., on April 17, 2003 with borrowings of $2,500.
These increases were offset by the repayment of $1,208 relating to notes payable
and capital leases. Additionally there was an increase in cash from the exercise
of options of $142.

Under an agreement dated March 15, 2003, GMAI sold all of its then-outstanding
interest in GMAI-Asia to Afinsa for $2,035, consisting of 8,140,000 shares of
GMAI-Asia.com common stock. The proceeds from the sale were used to pay off all
amounts outstanding under GMAI's revolving line of credit with Afinsa.

The Company had positive cash flow from financing activities of approximately
$829 in the year ended June 30, 2002 or a decrease of $337 compared to fiscal
fiscal year ended 2001. Part of the decrease in fiscal 2002 was due to a total
reduction in debt of $1,151 and a decrease of $361 in proceeds from the sale of
common stock. In 2002 there were no purchases of treasury stock as opposed to a
purchase of $1,215 of treasury stock in 2001.

Credit and Financing Facilities:
--------------------------------

The Company's Credit and Financing Facilities, which are included in the above
discussion, consist of the following:

On April 17, 2003, GMAI entered into a revolving credit agreement with Banco
Santander Central Hispano, S.A. for a credit facility of up to $2,500.
Borrowings under this facility bear interest at a rate of prime plus .25%. The
agreement has been guaranteed by Afinsa and requires that Auctentia maintain
ownership of at least 43% of the outstanding shares of voting stock of GMAI. The
agreement expires on April 12, 2004. The agreement contains other standard
agreements and covenants. At June 30, 2003, GMAI had borrowed $2,500 under this
facility.

The Company has a secured loan from a privately held capital fund in the amount
of $4,300 as of on June 30, 2003. The loan is collateralized by inventory and
has an interest rate of 10%. The loan is due December 31, 2003.

The Company has a note payable, collateralized by specific coin inventory with
an interest rate of 9% with quarterly payments of $500 commencing in April 2002
until the loan maturity date in August 2003. Borrowing under this note were $125
as of June 30, 2003. Such amounts were repaid as of the date of this report.


                                       21
<PAGE>

The remaining notes payable consist of capital leases for the purchase of
equipment bearing interest at rates ranging from 13% to 21%. Total borrowings
outstanding under the leases were $140 as of June 30, 2003.

During 2002, the Company entered into an agreement with Afinsa pursuant to which
Afinsa agreed to provide the Company with a revolving credit facility of up to
$2,000. Borrowings under that facility bear interest at an annual rate of 8%.
The agreement also provided that any borrowings not repaid in accordance with
the terms of the agreement could have been converted into GMAI stock at the
discretion of Afinsa. The agreement expired October 2002 and was renewed for an
additional six months. All borrowings under this facility were repaid in March
2003 and this renewed facility has expired. No borrowings under this facility
were converted into GMAI stock.

As of June 30, 2003, the Company had an aggregate of $7,065 of debt outstanding
under the above credit and financing facilities.

NEED FOR FUTURE LIQUIDITY
-------------------------

The Company's need for liquidity and working capital may increase as a result of
its continuing business expansion activities. In addition to the need for such
capital to enhance the Company's ability to offer cash advances to a larger
number of potential consignors of property (which is an important aspect of the
marketing of an auction business), the Company may require additional working
capital in the future in order to acquire collectibles for sale in the Company's
business, to expand into sales of other collectibles and to initiate any other
new business activities.

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 make any additional significant acquisitions, the Company may
consider exploring financing alternatives, including increasing its working
capital credit facilities or raising additional debt or equity capital. The
raising of additional equity capital will cause dilution to existing
shareholders.

CONTRACTUAL OBLIGATIONS
-----------------------

Our contractual obligations related to non-cancelable operating and capital
leases at June 30, 2003 were as follows:

                                             Payment due by period
                                -----------------------------------------------
                                            Less      1-3      3-5       More
                                            than                         than
                                  Total    1 year    years    years     5 years
                                -----------------------------------------------
Demand Notes                      6,925    6,925
Long-Term Debt
Capital Lease Obligations           139       90      48
Operating Lease Obligations       1,288      546     743
                                -----------------------------------------------
Total                             8,352    7,561     791


The Company has a commercial commitment as of June 30, 2003 consisting of a
guarantee of $2,400 of indebtedness of China Everbright Bank, which was entered
into in connection with certain transactions involving GMAI-Asia. Under an
agreement dated March 15, 2003, GMAI sold all of its then-outstanding interest
in GMAI-Asia for $2,035, consisting of 8,140,000 shares of GMAI-Asia.com common
stock. The proceeds from the sale were used to pay off all amounts outstanding
under GMAI's revolving line of credit with Afinsa. The GMAI guarantee is still
outstanding; however, Afinsa has agreed to indemnify GMAI for any obligation or
liability under the guarantee.

AUCTION CYCLES
--------------

A buyer of auctioned property may be permitted to take possession of the
property before payment is made. Most accounts receivable are collected within
30 to 60 days, which is consistent with business practice in the collectible
markets. For the years ended June 30, 2003 and 2002 the Company's expense
relating to bad debt was approximately $172 and $601 respectively. For the years
ended June 30, 2003 and 2002 the Company's history of bad debts has been less
than 1% of revenue.

Because of the nature of the auction business of the Company, there is a
relationship between accounts receivable, advances to consignors, and payable to
consignors. Depending upon the relationship of the balance sheet date to a given
auction sale date and a settlement date for a given auction, these balances
could change substantially from one balance sheet date to another.


                                       22
<PAGE>

In the cycle of any single auction, the effect on the balance sheet and on the
Company's cash flows is significant when compared to the total assets of the
Company.

The cycle for a single auction begins with consignors contracting with the
Company to sell their property at auction. Typically these contracts are signed
from 8 to 16 weeks in advance of the auction sale date. No entry is made on the
balance sheet of the Company when the Company receives the property for auction
or when a contract for the consignment to the auction is signed. Since the
contract for the sale of the property is for services not yet rendered, there is
no financial statement impact.

At the time of the consignment, or any time thereafter until the auction sale
date, the consignor may request a cash advance which is a prepaid portion of the
prices to be realized of the property irrevocably committed to be sold in the
auction. The cash advance takes the form of a self-liquidating, secured loan to
the consignor, using the property consigned as collateral. Cash advances to
consignors are often used as a marketing tool in order to obtain property for a
sale. When the cash advance is made, there is an increase of the accounts of the
Company in cash advances to consignors, and simultaneously, there is a
corresponding decrease in cash.

Approximately 6 weeks after the auction date, often referred to as the
settlement date, the payables to consignors decrease to zero as all the
consignors are paid and the Company withholds a portion of the amounts due the
consignor for the sale of the property as an offset to repay the principal
amount and the accrued interest on the cash advances to consignors (or loans to
consignors), and there is a decrease in cash, corresponding to the net amount
paid to the consignors.

The entire cycle for a single auction typically is about 14 to 22 weeks in
duration. Because of the high level of activity in the Company, single auction
cycles do not occur in series, with the next cycle beginning immediately after
the previous cycle ends. Rather, single auction cycles occur in parallel. For
example, when a certain cycle ends, a second cycle may be at the midpoint, while
yet a third cycle is just beginning. Depending upon the relative values of the
property consigned to each sale in the three cycles in this example, and
depending upon the demand for auction advances in each of the cycles, the
cumulative effect on the balance sheet, and particularly the current assets and
current liabilities and the Company's cash flows, is very significant.

INFLATION
---------

The effect of inflation on the Company has not been significant during the last
three fiscal years.

CRITICAL ACCOUNTING POLICIES
----------------------------

The Company's consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States ("GAAP"). The
preparation of consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

The Company believes that the estimates, judgments and assumptions upon which
the Company relies are reasonable based upon information available to us at the
time that these estimates, judgments and assumptions are made. To the extent
there are material differences between these estimates, judgments or assumptions
and actual results, our financial statements will be affected.

The significant accounting policies that the Company believes are the most
critical to aid in fully understanding and evaluating our reported financial
results include the following:

      o     Revenue Recognition
      o     Allowances for Doubtful Accounts and Sales Returns
      o     Inventory Valuation and Classification
      o     Goodwill and Intangible Assets
      o     Accounting for Income Taxes

In many cases, the accounting treatment of a particular transaction is
specifically dictated by GAAP and does not require management's judgment in its
application. There are also areas in which management's judgment in selecting
among available alternatives would not produce a materially different result.
Our senior management has reviewed the Company's critical accounting policies
and related disclosures with our Audit Committee. See Notes to Consolidated
Financial Statements, which contain additional information regarding our
accounting policies and other disclosures required by GAAP.



                                       23
<PAGE>

REVENUE RECOGNITION
-------------------

The Company derives revenues from two primary sources:

1.    Auction Revenue:

Revenue is recognized when collectibles are sold at auction and is represented
by an auction 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. Such amounts of revenue are recorded on a net basis as
commission revenue.

The Company also sells its own inventory at auction. Revenue of owned inventory
is recognized when sold at auction. Such amounts of revenue are recorded on a
gross basis as sales of merchandise. Additionally, the Company is entitled to
auction commissions paid by the buyer. Sales returns have not been material.

2.    Private Treaty Sales:

Private treaty sales represent sales of consigned property and sales of owned
inventory.

Private treaty sales of consigned property occur when an owner of property
arranges with the Company to sell such consigned 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.
Such amounts of revenue are recorded on a net basis as commission revenue and
are recognized when sold.

Private treaty sales of owned inventory occur when the Company sells its goods
directly to a customer either wholesale or retail. Revenue with respect to
private treaty revenues is recognized when delivered or released to the customer
for acceptance or to a common carrier for delivery. Such amounts of revenue are
recorded on a gross basis as sales of merchandise. Sales returns have not been
material.

The Company does not provide any guarantee with respect to the authenticity of
property offered for sale at auction. Each lot is sold as genuine and as
described by the Company in the catalogue. 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 the lot in question. To date, returns have not been
material. Large collections are generally sold on an "as is" basis.

ALLOWANCES FOR DOUBTFUL ACCOUNTS AND SALES RETURNS
---------------------------------------------------

The Company makes judgments as to our ability to collect outstanding auction and
consignor advances receivables and provides allowances for the portion of
receivables when collection becomes doubtful. Provisions are made based upon a
specific review of all significant outstanding invoices. The Company
continuously monitors payments from its customers and maintains allowances for
doubtful accounts for estimated losses in the period they become known.

The Company frequently extends trade credit in connection with its auction
sales, which are held throughout the United States. The Company evaluates each
customer's creditworthiness on a case-by-case basis; generally the customers who
receive trade credit are professional dealers who have regularly purchased
property at the Company's auctions or whose reputation within the industry is
known and respected by the Company.

In situations where trade credit is extended, the purchaser generally takes
possession of the property before payment is made by the purchaser to the
Company, and the Company is liable to the consignor for the net sales proceeds
(auction hammer price less commission to the Company). The Company pays the
consignor generally not later than the 45th day after the sale, and when trade
credit is extended, the Company assumes all risk of loss associated with the
trade credit, and the responsibility of collection of the trade credit amount
from the purchaser. Losses to date under these situations have not been
material.

Certain significant sales of inventory owned by the Company are made with
extended payment terms (up to twelve months). Certain assets held by the Company
collateralize these significant receivables.

If the historical data the Company uses to calculate the allowance provided for
doubtful accounts does not reflect the future ability to collect outstanding
receivables, additional provisions for doubtful accounts may be needed and the
future results of


                                       24
<PAGE>

operations could be materially affected. In recording any additional allowances,
a respective charge against income is reflected in the general and
administrative expenses, and would reduce our operating results in the period in
which the increase is recorded.

INVENTORY VALUATION AND CLASSIFICATION
--------------------------------------

Inventories are stated at the lower of cost or market ("LCM"), which reflects
management's estimates of net realizable value. Inventories are accounted for
under the specific identification method. In instances where bulk purchases are
made, the cost allocation is based on the estimated market values of the
respective goods. The Company periodically reviews the age and turnover of its
inventory to determine whether any inventory has declined in value and incurs a
charge to operations for such declines. The Company records write-downs based on
two methodologies; specific write-downs on certain items based on declines in
the marketplace, and estimated write-downs based on a percentage of the
inventory aging by category type, unless the Company implores a marketing
strategy to sell goods over time. If actual market conditions are less favorable
than those projected by management and the Company's estimates prove to be
inaccurate, additional write-downs or adjustments to recognize additional cost
of sales may be required. Increases in write-downs and adjustments are recorded
in the period in which they are identified and a resulting charge to cost of
merchandise sold is recorded which would reduce our operating results in the
period in which the increase is recorded.

In certain instances, the Company holds inventory for a period of time in excess
of one year, which is generally based on a marketing strategy to sell
collectibles over time in order to avoid flooding the marketplace. Inventories,
which are not expected to be sold within one year, are classified with other
Non-Current Assets in the Consolidated Balance Sheets in the accompanying
consolidated financial statements.

INTANGIBLE ASSETS
-----------------

Goodwill
--------

Goodwill primarily includes the excess purchase price paid over the fair value
of net assets acquired. Effective July 1, 2002, the Company adopted Statement of
Financial Accounting Standards ("SFAS"), No. 142, "Goodwill and Other Intangible
Assets". Under SFAS 142, the Company ceased amortization of goodwill and tests
its goodwill on an annual basis using a two-step fair value based test.

The first step of the goodwill impairment test, used to identify potential
impairment, compares the fair value of a reporting unit with its carrying
amount, including goodwill. If the carrying amount of the reporting unit exceeds
its fair value, the second step of the goodwill impairment test must be
performed to measure the amount of the impairment loss, if any. Management has
determined that it operates as one reporting unit and therefore assesses
goodwill for impairment on an enterprise -wide basis. Management evaluates the
recoverability of goodwill using the Company's market capitalization, which
determines if the carrying value of goodwill is impaired. If impairment is
determined, the Company will recognize additional charges to operating expenses
in the period in which they are identified, which would result in a reduction of
operating results and a reduction in the amount of goodwill.

Prior to the adoption of SFAS 142 on July 1, 2002, the Company amortized
goodwill over its estimated useful life and evaluated goodwill for impairment in
conjunction with its other long-lived assets.

Other Intangible Assets
-----------------------

Other purchased intangibles consisting of trademarks and customer list,
purchased as part of business acquisitions are presented net of related
accumulated amortization and are being amortized on a straight-line basis over
the remaining useful lives.

The Company records impairment losses on other intangible assets when events and
circumstances indicate that such assets might be impaired and the estimated fair
value of the asset is less than its recorded amount in accordance with SFAS No
144, "Accounting for the Impairment or Disposal of Long-Lived Assets." The
Company reviews the value of its long-lived assets for impairment whenever
events or changes in business circumstances indicate that the carrying amount of
the assets may not be fully recoverable or that the useful lives of these assets
are no longer appropriate. Conditions that would necessitate an impairment
assessment include material adverse changes in operations, significant adverse
differences in actual results in comparison with initial valuation forecasts
prepared at the time of acquisition, a decision to abandon certain acquired
products, services or marketplaces, or other significant adverse changes that
would indicate the carrying amount of the recorded asset might not be
recoverable.


                                       25
<PAGE>

Annually, the Company performs this analysis with assistance from an independent
valuation expert. The Company evaluates the recoverability of other purchased
intangibles using undiscounted cash flows whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. In
performing these analyses uses the best information available in the
circumstances including reasonable and supportable assumptions and projections.

INCOME TAXES
------------

As part of the process of preparing consolidated financial statements, the
Company is required to estimate income taxes in each of the jurisdictions in
which it operates. Significant judgment is required in determining the income
tax expense provision. The Company recognizes deferred tax assets and
liabilities based on differences between the financial reporting and tax bases
of assets and liabilities using the enacted tax rates and laws that are expected
to be in effect when the differences are expected to be recovered. The Company
assesses the likelihood of our deferred tax assets being recovered from future
taxable income. The Company then provides a valuation allowance for deferred tax
assets for which the Company does not consider realization of such assets to be
more likely than not. While the Company has considered future taxable income and
ongoing prudent and feasible tax planning strategies in assessing the valuation
allowance, there is no assurance that the valuation allowance would not need to
be increased in the future to cover additional deferred tax assets that may not
be realizable. Any increase in the valuation allowance could have a material
adverse impact on net income in the period in which such determination is made.

New Accounting Pronouncements
-----------------------------

Refer to Note 1 in the accompanying consolidated financial statements.

Safe Harbor Statement
---------------------

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      The Company's debt agreements expire at various times during the
            next twelve months. The Company has previously been able to
            refinance or renegotiate these agreements in the past. There can be
            no assurance that the Company will be able to accomplish this in the
            future.

     o      At times there may be a limited supply of collectibles available for
            sale by the Company, as well as the Auctentia subsidiaries. Such
            supply historically has varied from time to time. While neither the
            Company nor the Auctentia subsidiaries have generally experienced a
            lack of collectibles that has prevented them from conducting
            appropriately sized auctions on an acceptable schedule, no assurance
            can be given that the Company or the Auctentia subsidiaries 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 inability to do so would have
            a material adverse effect on the Company.

            Furthermore, the popularity of collectibles could decline. This
            could affect the market value of inventory that GMAI currently
            holds, including the inventory acquired under the inventory purchase
            agreement, or inventory it, CdC and the Auctentia subsidiaries may
            acquire in the future.

     o      The business of selling stamps, coins, and other collectibles at
            auction and in retail sales is highly competitive. The Company and
            the Auctentia subsidiaries compete 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 or the
            Auctentia subsidiaries operate, there can be no assurances that
            other companies with greater financial and other resources and name
            recognition will not enter the market. Among the primary competitors
            in the domestic and worldwide philatelic auction business are
            Matthew Bennett, Inc., Charles Shreve Galleries, Inc., H.R. Harmer,
            Robert A. Siegel, Philatelists on Line and eBay. With respect to
            sports trading card and sports memorabilia auction business, the
            primary competitors are Lelands, Mastro Auctions, Sotheby's,
            Collector's Universe and eBay. With respect to coin operations, the
            main competitors are Heritage, Stacks, Collector's Universe, Bower's
            and Merena, and Superior.

            With respect to internet operations, the market for internet
            products and services is highly competitive and there are no
            substantial barriers to entry. GMAI expects that competition will
            continue to intensify. Many of


                                       26
<PAGE>

            GMAI's internet competitors have more experience than we have
            maintaining internet operations and have greater brand recognition.

     o      As a result of the issuance of 13,000,000 shares to Auctentia on
            September 8, 2003 in connection with the consummation of the share
            purchase agreement, the inventory purchase agreement and the
            subscription agreement, Auctentia and its affiliates currently
            beneficially own approximately 72% of the issued and outstanding
            shares of GMAI's common stock. This represents a substantial
            dilution in the current voting power of non-Auctentia related
            stockholders of GMAI. As a result, Auctentia and its affiliates will
            be able to elect the entire board of directors of GMAI. Auctentia
            and its affiliates also may be able to approve other actions as a
            stockholder without obtaining the votes of other stockholders of
            GMAI or impede transactions that may be desirable for other
            stockholders. In addition, this concentration of ownership, which is
            not subject to any voting restrictions, could limit the price that
            investors might be willing to pay for GMAI's common stock.

     o      GMAI and Auctentia have signed a registration rights agreement
            pursuant to which Auctentia may request that 18,562,719 shares of
            GMAI common stock beneficially owned by it (including 126,833
            warrants to purchase GMAI common stock) be registered by GMAI at
            GMAI's expense. Auctentia has agreed that the 3,729,226 shares of
            GMAI stock it receives pursuant to the share purchase agreement will
            not be sold or otherwise transferred for a period of 18 months
            following the closing. All other registrable GMAI common stock owned
            by Auctentia (that is, approximately 57% of the outstanding shares
            of GMAI common stock) will be freely tradable immediately after any
            registration.

     o      The transactions contemplated by the share purchase agreement will
            present challenges to management, including the integration of the
            operations, product lines, technologies and personnel of GMAI and
            the Auctentia subsidiaries, and special risks, including possible
            unanticipated liabilities, unanticipated costs and diversion of
            management attention. GMAI cannot be certain that it will
            successfully integrate or profitably manage the Auctentia
            subsidiaries' business. In addition, there can be no assurance that
            the combined businesses will achieve increased sales levels,
            profitability, efficiencies or synergies or that the transactions
            contemplated by the share purchase agreement will result in
            increased earnings for the combined companies in any future period.
            The difficulties of combining the operations of GMAI and the
            Auctentia subsidiaries are complicated by the necessity of
            coordinating geographically separated organizations. The process of
            integrating operations could cause an interruption of, or loss of
            momentum in, the activities of GMAI's businesses, including the
            businesses acquired in the transactions. Additionally, the combined
            companies may experience slower rates of growth as compared to
            historical rates of growth of GMAI and the Auctentia subsidiaries
            independently.

     o      The Company's future success depends to a significant extent on its
            retaining services of senior management and other key personnel,
            particularly GMAI's President and Chief Executive Officer, Greg
            Manning, and the President of Spectrum Numismatics International,
            Inc., Greg Roberts. GMAI's business would be adversely affected if
            for any reason it failed to retain the services of Messrs. Manning
            or Roberts and failed to engage suitable replacements.

     o      GMAI'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 enactment of 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.

     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 our web sites, could grow more slowly or decline.


                                       27
<PAGE>

     o      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 has passed the
            U.S. Internet Tax Information Act, placing a moratorium on new state
            and local taxes on Internet commerce through November 1, 2003. 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.

     o      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 U.S. 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 our services and increase our
            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. GMAI 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 its trademarks and other proprietary
            rights.

     o      The Company cannot accurately forecast revenues of its business or
            the business of the Auctentia subsidiaries, particularly with
            respect to stamp auction operations. Due to difficulty anticipating
            levels or values of consignments at any given time, the stamp
            auction business is susceptible to significant fluctuations in
            operating results and revenue shortfalls, which could adversely
            affect the Company's business. In addition, GMAI's operating results
            in the coin business are dependent upon product availability over
            the short and long term, which cannot be predicted with any
            certainty. Future fluctuations in operating results or revenue
            shortfalls of the Company or the Auctentia subsidiaries could
            adversely affect the success of the Company. If revenue fails to
            offset operating expenses in the future, the Company may be required
            to fund future operations through the sale of additional common
            stock, which could cause the market price of its stock to decline,
            as well as have a dilutive effect on the value of its common stock
            currently outstanding.

            In addition, the Company may be adversely affected by the loss of
            one or more major customers.

     o      The market price of GMAI common stock has fluctuated and may
            continue to fluctuate significantly due to a number of factors, some
            of which may be beyond GMAI's control, including: sales of GMAI
            common stock by stockholders; actual or anticipated fluctuations in
            GMAI's operating results; the operating and stock price performance
            of other comparable companies; developments and publicity regarding
            GMAI's industry; and general economic conditions.

            In addition, the stock market in general has experienced volatility
            that has often been unrelated to the operating performance of
            individual companies. These broad market fluctuations may adversely
            affect the trading price of GMAI common stock, regardless of GMAI's
            actual performance, and could enhance the effect of any fluctuations
            that do relate to its operating results.

     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      GMAI has incurred net losses of $13,177,000, $16,323,000, and
            $3,668,000 for the fiscal years ended June 30, 2002, 2001 and 2000,
            respectively. Through the transactions with Auctentia and otherwise,
            GMAI is seeking to reduce operating expenses, optimize profitability
            and align resources with long-term business growth strategies, as
            well as to explore new sources of collectibles in an effort to
            increase margins and revenues from commissions. There can be no
            assurance that these steps (or any others) will result in a
            significant improvement in GMAI's financial condition, on either a
            short or long-term basis.

            Although the Company's results of operations for the year ended June
            30, 2003 reflect a significant improvement over recent years'
            results, a significant portion of the gross profit for the year was
            attributable


                                       28
<PAGE>

            to sales to one related party. A decrease in the level of sales to
            this party could have a material adverse effect on the Company.

     o      The Company's future results of operations could be adversely
            affected by changes in accounting standards promulgated by the
            Financial Accounting Standards Board, the Securities and Exchange
            Commission, and the American Institute of Certified Public
            Accountants.


This list should not be considered an exhaustive statement of all potential
risks and uncertainties.


                                       29

<PAGE>

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
          ----------------------------------------------------------

The Company does not believe that it is exposed to significant market risk
through interest rate risks, foreign currency exchange risks, commodity price
risks or other similar market risks. The Company's interest rates are generally
market-based. In addition, because its business is operated primarily in the
United States of America, its transactions are executed in U.S. dollars.
Subsequent to the closing of the transactions with Auctentia as discussed above,
we will have business operations in Europe; however, all transactions in Europe
will be executed and settled in Euros.

The Company will assess the significance of interest rate, exchange rate and
other market risk on a periodic basis and will implement strategies to manage
risk as appropriate.


                                       30
<PAGE>


Item 8......FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
            -------------------------------------------

The Financial Statements of the Company, together with the report of independent
accountants thereon, are presented under this Item 8:

                                      INDEX
                                                                           Page
                                                                           ----

      Report of Independent Accountants.....................................32

      Consolidated Balance Sheets -
      June 30, 2003 and 2002................................................33

      Consolidated Statements of Operations -
      Years ended June 30, 2003, 2002 and 2001..............................34

      Consolidated Statement of Stockholders' Equity -
      Years ended June 30, 2003, 2002 and 2001..............................35

      Consolidated Statements of Cash Flows - Years
      ended June 30, 2003, 2002 and 2001....................................38

      Consolidated Statements of Comprehensive Income (Loss) -
      Years ended June 30, 2003, 2002 and 2001..............................39

      Notes to Consolidated Financial Statements............................40


                                       31
<PAGE>


                        Report of Independent Accountants





To the Board of Directors and
Stockholders of Greg Manning Auctions, Inc.



We have audited the accompanying consolidated balance sheets of Greg Manning
Auctions, Inc. and Subsidiaries as of June 30, 2003 and 2002, and the related
consolidated statements of operations, stockholders' equity, cash flows and
comprehensive income (loss) for each of the three years in the period ended June
30, 2003. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Greg Manning
Auctions, Inc. and its Subsidiaries as of June 30, 2003 and 2002, and the
results of their operations and their cash flows for each of the three years in
the period ended June 30, 2003, in conformity with accounting principles
generally accepted in the United States of America.

As discussed in Note 6 to the consolidated financial statements, in 2003 the
Company changed its method of accounting for goodwill.




/s/ Amper, Politziner & Mattia P.C.

September 4, 2003, except for Note 20 as to which the date is September 8,
2003
Edison, New Jersey


                                       32
<PAGE>

                           GREG MANNING AUCTIONS, INC.
                           Consolidated Balance Sheets
                                    June 30,
                    (In Thousands, except Per Share Amounts)

<TABLE>
<CAPTION>

                                                                         2003             2002
                                                                       ---------        ---------
                                         Assets
                                         ------
<S>                                                                     <C>             <C>

 Current Assets
            Cash and Cash Equivalents                                  $   2,250        $   2,169
            Accounts Receivable, net;
                        Auctions and Trade                                 7,948            6,979
                        Related Party                                      4,588                -
                        Advances to Consignors                               781            1,164
            Inventory                                                     15,871           11,425
            Prepaid Expenses                                               1,177              380
                                                                      ----------       ----------
                         Total Current Assets                             32,615           22,117

            Property and Equipment, Net                                      744              948
            Goodwill, Net                                                  1,516            1,516
            Other Purchased Intangibles, Net                                 943            1,065
            Marketable Securities                                             49               76
            Investment in Investees                                          500                -
            Other Non-Current Assets
                        Loans Receivable Related Party                       600                -
                         Inventory                                           850            1,400
                         Other                                                90              226
                                                                      ----------       ----------
                         Total Assets                                 $   37,907       $   27,348
                                                                      ==========       ==========

                          Liabilities and Stockholders' Equity
                          ------------------------------------
 Current Liabilities
            Demand Notes Payable  - Bank                               $   2,500       $        -
            Demand Notes Payable - Related Party                               -            1,400
            Notes Payable and Capital Leases                               4,522            5,657
            Payable to Third Party Consignors                              2,468            2,945
            Accounts Payable                                               9,741            4,062
           Advances Payable                                                  827                -
           Accrued Expenses                                                2,612            1,512
                                                                      ----------       ----------
                         Total Current Liabilities                        22,670           15,576
            Notes Payable and Capital Leases - Long Term                      43              116
                                                                      ----------       ----------
                         Total Liabilities                                22,713           15,692

Stockholders' Equity
                 Preferred Stock, $.01 par value. Authorized
                           10,000 shares; none issued                          -                -
                 Common Stock, $.01 par value.
                           Authorized: 40,000 shares
                           Issued June 30, 2003 - 13,417 shares              134              130
                           Issued June 30, 2002 - 13,072 shares
                 Additional paid in capital                               46,480           45,842
                 Accumulated other comprehensive income:
                 Unrealized loss on marketable securities, net of tax       (236)            (309)
                 Accumulated Deficit                                     (28,636)         (31,459)
                 Treasury stock, at cost
                          368 shares at June 30, 2003 and 2002            (2,548)          (2,548)
                                                                      ----------       ----------
                         Total Stockholders' Equity                       15,194           11,656
                                                                      ----------       ----------
                         Total Liabilities and Stockholders' Equity   $   37,907       $   27,348
                                                                      ==========       ===========
</TABLE>

           See accompanying notes to consolidated financial statements

                                       33

<PAGE>

<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
                      Consolidated Statements of Operations
                          For the Years Ended June 30,
                    (In Thousands, Except Per Share Amounts)

                                                          2003             2002               2001
                                                       ---------         ---------         ---------
<S>                                                    <C>               <C>               <C>
 Operating Revenues
      Sales of inventory                               $  89,268         $  76,616         $  62,333
      Sales of inventory - related party                   7,654              --                --
      Commissions earned                                   4,269             4,161             5,063
                                                       ---------         ---------         ---------
          Total Revenues                                 101,191            80,777            67,396

Cost of merchandise sold                                  86,672            71,966            62,354
                                                       ---------         ---------         ---------
          Gross profit                                    14,519             8,811             5,042

Operating Expenses
      General and Administrative                           5,175             5,511             5,373
      Salaries and Wages                                   5,457             4,530             5,163
      Intangible Impairment                                 --               4,741             2,158
      Marketing                                            1,561             1,578             1,879
      Depreciation and Amortization                          557             1,416             1,564
      Other Expense                                         --                   6               340
      Acquisition and Merger Costs                          --                --                 205
                                                       ---------         ---------         ---------
Total Operating Expenses                                  12,750            17,782            16,682
                                                       ---------         ---------         ---------
          Operating Income (Loss)                          1,769            (8,971)          (11,640)

Other Income (expense)
      Gain on sale of investee - Related Party             2,035              --                --
      Realized Loss on sale of marketable
        securities                                           (87)             --                --
      Interest Income                                        172               124               292
      Interest Expense                                      (874)             (837)           (1,428)
      Loss from operations of investee                      --                (250)           (4,951)
                                                       ---------         ---------         ---------
      Earnings (Loss) before income taxes                  3,015            (9,934)          (17,727)
Provision for (Benefit from) income taxes                    192             3,243            (1,404)
                                                       ---------         ---------         ---------
Net Income (Loss)                                      $   2,823         $ (13,177)        $ (16,323)
                                                       =========         =========         =========

Basic Earnings (Loss) per Share:
      Weighted average shares outstanding                 12,739            12,469            10,299
      Basic Earnings (Loss) per Share                  $    0.22         $   (1.06)        $   (1.58)
                                                       =========         =========         =========

Diluted Earnings (Loss) per Share:
      Weighted average shares outstanding                 12,816            12,469            10,299
      Diluted Earnings (Loss) per Share                $    0.22         $   (1.06)        $   (1.58)
                                                       =========         =========         =========
</TABLE>

           See accompanying notes to consolidated financial statements


                                       34

<PAGE>

<TABLE>
<CAPTION>

                                              Greg Manning Auctions, Inc.
                                     Consolidated Statement of Stockholders' Equity
                                             July 1, 2000 to June 30, 2003
                                                   (In Thousands)

                                                                                   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, 2000                         $ 10,025   $    100    $ 41,251    $    (92)      $ (1,959)    $ (1,333)   $ 37,967
Options exercised                                   25         --          40                                                  40
Income tax benefit from
  exercise of stock options,
  net of valuation allowance                                               58                                                  58
Common shares issued relating to
  acquisition of GMD, net of expenses              159          2         530                                                 532
Common shares  sold for cash                     1,150         12       2,289                                               2,301
Common shares issued relating to
  release of covenants                             628          6          (6)                                                 --
Options issued relating to
  professional services                                                    90                                                  90
Unrealized loss from
  marketable securities, net of tax                                                   (51)                                    (51)
Common shares repurchased as
  Treasury Shares                                                                                              (1,215)     (1,215)
Net loss - June 30, 2001                                                                         (16,323)                 (16,323)
                                              --------   --------    --------    --------       --------     --------    --------
Balance June 30, 2001                           11,987   $    120    $ 44,252    $   (143)      $(18,282)    $ (2,548)   $ 23,399
                                              ========   ========    ========    ========       ========     ========    ========
</TABLE>


           See accompanying notes to consolidated financial statements


                                       35

<PAGE>

<TABLE>
<CAPTION>

                                           Greg Manning Auctions, Inc.
                                 Consolidated Statement of Stockholders' Equity
                                         July 1, 2000 to June 30, 2003
                                               (In Thousands)

                                                                             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 for services          110            1          208                                                  209
Common shares  sold for cash               975            9        1,931                                                1,940
Stock options issued for services                                    256                                                  256
Unrealized loss from marketable
 securities, net of tax                                                           (71)                                    (71)
Deferred tax assets valuation
  allowance (Note 8)                                                (805)         (95)                                   (900)

Net loss - June 30, 2002                                                                     (13,177)                 (13,177)
                                      --------     --------     --------     --------       --------    --------      --------
Balance June 30, 2002                 $ 13,072     $    130     $ 45,842     $   (309)      $(31,459)   $ (2,548)     $ 11,656
                                      =========    ========     ========     ========       ========    ========      ========
</TABLE>


           See accompanying notes to consolidated financial statements


                                       36

<PAGE>

<TABLE>
<CAPTION>

                                                Greg Manning Auctions, Inc.
                                     Consolidated Statement of Stockholders' Equity
                                             July 1, 2000 to June 30, 2003
                                                   (In Thousands)

                                                                          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, 2002                 13,072    $    130    $ 45,842      $   (309)    $(31,459)    $ (2,548)    $ 11,656
Options exercised                        102           1         141                                                  142
Stock issued in connection with          243           3         497                                                  500
  investment in GMAI-Asia.com
Unrealized loss from marketable
  securities, net of tax                                                        73                                     73
Net income - June 30, 2003                                                                2,823                     2,823
                                    --------    --------    --------      --------     --------     --------     --------
Balance June 30, 2003                 13,417    $    134    $ 46,480      $   (236)    $(28,636)    $ (2,548)    $ 15,194
                                    ========    ========    ========      ========     ========     ========     ========
</TABLE>


           See accompanying notes to consolidated financial statements


                                       37

<PAGE>

<TABLE>
<CAPTION>

                          GREG MANNING AUCTIONS, INC.
                     Consolidated Statements of Cash Flows
                                    June 30,
                    (In Thousands, except Per Share Amounts)

                                                                   2003          2002            2001
                                                                --------       --------        --------
 Cash flows from operating activities:
<S>                                                             <C>            <C>             <C>
   Net Income (Loss)                                            $  2,823       $(13,177)       $(16,323)
   Adjustments to reconcile net income (loss) to net
   cash from operating activities:
     Depreciation and amortization                                   557          1,416           1,564
     Intangible impairment                                          --            4,741           2,158
     Provision for bad debts                                         172            601             415
     Provision for inventory reserve                                --             (468)          2,388
     Common Stock issued for services                               --              209            --
     Realized Loss on sale of marketable securities                   87           --              --
     Equity in loss (income) of equity method investees             --              250           4,951
     Gains from sale of investee-related party                    (2,035)          --              --
     Deferred tax (benefit) expense                                 --            3,243          (1,346)
     Income tax benefit relating to exercise of stock
       options                                                      --             --               (58)
     (Increase) decrease in assets:
        Auctions receivable - Trade                               (1,140)           982            (286)
        Auctions receivable - Related Party                       (4,588)          --              --
        Advances to consignors                                       383           (324)          2,000
        Inventory                                                 (3,895)         2,209           6,248
        Prepaid expenses and deposits                               (798)           200             202
        Other assets                                                 135            (70)           (502)
     Increase (decrease) in liabilities:
         Payable to third-party consignors                          (477)           235           1,243
         Accounts payable                                          5,679            (72)            119
         Accrued expenses and other liabilities                    1,100           (322)            179
         Advances Payable                                            827           --              --
         Advance from Related Party                                 --              (90)         (2,332)
                                                                --------       --------        --------
                                                                  (1,170)          (437)            620

Cash flows from investing activities:
  Capital expenditures for property and equipment                   (231)          (131)           (928)
  Additional goodwill and acquisition                               --             --              (332)
  Proceeds from sale of interest in equity method
    investee                                                        --             --               500
  Loans Receivable Related Party                                    (600)          --              --
  Investment in investee                                            --             (250)             40
  Proceeds from sale of marketable securities                         13
                                                                --------       --------        --------
                                                                    (818)          (381)           (720)

Cash flows from financing activities:
  Proceeds from demand notes payable                               2,500           --              --
  Proceeds from demand notes payable - related party                 635          1,400            --
  Repayment of demand notes payable                               (1,135)        (7,900)           --
  Proceeds from issuance of  notes payable                          --            5,450              90
  Repayment of notes payable and capital leases                      (73)           (61)            (50)
  Proceeds from exercise of options                                  142           --                40
  Proceeds from sale of common stock (net of expenses)              --            1,940           2,301
  Payment for Treasury Stock                                        --             --            (1,215)
                                                                --------       --------        --------

                                                                   2,069            829           1,166

Net change in cash and cash equivalents                               81             11           1,066
Cash and cash equivalents:
  Beginning of period                                              2,169          2,158           1,092
                                                                --------       --------        --------
  End of period                                                 $  2,250       $  2,169        $  2,158
                                                                ========       ========        ========
</TABLE>


          See accompanying notes to consolidated financial statements


                                       38

<PAGE>

<TABLE>
<CAPTION>

                           Greg Manning Auctions, Inc.
             Consolidated Statements of Comprehensive Income (Loss)
                          For the Years Ended June 30,
                                 (In Thousands)


                                                    2003            2002           2001
                                                 --------         --------       --------

<S>                                              <C>              <C>            <C>
Net Income (Loss)                                $  2,823         $(13,177)      $(16,323)

Other Comprehensive Loss
     Unrealized loss from
     marketable securities, net of tax                (14)            (166)           (51)

     Reclassification adjustment for
     losses (gains) included in net income,
       net of tax                                      87             --             --
                                                 --------         --------       --------
Comprehensive Income (Loss)                      $  2,896         $(13,343)      $(16,374)
                                                 ========         ========       ========
</TABLE>


           See accompanying notes to consolidated financial statements



                                       39

<PAGE>

                          Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
           ($ in Thousands Except for Per Share Amounts or as noted)


(1)   Description of Business and Summary of Significant Accounting Policies

Description of Business
-----------------------

Greg Manning Auctions, Inc. together with its wholly-owned subsidiaries, Ivy and
Mader Philatelic Auctions, Inc., Greg Manning Galleries, Inc., Teletrade Inc.,
Spectrum Numismatics International, Inc. and Kensington Associates L.L.C. (the
"Company" or "GMAI") 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 coins. The Company
conducts both in-person event auctions and electronic auctions via the Internet
and touch-tone telephone.

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.

Revenue Recognition
-------------------

The Company accounts for revenue recognition in accordance with Staff Accounting
Bulletin No. 101, ("SAB 101"), which provides guidance on the recognition,
presentation and disclosure of revenue in financial statements, and Emerging
Issues Task Force ("EITF") Issue No. 99-19 "Reporting Revenue Gross as a
Principal vs. Net as an Agent" which provides guidance on the recognition of
revenue gross as a principal versus net as an agent.

The Company derives revenues from two primary sources:

1.    Auction Revenue:

Revenue is recognized when the collectibles are sold at auction and is
represented by an auction 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. Such amounts of revenue are recorded on a net basis
as commission revenue.

The Company also sells its own inventory at auction. Revenue of owned inventory
is recognized when sold at auction. Such amounts of revenue are recorded on a
gross basis as sales of merchandise. Additionally, the Company is entitled to
auction commissions paid by the buyer. Sales returns have not been material.

2.    Private Treaty Sales:

Private treaty sales represent sales of consigned property and sales of owned
inventory.

Private treaty sales of consigned property occur when an owner of property
arranges with the Company to sell such consigned 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.
Such amounts of revenue are recorded on a net basis as commission revenue and
are recognized when sold.

Private treaty sales of owned inventory occur when the Company sells its goods
directly to a customer. Revenue with respect to private treaty revenues is
recognized when delivered or released to the customer for acceptance or to a
common carrier for delivery. Such amounts of revenue are recorded on a gross
basis as sales of merchandise. Sales returns have not been material.

The Company does not provide any guarantee with respect to the authenticity of
property offered for sale at auction. Each lot is sold as genuine and as
described by the Company in the catalogue. 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 the lot in question. To date, returns have not been
material. Large collections are generally sold on an "as is" basis.


                                       40
<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(1)   Description of Business and Summary of Significant Accounting Policies
(continued)

Use of Estimates
----------------

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

Concentration of Credit Risk
----------------------------

The Company frequently extends trade credit in connection with its auction
sales, which are held throughout the United States. The Company evaluates each
customer's creditworthiness on a case-by-case basis; generally the customers who
receive trade credit are professional dealers who have regularly purchased
property at the Company's auctions or whose reputation within the industry is
known and respected by the Company. The Company makes judgments as to the
ability to collect outstanding auction and consignor advances receivables and
provides allowances for the portion of receivables when collection becomes
doubtful. Provisions are made based upon a specific review of all significant
outstanding invoices. The Company continuously monitors payments from its
customers and maintains allowances for doubtful accounts for estimated losses in
the period they become known.

In situations where trade credit is extended, the purchaser generally takes
possession of the property before payment is made by the purchaser to the
Company, and the Company is liable to the consignor for the net sales proceeds
(auction hammer price less commission to the Company). The Company pays the
consignor generally not later than the 45th day after the sale, and when trade
credit is extended, the Company assumes all risk of loss associated with the
trade credit, and the responsibility of collection of the trade credit amount
from the purchaser. Losses to date under these situations have not been
material.

Certain significant sales of inventory owned by the Company are made with
extended payment terms (up to twelve months). Certain assets held by the Company
collateralize these significant receivables.

Cash Equivalents and Concentration of Cash
------------------------------------------

The Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents. The Company maintains its cash in
bank deposit accounts, which, at times may exceed federally insured limits. The
Company has not experienced any losses in such accounts.

Inventories
-----------

Inventories are stated at the lower of cost or market ("LCM"), which reflects
management's estimates of net realizable value. Inventories are accounted for
under the specific identification method. In instances where bulk purchases are
made, the cost allocation is based on the estimated market values of the
respective goods. The Company periodically reviews the age and turnover of its
inventory to determine whether any inventory has declined in value and incurs a
charge to operations for such declines. The Company records write-downs based on
two methodologies; specific write-downs on certain items based on declines in
the marketplace, and estimated write-downs based on a percentage of the
inventory aging by category type, unless the Company implores a marketing
strategy to sell goods over time. If actual market conditions are less favorable
than those projected by management and the Company's estimates prove to be
inaccurate, additional write-downs or adjustments to recognize additional cost
of sales may be required.

In certain instances, the Company holds inventory for a period of time in excess
of one year, which is generally based on a marketing strategy to sell
collectibles over time in order to avoid flooding the marketplace. Inventories,
which are not expected to be sold within one year, are classified with other
Non-Current Assets in the Consolidated Balance Sheets in the accompanying
consolidated financial statements.

The Company has agreements with certain suppliers to share the net profits or
losses attributable to the sale of specific items of inventory. As of June 30,
2003 and 2002 the amount of inventories subject to these arrangements was
approximately $7,600 and $7,900, respectively, which is included in Inventory in
the accompanying Consolidated Balance Sheets.


                                       41

<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(1)   Description of Business and Summary of Significant Accounting Policies
(continued)

Property and Equipment
----------------------

Property and equipment are carried at cost. Depreciation is computed using the
straight-line method. When assets are retired or otherwise disposed of, the cost
and related accumulated depreciation are removed from the accounts, and any
resulting gain or loss is recognized in results of operations for the period.
Leasehold improvements are amortized over the shorter of the estimated useful
lives or the remaining life of the lease, which is generally 5 years. Equipment,
furniture and fixtures, and vehicles are amortized over a period of generally 5
years or less. Properties under capital leases are amortized over the life of
the lease, which are normally three to five years. The cost of repairs and
maintenance is charged to operations as incurred.

Web Site Development Costs
--------------------------

Web site development costs include expenses incurred by the Company to maintain,
monitor and manage the Company's website. The Company recognizes the development
costs in accordance with EITF Issue No. 00-02, "Accounting for Website
Development Costs". As such, the Company expenses all costs incurred that relate
to the planning and post implementation phases of development of its website.
Costs incurred in the development phase are capitalized and amortized over its
estimated useful life of three years. Costs associated with repair or
maintenance for the website or the development of website content are included
in General and Administrative expenses in the accompanying Consolidated
Statement of Operations.

Goodwill
--------

Goodwill primarily includes the excess purchase price paid over the fair value
of net assets acquired. Effective July 1, 2002, the Company adopted Statement of
Financial Accounting Standards ("SFAS"), No. 142, "Goodwill and Other Intangible
Assets". Under SFAS 142, the Company ceased amortization of goodwill and tests
its goodwill on an annual basis using a two-step fair value based test.

The first step of the goodwill impairment test, used to identify potential
impairment, compares the fair value of a reporting unit with its carrying
amount, including goodwill. If the carrying amount of the reporting unit exceeds
its fair value, the second step of the goodwill impairment test must be
performed to measure the amount of the impairment loss, if any. Management has
determined that it operates as one reporting unit and therefore assesses
goodwill for impairment on an enterprise -wide basis. Management evaluates the
recoverability of goodwill using the Company's market capitalization, which
determines if the carrying value of goodwill is impaired. If impairment is
determined, the Company will recognize additional charges to operating expenses
in the period in which they are identified, which would result in a reduction of
operating results and a reduction in the amount of goodwill.

Prior to the adoption of SFAS 142 on July 1, 2002, the Company amortized
goodwill over its estimated useful life and evaluated goodwill for impairment in
conjunction with its other long-lived assets.

Other Intangible Assets
-----------------------

Other purchased intangibles consisting of trademarks and customer list,
purchased as part of business acquisitions are presented net of related
accumulated amortization and are being amortized on a straight-line basis over
the remaining useful lives.

The Company records impairment losses on other intangible assets when events and
circumstances indicate that such assets might be impaired and the estimated fair
value of the asset is less than its recorded amount in accordance with SFAS No
144, "Accounting for the Impairment or Disposal of Long-Lived Assets." The
Company reviews the value of its long-lived assets for impairment whenever
events or changes in business circumstances indicate that the carrying amount of
the assets may not be fully recoverable or that the useful lives of these assets
are no longer appropriate. Conditions that would necessitate an impairment
assessment include material adverse changes in operations, significant adverse
differences in actual results in comparison with initial valuation forecasts
prepared at the time of acquisition, a decision to abandon certain acquired
products, services or marketplaces, or other significant adverse changes that
would indicate the carrying amount of the recorded asset might not be
recoverable. Annually, the Company performs this analysis with assistance from
an independent valuation expert. The Company evaluates the recoverability of
other purchased intangibles using undiscounted cash flows whenever events or
changes in circumstances


                                       42
<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(1)   Description of Business and Summary of Significant Accounting Policies
(continued)

indicate that the carrying value may not be recoverable. In performing these
analyses uses the best information available in the circumstances including
reasonable and supportable assumptions and projections.

(Investments in Marketable Securities
-------------------------------------

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

Investments in Investee's
-------------------------

The Company accounts for all investments in investees under the cost method of
accounting when such investment ownership is less than 20%. The Company accounts
for investments in investees under the equity method of accounting when the
Company owns more than 20% of the entity, but less than majority owned and not
otherwise controlled by the Company.

For the years ended June 30, 2002 and 2001, the Company's investments were
accounted for under the equity method of accounting. For the year ended June 30,
2003 the Company's investments were accounted for under the cost method of
accounting.

Advances Payable
----------------

Advances payable are cash advances on inventory consigned to a third party for
sale by the third party at a later date at which time the advance will be
deducted from the proceeds.

Financial Instruments
---------------------

The carrying amounts of financial instruments, including cash and cash
equivalents, accounts receivable and accounts payable approximated fair value as
of June 30, 2003 and 2002 because of the relative short maturity of these
instruments. The carrying value of notes receivable, demand notes payable to
bank and loans payable approximated fair value at June 30, 2003 and 2002 based
upon quoted market prices for the same or similar instruments.

Stock-Based Compensation
------------------------

SFAS No. 123 "Accounting for Stock Based Compensation" allows a company to adopt
a fair value based method of accounting for its stock-based compensation plans
or continue to follow the intrinsic value method of accounting prescribed by
Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued
to Employees". The Company accounts for stock-based compensation in accordance
with the provisions of APB No. 25, FASB Interpretation No. 44 ("FIN 44")
"Accounting for Certain Transactions Involving Stock Compensation - an
Interpretation of APB 25", and complies with the disclosure provisions of SFAS
No. 123. Under APB No. 25, compensation cost for stock options is measured as
the excess, if any, of the quoted market price of the Company's stock at the
date of the grant over the amount an employee must pay to acquire the stock.

The Company accounts for stock issued to non-employees in accordance with the
provisions of SFAS No. 123 and the EITF Issue No. 96-18, "Accounting for Equity
Instruments that are Issued to other than Employees for Acquiring, or in
Conjunction with Selling Goods or Services".

Advertising Costs
-----------------

Advertising and catalogue costs are included in marketing costs and are expensed
as incurred, which occurs in the same quarter that the related auction takes
place. As a result, assets of the Company do not include any of these costs.
Advertising expenses for the years ended June 30, 2003, 2002 and 2001 were
approximately $1,166, $1,370 and $796, respectively.


                                       43

<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(1)   Description of Business and Summary of Significant Accounting Policies
(continued)

Income Taxes
------------

The Company recognizes deferred tax assets and liabilities based on differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that are expected to be in effect when the
differences are expected to be recovered. The Company provides a valuation
allowance for deferred tax assets for which it does not consider realization of
such assets to be more likely than not.

Earnings (loss) per share
-------------------------

Basic earnings (loss) per share are computed by dividing income (loss) available
to common shareholders by the weighted-average number of common shares
outstanding during the period. Diluted earnings (loss) per share is computed by
dividing income (loss) 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 (loss) per share by
application of the treasury stock method.

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 Sheets consist of the net
unrealized gains (losses) on securities, net of tax.

Segment Information
-------------------

The Company operates principally in one segment consisting of various
collectibles. All of the Company's sales and identifiable assets are located in
the United States. For the year ended June 30, 2003, there was one "major"
customer, which accounted for 12% of the revenue for that year. For the year
ended June 30, 2002, there were two "major" customers, who collectively
accounted for 22% of the revenue for such year. The Company defines "major"
customers as those who account for more than 10% of revenue.

New Accounting Pronouncements
-----------------------------

The Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets",
effective July 1, 2002. Under SFAS 142, goodwill is not amortized but is tested
for impairment on a annual basis. The impairment test is a two-step process. The
first step identifies potential impairment by comparing an entity's fair value,
including goodwill, to its carry amount. If the entity's carrying amount exceeds
its fair value, a second step is performed which compares the fair value of the
entity's goodwill to the carrying amount of that goodwill. If the carrying
amount of goodwill exceeds the fair value, an impairment loss is recognized.
Upon adoption, any impairment loss identified is presented as a change in
accounting principle and recorded as of the beginning of the fiscal year
adoption. After adoption, any impairment loss recognized is recorded as a charge
to income from operations. The adoption of SFAS 142 did not have a significant
impact on the Company's financial statements.

Effective July 1, 2002, the Company adopted SFAS No. 144, "Accounting for the
Impairment Or Disposal of Long Lived Assets," which is effective for financial
statements issued for fiscal years beginning after December 15, 2001. SFAS 144
supersedes SFAS No. 121, "Accounting for the Impairment or Disposal of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". The adoption of
SFAS 144 did not have a significant impact on the Company's financial
statements.

In April 2002, the Financial Accounting Standard Board ("FASB") issued SFAS No.
145, "rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13 and Technical Corrections. SFAS No. 145 provides guidance for
income statement classification of gains and losses of debt and accounting for
certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. SFAS No. 145 requires that gains and losses from
extinguishment of debt be classified as extraordinary items only if they meet
the criteria in Accounting Principles Board Opinion No. 30 ("Opinion No. 30").
SFAS No. 145 is effective for years beginning after December 15, 2002. The
Company does not expect any impact from adoption of this statement, which will
occur on July 1, 2003.

In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with
Exit or Disposal Activities," which addresses financial accounting and reporting
for costs associated with exit or disposal activities and supersedes EITF Issue
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." SFAS 146 requires that a liability for a cost associated with
an exit or disposal activity be recognized when the liability is incurred. There
was no impact from the adoption of this statement.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock Based
Compensation", which amends SFAS No. 123 to provide alternative methods of
transition for an entity that voluntarily changes to the fair value method of
accounting for stock based compensation. It also amends the disclosure
provisions of SFAS No. 123 to require prominent disclosure about the effects on
reported net income of an entity's accounting policy decisions with respect to
stock based employee compensation. Finally,


                                       44

<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


SFAS No. 148 amends APB Opinion No. 28, "Interim Financial Reporting", to
require disclosure of those effects in interim financial statements. SFAS No.
148 is effective for fiscal years ended after December 15, 2002, but early
adoption is permitted. Accordingly, the Company has adopted the applicable
disclosure requirements of this Statement within this report.

In November 2002, the FASB issued interpretation No. ("FIN") 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others", which requires that guarantees within the
scope of FIN 45 issued or amended after December 31, 2002, a liability for the
fair value of the obligation undertaken in issuing the guarantee be recognized
at the inception of the guarantee. Disclosures required by FIN 45 are included
in the accompanying consolidated financial statements.

In January 2003, the FASB issued FIN 46, "Consolidation of Variable Interest
Entities," which is effective for interim periods beginning after June 15, 2003.
This Interpretation changes the method of determining whether certain entities
should be included in the Company's Consolidated Financial Statements. An entity
is subject to FIN 46 and is called a variable interest entity ("VIE") if it has
(1) equity that is insufficient to permit the entity to finance its activities
without additional subordinated financial support from other parties, or (2)
equity investors that cannot make significant decisions about the entity's
operations, or that do not absorb the expected losses or receive the expected
returns of the entity. All other entities are evaluated for consolidation under
SFAS No. 94, "Consolidation of All Majority-Owned Subsidiaries." A VIE is
consolidated by its primary beneficiary, which is the party involved with the
VIE that has a majority of the expected losses or a majority of the expected
residual returns or both. The Company is currently evaluating the impact of FIN
46.

On April 30, 2003, the FASB issued SFAS 149, Amendment of SFAS 33 on Derivative
Instruments and Hedging Activities. Statement 149 is intended to result in more
consistent reporting of contracts as either freestanding derivative instruments
subject to SFAS 133 in its entirety, or as hybrid instruments with debt host
contracts and embedded derivative features. In addition, SFAS 149 clarifies the
definition of a derivative by providing guidance on the meaning of initial net
investments related to derivatives. SFAS 149 is effective for contracts entered
into or modified after June 30, 2003. We do not believe the adoption of SFAS 149
will have a material effect on our consolidated financial position, results of
operations or cash flows.

On May 15, 2003, the FASB issued SFAS No. 150, Accounting for "Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS 150
establishes standards for classifying and measuring as liabilities certain
financial instruments that embody obligations of the issuer and have
characteristics of both liabilities and equity. SFAS 150 represents a
significant change in practice in the accounting for a number of financial
instruments, including mandatorily redeemable equity instruments and certain
equity derivatives that frequently are used in connection with share repurchase
programs. We currently do not have any such instruments. SFAS 150 is effective
for all financial instruments created or modified after May 31, 2003. There was
no impact from the adoption of this statement.

 (2)  Accounts Receivable

Accounts receivable consists of auction or trade receivables and consignor
advances.

Auction or trade receivables represent sales made to customers for which
short-term credit extensions are granted, which generally are not extended
beyond 90 days.

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, 2003 and 2002, the allowance for doubtful accounts included in
auction receivables was approximately $873 and $1,077, respectively.


                                       45

<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(3)   Marketable Securities

Investments in available for sale marketable securities as of June 30, 2003 and
2002 is as follows:

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

Common Stock - 2003           $   285     $   49     $  (236)
                              =======     ======     =======

Common Stock - 2002           $   385     $   76     $  (309)
                              =======     ======     =======

The unrealized loss is classified as a separate component of stockholder's
equity, net of tax, as of June 30, 2003 and 2002, respectively. In connection
with its ownership of this common stock, the Company was granted stock options
for 21,000 shares of common stock under the terms of a nonqualified stock option
agreement. The options are exercisable on April 1, 2006 at $5 per share. During
the year ended June 30, 2003 the Company sold 20,000 shares for approximately
$13, resulting in a pretax loss of marketable securities of approximately $87.

(4)   Inventories

                                                     June 30, 2003
                                          Current      Non-Current    Total
                                          -------------------------------------
          Stamps                          $ 3,389        $   230     $ 3,619
          Sports Collectibles                 461            370         831
          Coins                            11,891           --        11,891
          Art                                  34            250         284
          Other                                96           --            96
                                          -------        -------     -------
                                          $15,871        $   850     $16,721
                                          =======        =======     =======


                                                     June 30, 2002
                                          Current      Non-Current    Total
                                          -------------------------------------

          Stamps                          $   692        $   100     $   792
          Sports Collectibles               1,208            500       1,708
          Coins                             9,438            350       9,788
          Art                                  50            250         300
          Other                                37            200         237
                                          -------        -------     -------
                                          $11,425        $ 1,400     $12,825
                                          =======        =======     =======


The non-current inventory represents an estimate of total inventory, which is
not expected to be sold within one year. At June 30, 2003 and 2002, the above
inventory amounts reflect net realizable ("LCM") allowances of $1,885 and
$2,432, respectively.

Amounts charged to operations relating to LCM adjustments for the years ended
June 30, 2003, 2002 and 2001 were approximately $0, $1,400 and $2,400. Such
amounts are further described in Note 17.


                                       46
<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(5)   Property and Equipment

                                                    June 30,      June 30,
                                                      2003          2002
                                                    -------       ------

Equipment                                            $3,285       $3,159
Furniture and fixtures                                  271          272
Vehicles                                                 68           67
Property under capital leases
  (computers and office equipment)                      186          186
Leasehold improvements                                  503          503
                                                     ------       ------
                                                      4,313        4,187
Less: accumulated depreciation and amortization       3,569        3,239
                                                     ------       ------
Net property and equipment                           $  744       $  948
                                                     ======       ======


Depreciation and amortization expense for the years ended June 30, 2003, 2002
and 2001 was approximately $435, $605 and $480 respectively. These amounts
include amortization of assets under capitalized leases of approximately $0, $20
and $25, respectively for the years then ended.

(6)   Intangible Assets

Goodwill
--------

Effective July 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other
Intangible Assets". Accordingly, the Company no longer amortizes its goodwill
and is required to complete a two-step test for impairment annually.

The changes in the carrying value of goodwill for the years ended June 30, 2003
and 2002 are as follows:

          Balance - July 1, 2001                        $   5,122
          Amortization of Goodwill                           (523)
          Goodwill Impairment Loss                         (3,083)
                                                        ----------
          Balance - June 30, 2002                       $   1,516
                                                        =========

          Balance - July 1, 2002                        $   1,516
          Amortization of Goodwill                              -
          Goodwill Impairment Loss                              -
                                                        ---------
          Balance - June 30, 2003                       $   1,516
                                                        =========





                                       47

<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


During 2002 and 2001, the Company recorded impairment charges of approximately
$3,083 an $2,158 for goodwill impairment. Prior to July 1, 2002, the Company
amortized goodwill under the straight-line basis over the remaining estimated
useful life. Impairment was reviewed in accordance with SFAS No. 121 using a
discounted future cash flow method.

(6)   Intangible Assets (continued)

The following table provides comparative disclosure of adjusted net income
(loss) excluding goodwill amortization expense, net of taxes for the periods
presented:

   (Dollars in thousands, except per share data)
                                                  For the Years Ended June 30,
                                                  2003         2002        2001
     ---------------------------------------------------------------------------

     Reported net income (loss)                $  2,823     (13,177)    (16,323)
     Add back: Amortization of goodwill              --         523       1,173
                                               ---------------------------------
     Adjusted net income (loss)                $  2,823     (12,654)    (15,150)
                                               =================================

     BASIC EARNINGS(LOSS) PER COMMON SHARE:
     Reported net income (loss)                     .22       (1.06)      (1.58)
     Add back: Amortization of goodwill              --         .04         .11
                                               ---------------------------------
     Adjusted net income (loss)                $    .22       (1.02)      (1.47)
                                               =================================

     DILUTED EARNINGS(LOSS) PER COMMON SHARE:
     Reported net income (loss)                $    .22       (1.06)      (1.58)
     Add back: Amortization of goodwill              --         .04         .11
                                               ---------------------------------
     Adjusted net income (loss)                $    .22       (1.02)      (1.47)
                                               ================================


Other Purchased Intangibles
---------------------------

At June 30, 2003 and 2002, acquired intangible assets were comprised of the
following:


      June 30, 2003
                          Estimated
                         Useful Lives  Gross Carrying    Accumulated    Net Book
                           (Years)         Amount        Amortization    Value
      --------------------------------------------------------------------------

      Trademarks             16           $ 3,000          $(2,077)     $   923
      Customer Lists          5             1,105           (1,085)          20
      -------------------------           -------          --------     -------
                                          $ 4,105          $(3,162)     $   943
                                          =======          =======      =======

      June 30, 2002


      Trademarks             16           $ 3,000          $(2,015)     $   985
      Customer Lists          5             1,105           (1,025)          80
      -------------------------           -------          --------     -------

                                          $ 4,105          $(3,040)     $ 1,065
                                          =======          =======      =======


All of the Company's other purchased intangible assets are subject to
amortization. Amortization expense (exclusive of impairment charges) for
acquired intangible assets for the years ended June 30, 2003 and 2002 was $122
and $298, respectively.


                                       48
<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


The Company recorded impairment charges for other purchased intangibles of $0,
$1,658 and $0 for the years ended June 30, 2003, 2002 and 2001.
(6)   Intangible Assets (continued)

Prior to July 1, 2002, the Company amortized other intangibles under a
straight-line basis over the remaining estimated useful life. Impairment was
reviewed in accordance with SFAS No. 121 using a discounted future cash flow
method.

Estimated amortization expense on an annual basis for the succeeding five years
is as follows:

     Years Ended June 30,    Amount
     --------------------    ------

     2004                   $    82
     2005                        62
     2006                        62
     2007                        62
     2008                        62
     Thereafter                 613
                            -------
     Total                  $   943
                            =======

(7)   Investment in Investees

In March 1999, the Company, along with other investors, formed GMAI-Asia.com,
Inc., a Delaware corporation ("GMAI-Asia"), with the intent to expand the
Company's philatelic and collectible auction and merchant/dealer businesses into
China and South-East Asia through the Internet.

GMAI-Asia's operations are conducted through four companies: i) China Everbright
Telecom Land Network, Ltd., a company created and existing pursuant to the laws
of the British Virgin Islands ("IAE"); ii) iAtoZ.com, Limited, a company created
and existing pursuant to the laws of the PRC ("iAtoZ"); iii) iAtoZ International
Trade (Shanghai) Co., Ltd., a company created and existing pursuant to the laws
of the PRC ("iAtoZ Trade"), and; iv) iAtoZ.com (HK) Ltd., a company created and
existing pursuant to the laws of the Special Administrative Region of Hong Kong
("iAtoZ HK").

GMAI-Asia owns 100% of the shares of iAtoZ Trade and iAtoZ.com HK, and 65% of
the shares of IAE plus the exclusive right to manage IAE. GMAI-Asia owns an
option to acquire 100% of the outstanding stock of that company for a nominal
amount, exercisable under certain circumstances. GMAI-Asia also has the
exclusive right to manage iAtoZ.

GMAI-Asia's business operations are principally conducted through two companies,
iAtoZ and China Everbright Telecommunications Products Limited ("Products"), a
company created and existing pursuant to the laws of the PRC. iAtoZ Trade and
iAtoZ HK are trading companies used to support the activities of the two
operating companies, iAtoZ and Products.

During 2002, the Company increased its investment by $250 by issuing additional
GMAI common stock. Since the Company's portion of this entity's accumulated
losses exceeds its total investment, the amount is reflected in the accompanying
Statement of Operations as Loss from operations of Investee.

During March 2003, the Company sold all of its interest in GMAI-Asia which it
then held, consisting of approximately 8,140,000 shares of GMAI-Asia.com, to
Afinsa Bienes Tangibles, S.A. ("Afinsa"), a related party, for $2,035. Such
amount is included in the accompanying consolidated Statement of Operations as
Gain on Sale of Investee-Related Party, (See Note 11).

The Company has a commercial commitment as of June 30, 2003 consisting of a
guarantee of $2,400 of indebtedness of China Everbright Bank, which was entered
into in connection with certain transactions involving GMAI-Asia.
Contemporaneously with the sale, the Company has been indemnified by Afinsa for
any obligation or liability under this guarantee.

During May 2003, the Company purchased 2,707,239 shares of GMAI-Asia stock in
exchange for 243,718 shares of GMAI common stock valued at approximately $500,
(See Note 13). As of June 30, 2003, the Company owns approximately 3% of
GMAI-Asia and accounts for this investment under the cost method of accounting.


                                       49
<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(7)   Investment in Investees (continued)

    Summarized balance sheet information of the Company's equity method
    investee as of June 30, 2002 is approximately as follows:

                                                          (Unaudited)
                                                          -----------
    Current assets                                           $3,273
    Non current assets                                       20,545
    Current liabilities                                       9,602
    Non current liabilities                                  12,612


    Summarized statements of operations information of the Company's
    equity-method investees, calculated for periods during which the Company
    had investments in such investees, is approximately as follows:


                                                          (Unaudited)
                                                   For the Years Ended June 30,
                                                        2002       2001
                                                      -------    -------
    Net Sales                                         $ 2,238    $   992
                                                      =======    =======

    Gross Profit                                           45         18
    Selling, General and Administration expense          (685)      (280)
    Goodwill amortization                              (2,415)    (2,294)
    Write-off relating to Advances to Afiliates             0     (4,347)
                                                      -------    -------
    Net Income (Loss)                                 $(3,055)   $(6,903)
                                                      =======    =======



                                       50

<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(8)   Income Taxes

Deferred tax attributes resulting from differences between financial accounting
amounts and tax basis of assets and liabilities at June 30, 2003 and 2002 are as
follows:

<TABLE>
<CAPTION>

                                                                           2003           2002
                                                                         --------       --------

Current assets and liabilities

<S>               <C>                                                   <C>             <C>
                   Allowance for doubtful accounts                       $    349       $    431
                   Inventory uniform capitalization                           479            179
                   Accrued expenses                                            32            106
                   Inventory valuation reserve                                754            973
                                                                         --------       --------
                                                                            1,614          1,689
                   Valuation allowance, provision for income taxes         (1,614)        (1,689)
                                                                         --------       --------
Net current deferred tax asset                                           $     --       $     --
                                                                         ========       ========

Non-current assets and liabilities
                   Goodwill and intangible amortization and impairment   $  2,521       $  2,488
                   Depreciation                                               128            128
                   Net federal, state operating and capital loss
                     carry-forwards                                         7,484          5,917
                   Investments in equity-method investees                      --          2,356
                   Investments in marketable securities                        67            124
                                                                         --------       --------
                   Other                                                   10,200         11,013

                   Valuation allowance, provision for income taxes         (9,300)       (10,113)
                   Valuation allowance, equity                               (900)          (900)
                                                                         --------       --------
                   Net non-current deferred tax asset                    $     --       $     --
                                                                         ========       ========
</TABLE>


The realization of the above deferred tax assets is dependent on generating
sufficient taxable income in the future to offset the deductibility of temporary
differences generating the deferred tax assets.

The Company believes uncertainty exists regarding the realizability of these
items, and accordingly, has established a valuation allowance, based on
management's estimates, against all deferred tax assets. The portion of the
valuation allowance which will affect equity and which will not be available to
offset future provisions of income tax is stated as "Valuation allowance,
equity". During 2002, the Company increased the valuation allowance to 100% of
all deferred tax attributes. As a result of the increase in the valuation
allowance during 2002, approximately $3,200 was charged to deferred tax expense
in the accompanying Statement of Operations and $900 was applied as reduction of
Stockholder's Equity. This reduction of Stockholder's Equity consists of
deferred tax assets previously recorded relating to net operating losses
generated from to the exercise of employee stock options and cumulative
unrealized losses of marketable securities. Such amounts are further discussed
in Note 17. As of June 30, 2003, the Company still maintains a 100% valuation
allowance against all deferred tax attributes.


                                       51

<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(8)   Income Taxes (continued)

During 2002, both the State of New Jersey and California passed tax legislation,
which, among other things, requires the suspension of the use of state net
operating loss carry-forwards for two years. As a result, there is provision for
state income taxes for the year ended June 30, 2003. In order to compensate for
the suspension of the state net operating losses, the period of availability has
been extended by two years.

The provision for (benefit from) income taxes for the years ending June 30
consist of the following:

<TABLE>
<CAPTION>

                                                        2003            2002          2001
                                                      -------         -------       -------

<S>                                                   <C>             <C>           <C>
Current tax expense (benefit)                         $   192         $    --       $    13
Deferred tax expense (benefit)                            888          (3,958)       (6,325)
Net Change in valuation allowance                        (888)          7,201         4,908
                                                      -------         -------       -------
                                                      $   192         $ 3,243       $(1,404)
                                                      =======         =======       =======

The effective tax rate (benefit)
  varied from the statutory rate as follows:

Statutory federal income tax rate                          34 %           (34)%         (34)%
State income taxes, net of federal benefit                  4              (6)           (6)
Certain non-deductible expenses                            --               5             5
Tax benefit included in current tax provision
  derived from Gain sale of equity method investee        (30)             --            --
  resulting in income tax capital loss
Change in valuation allowance                              --              70            28
Other                                                      (2)             (2)           (1)
                                                      -------         -------       -------
                                                            6 %            33%           (8)%
                                                      =======         =======       =======
</TABLE>


The Company has a federal net operating loss carry forward of approximately
$17,000 expiring at various times beginning the fiscal years ending 2019 through
fiscal year ended 2022. The utilization of these net operating loss carry
forwards may be significantly limited in under the Internal Revenue Code as a
result of ownership changes due to the Company's stock and other equity
offerings.

The Company has net operating loss carry forwards for state tax purposes of
approximately $19,000 expiring at various times beginning in the fiscal years
ending 2008 through 2012.



                                       52

<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(9)   Debt

Demand Notes Payable
--------------------

The Company on April 17, 2003 entered into a revolving credit agreement with
Banco Santander Hispano, S.A. with a credit facility of up to $2,500. Borrowings
under this facility bear interest at a rate of prime plus .25%, ( effective rate
of 4.25%). The agreement has been guaranteed by Afinsa and requires that
Auctentia, S.A. maintain at least 43% of all authorized issued and outstanding
shares of voting stock of the Company. The agreement expires on April 12, 2004.
At June 30, 2003 the amount outstanding was $2,500.

The Company had a revolving credit agreement with Auctentia, S.A., a wholly
owned subsidiary of Afinsa to provide the Company with a credit facility of up
to $2,000. Borrowings under this facility were at an interest rate of 8%. This
credit facility was repaid during March 2003. At June 30, 2002 the balance
outstanding was $1,400.

<TABLE>
<CAPTION>

Notes Payable and Capital Leases
--------------------------------
                                                           June 30, 2003  June 30, 2002
                                                           -------------  -------------
<S>                                                          <C>             <C>
The Company has a note payable collateralized
  by specific coin inventory with an interest
  rate of 9% with quarterly payments of
  $500 commencing April 2002 until
  the loan is repaid in August 2003                           $  125          $1,450

During the year ended June 30, 2002,
  the Company obtained a secured loan a
  privately capital fund, which is
  due December 31, 2003. This loan is
  collateralized by certain inventories
  and bears interest at a rate of 10% per annum                4,300           4,000

Advance from a consignor, which was,
  upon settlement, converted, to a demand-loan
  bearing an interest rate of 8% per annum                      --               140

Various capital lease obligations, various
  monthly payments through 2006                                  140             183
                                                              ------          ------

                                                               4,565           5,773
Less: current portion                                          4,522           5,657
                                                              ------          ------
Notes payable and capital leases- long-term portion           $   43          $  116
                                                              ======          ======
</TABLE>

The aggregate amount of all maturities for the years ending June 30 are as
follows:

                            2004                               4,522
                            2005                                  34
                            2006                                   9
                                                             -------
                                                             $ 4,565
                                                             =======



                                       53

<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(10)  Leases

The Company conducts its business on premises leased in various locations under
leases that expire through the year 2006. The Company utilizes property and
equipment under both operating and capital leases. Future minimum lease payments
under non-cancelable leases in effect at June 30, 2003 are set forth below:

                                      Operating    Capital   Total
                                 ------------------------------------
           2004                              545       83         628
           2005                              493       39         532
           2006                              249        9         258
                                 ------------------------------------
           Total future minimum
            lease payments                $1,287    $ 131    $ 1,418
                                          ======    =====    ========


Rent expense was approximately $571, $547 and $439 for 2003, 2002 and 2001,
respectively.

Interest expense associated with these capital leases was approximately $25, $25
and $33 for fiscal years 2003, 2002 and 2001, respectively.

(11)  Related-party Transactions

Afinsa and Auctentia
--------------------

Afinsa owns 100% of the outstanding stock of Auctentia. At June 30, 2003 and
2002, Auctentia and its affiliates beneficially owned approximately 43% of the
Company's outstanding common stock. Esteban Perez, chairman of the board of
directors of the Company, is Chairman of the Board of Directors and Chief
Executive Officer of Auctentia. Albertino de Figueiredo, also a director of the
Company, owns 50% of the outstanding shares of common stock of Afinsa.
At June 30, 2003 and 2002, Afinsa, had outstanding accounts receivable balances
of approximately $4,588 and $0, respectively, and such amounts are included in
the accompanying Consolidated Balance Sheet as Accounts Receivable-related
party. During 2003, sales to Afinsa were approximately $7,654 and are included
in the accompanying Consolidated Statement of Operations as Sales of Inventory -
Related Party. The Company purchased stamp inventory from Afinsa in 2003, which
approximated $285.

During 2002, the Company entered into an agreement with Afinsa pursuant to which
Afinsa agreed to provide the Company with a revolving credit facility of up to
$2,000 at an interest rate of 8% per annum. This facility terminated in April
2003, (See Note 9).

Under an agreement dated March 15, 2003, GMAI sold all of its then-outstanding
interest in GMAI-Asia to Afinsa for $2,035, consisting of 8,140,000 shares of
GMAI-Asia.com common stock. The proceeds from the sale were used to pay off all
amounts outstanding under GMAI's revolving line of credit with Afinsa. Such
amount is included in the accompanying Consolidated Statement of Operations as
Gain on sale of investee, (See Note 7).

On April 17, 2003, the Company entered into a revolving credit agreement with
Banco Santander Central Hispano, S.A. The agreement has been guaranteed by
Afinsa and requires that Auctentia maintain ownership of at least 43% of all of
authorized, issued and outstanding shares of voting stock of the Company, (See
Note 9).


                                       54

<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(11)  Related-party Transactions (continued)

Other
-----

On June 17, 2002, the Company entered into an amendment to the employment
agreement with Mr. Roberts, a director of the Company. In connection with the
amendment, the Company made available to Mr. Roberts a non-interest bearing loan
in the amount of $600,000. The loan is required to be repaid on an actual basis
in three equal installments commencing February 18, 2006; provided that if Mr.
Roberts is employed by the Company on the date that an installment is due, that
installment payment will be forgiven, and that if his employment is terminated
for death, disability, without cause or by Mr. Roberts with good reason (as
defined), then the entire loan will be forgiven at the date of termination. If
Mr. Robert's employment terminates for cause or by Mr. Roberts without good
reason, then the outstanding amount of the loan will accelerate and be due and
payable within 30 days of termination. An aggregate of $600,000 has been
disbursed under the loan agreement to date. In addition, in March 2002, the
Company made a loan to Mr. Roberts in the amount of $50,000, bearing interest at
the rate of 7% per annum. The board of directors subsequently determined to
forgive the repayment of this loan (and all accrued interest) and to allow Mr.
Roberts to retain the proceeds as additional compensation. The Company also paid
Mr. Roberts a loan guarantee fee of $9,000.

For the years ended June 30, 2003, 2002 and 2001 sales of approximately $703
(less than 1% of revenues), $54 (less than1% of revenues) and $353 (1% of
revenues) were made to former stockholders of Spectrum and/or entities in which
they had an ownership interest, who are current stockholders of the Company.
Purchases made to these entities approximated $5,892, $6,180 and $6,302 for the
years ended June 30, 2003, 2002 and 2001, respectively. Additionally consulting
fees in the amount of $344, $175 and $25 were paid to this party in the years
ended June 30, 2003, 2002 and 2001, respectively.

During the years ended June 30, 2003, 2002 and 2001, the Company paid Mr.
Manning approximately $0, $32 and $188, respectively, of debt guarantee fees.

Scott Rosenblum, a director of the Company, is a partner of the law firm Kramer,
Levin, Naftalis & Frankel, LLP, which provides legal services to the Company.
Anthony L. Bongiovanni, Jr., also a director of the Company, is president of
Micro Strategies, Incorporated, which provides computer services to the Company.
In relation to Kramer, Levin, Naftalis & Frankel, expenditures for services
rendered were approximately $688, $308 and $326 respectively of which
approximately $223, $306 and $247, was charged to operations for the years ended
June 2003, 2002 and 2001. In relation to Micro Strategies, expenditures for
services rendered were approximately $169, $281 and $769, respectively, of which
approximately $166, $239 and $175 was charged to operations for the years ended
June 2003, 2002 and 2001.

(12)  Commitments and Contingencies

As part of the purchase of the Ivy & Mader Philatelic Auctions, Inc. (Ivy") in
1993, the Company is required to pay additional amounts for a period of time
through 2009 based on the financial performance of Ivy. These additional amounts
were approximately $18, $19 and $54 for the years ended June 30, 2003, 2002 and
2001, respectively. For the year ended June 30, 2003 the payments were charged
to operating expenses, and for the years ended 2002 and 2001, the amounts were
accounted for as an increase to goodwill.


                                       55
<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(13)  Stockholders' Equity

Preferred Stock
---------------

The Company's Certificate of Incorporation authorizes a total of 10 million
shares of preferred stock.

Common Stock
------------

The Company's Certificate of Incorporation authorizes a total of 40 million
shares of common stock.

Private Placement and Other Equity Transactions
-----------------------------------------------

In late January and early February 2000, GMAI issued in a private placement to
The Tail Wind Fund Ltd. ("Tail Wind"), LBI Group Inc., and Lombard Odier & Cie
an aggregate of 750,000 shares of the Company's common stock for approximately
$11,273, net of expenses. In connection with this transaction, warrants to
acquire 142,500 shares of the Company's common stock were issued to these
investors and their advisors. Thereafter, on May 14, 2001, the Company entered
into an agreement with these investors, which amended certain provisions of the
original purchase agreement. Under the amendment, the investors waived rights to
receive additional stock of the Company pursuant to the terms of the original
agreement, (which they had received as anti-dilution protection) in exchange for
the issuance to the investors of an aggregate of 627,500 shares of the Company's
common stock, par value $.01 per share, and subject to certain other conditions.
The warrants to acquire 142,500 shares were also cancelled. In addition, on that
same date, the Company entered into a purchase agreement (the "Purchase
Agreement") with Tail Wind pursuant to which the Company sold an aggregate of
500,000 shares of common stock of GMAI-Asia, par value $1.00 per share, owned by
it to such investor.

During the year ended June 30, 2001, the Company entered into two stock purchase
agreements with Auctentia, S.A. Under the first agreement, dated as of May 16,
2001, the Company issued to Auctentia 1,000,000 shares of the Company's common
stock, for an aggregate purchase price of $2 million. All proceeds from this
agreement were received in the year ended June 30, 2001. Under the second
agreement, dated as of May 23, 2001, the Company agreed to issue an additional
1,000,000 shares of the Company' common stock for an aggregate purchase of $2
million. During fiscal 2001 and 2002 Afinsa paid $300 and $1,700 for 150,000 and
850,000 shares, respectively.

During the year ended June 30, 2002, the Company entered into a private
placement agreement with Afinsa for the sale of 125,000 shares of the Company's
common stock, for an aggregate of $250.

On May 20, 2003, the Company issued to Tail Wind 242,718 shares of stock of the
Company in exchange for 2,707,239 shares of stock of GMAI-Asia.com, Inc. owned
by Tail Wind. This transaction was entered into in accordance with the Purchase
Agreement. The shares of stock of the Company were valued at $2.06 per share in
accordance with the terms of the Purchase Agreement, (See Note 7). The shares of
stock of the Company issued to Tail Wind are subject to certain registration
rights under the Purchase Agreement and a Registration Rights Agreement between
the Company and Tail Wind, among others, dated as of January 25, 2000.

Common Stock Repurchases
------------------------

Pursuant to its Repurchase Plan, the Company repurchased 99,900 shares of its
common stock on the open market for $1,333 during the year ended June 20, 2000,
and 268,100 shares for approximately $1,215 during the year ended June 30, 2001.
There were no common stock purchases for the years ended June 30, 2003 and 2002.



                                       56

<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(13)  Stockholders' Equity (continued)

Stock Option Plan
-----------------

In 1997, GMAI's, board of directors adopted and GMAI's shareholders approved the
1997 Stock Incentive Plan, as amended (the "1997 plan"). Awards under the 1997
plan may be made in the form of (1) incentive stock options, (2) non-qualified
stock options, (3) stock appreciation rights, (4) restricted stock, (5)
restricted stock units, (6) dividend equivalent rights and (7) other stock-based
awards. Awards may be made to such directors, officers and other employees of
GMAI and its subsidiaries (including employees who are directors and prospective
employees who become employees), and to such consultants to GMAI and its
subsidiaries, as the stock option committee of GMAI's board of directors in its
discretion selects. As a result of subsequent amendments adopted by GMAI's board
of directors and approved by GMAI's shareholders, the aggregate number
authorized to be issued under the plan is currently 5,000,000 in the aggregate.
The 1997 Plan allows the Company to grant to an individual in any given year
options representing an aggregate of 500,000 shares of common stock. The option
exercise price is determined by the stock option committee in its sole
discretion; provided, however, that generally, the exercise price of an option
shall be not be less than the fair market value (as defined) of a share of
common stock on the date of grant. Options granted have a maximum ten-year term
and, unless otherwise determined by the stock option committee, vest in
substantially equal installments over a four-year period. All options granted
through June 30, 2003 have been granted with exercise price equal to market
value on the date of grant.
The following table summarizes information about options outstanding and
exercisable as of June 30, 2001, 2002 and 2003:

<TABLE>
<CAPTION>

                                           2001                    2002                    2003
                                  -----------------------------------------------------------------------
                                               Weighted                 Weighted                Weighted
                                                Average                 Average                 Average
                                               Exercise                 Exercise                Exercise
                                   Options      Price      Options       Price     Options       Price
                                  -----------------------------------------------------------------------

<S>                               <C>            <C>       <C>           <C>       <C>            <C>
Outstanding - beginning           1,340,625      11.68     1,548,000     10.19     2,509,750      6.92
      Granted through stock
        option plan                 371,500       3.34       928,000      1.87     1,901,875      1.95
      Granted outside of
        stock option plan                --          0       145,000      1.77            --        --
      Exercised                     (25,500)      1.58            --        --      (102,500)     1.38
      Forfeited                    (138,625)      8.08      (111,250)      8.7    (1,603,625)     6.83
                                 ----------               ----------              ----------
Outstanding - end of year         1,548,000      10.19     2,509,750      6.92     2,705,500      2.06
                                 ==========               ==========              ==========

Exercisable - end of year           656,625      11.4      1,048,250     18.34     1,179,563      2.14
                                 ==========               ==========              ==========
</TABLE>


The weighted average fair value of options granted during 2001, 2002 and 2003
was $3.34, $1.87 and $1.95, respectively.



                                       57
<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(13)  Stockholders' Equity (continued)

Following is a summary of the status of stock options outstanding at June 30,
2003:

<TABLE>
<CAPTION>

        ---------------------------------------------------------------        ---------------------------
                            Options Outstanding                                  Options Exercisable
        ---------------------------------------------------------------        ---------------------------
                                                 Weighted
             Exercise Price                       Average      Weighted                          Weighted
                Ranges            Number of      Remaining     Average          Number of        Average
        --------------------       Shares       Contractual    Exercise          Shares          Exercise
           From        To        Outstanding       Life         Price          Exercisable        Price
        ---------------------------------------------------------------        ---------------------------

<S>     <C>         <C>           <C>               <C>       <C>               <C>            <C>
        $    1.00   $   5.00      2,649,500         9.1       $   1.92          1,150,438      $    1.97
             5.01      10.00         51,000         7.1           8.44             26,000           8.37
            10.01      15.00          5,000         6.7          12.84              3,125          13.13
                                  ---------                                     ---------
                                  2,705,500                                     1,179,563
                                  =========                                     =========
</TABLE>


The Company accounts for stock option plans under the recognition and
measurement principles of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. No
stock-based employee compensation cost is reflected in net income (loss), as all
options granted under those plans had an exercise price equal to the market
value of the underlying common stock on the date of grant. In accordance with
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure," the effect on net income (loss) and net income (loss) per share if
the Company had applied the fair value recognition provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," to stock-based employee compensation
is as follows:

<TABLE>
<CAPTION>

                                                                           June 30,
                                                            -----------------------------------------
                                                              2003            2002            2001

<S>                                                         <C>             <C>             <C>
Net income (loss) as reported                               $  2,823        $(13,177)       $(16,323)

Deduct:
Total stock-based employee compensation expense
  determined under fair value based method for all
  awards, net of related tax effects                          (1,333)         (1,998)         (1,678)
                                                            --------        --------        --------
Pro forma net income (loss)                                 $  1,490        $(15,175)       $(18,001)
                                                            ========        ========        ========

Net income (loss) per share:
Basic and diluted earnings (loss) per share as reported     $    .22        $  (1.06)       $  (1.58)
                                                            ========        ========        ========

Basic and diluted earnings (loss) per share - proforma      $    .12        $  (1.22)       $  (1.75)
                                                            ========        ========        ========
</TABLE>


The fair value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions for 2003, 2002 and 2001, respectively; risk-free interest rates of
5.0%, 5.1% and 5.8%; dividend yields of 0%; volatility factors of the expected
market price of the Company's common stock of 74%; and weighted-average expected
life of the option of five years for 2003, 2002 and 2001. There was no
compensation expense recorded from stock options for the years ended June 30,
2003, 2002 and 2001.


                                       58

<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(13)  Stockholders' Equity (continued)

Stock Option Exchange Offer
---------------------------

On July 2, 2002, the Company commenced a tender offer to certain eligible
employees to exchange outstanding options to purchase shares of the Company's
common stock granted under the GMAI 1997 Stock Incentive Plan that had an
exercise price of $2.00 or more, for new options to purchase shares of the
Company's common stock to be granted under the 1997 Plan on or about February 4,
2003. The offer expired on July 30, 2002. Pursuant to the terms and conditions
of the offer, the Company accepted for exchange on July 31, 2002 tendered old
options exercisable for a total of 1,380,375 shares of common stock and canceled
all such old options. Subject to the terms and conditions of the offer, the
Company granted new options to purchase a total of 1,380,375 shares of common
stock on February 4, 2003. The exercise price of the new options was $2.00,
which was the closing price of the Company's common stock as reported on the
NASDAQ National Market on the date of grant. There was no effect on the
consolidated financial statements of the Company as a result of this exchange
offer.

Certain Anti-Takeover Provisions
--------------------------------

The Company's Certificate of Incorporation and by-laws contain certain
anti-takeover provisions that could have the effect of making it more difficult
for a third party to acquire, or of discouraging a third party from attempting
to acquire, control of the Company without negotiating with its Board of
Directors. Such provisions could limit the price that certain investors might be
willing to pay in the future for the Company's securities. Certain of such
provisions provide for a Board of Directors with staggered terms, allow the
Company to issue preferred stock with rights senior to those of the common
stock, or impose various procedural and other requirements which could make it
more difficult for stockholders to effect certain corporate actions.

Earnings (loss) per share
-------------------------

The following table sets forth the computations of basic earnings (loss) per
share and diluted earnings (loss) per share:

<TABLE>
<CAPTION>

                                                            2003           2002             2001
                                                          --------       --------        ---------
Years ended June 30,
 Numerator:

<S>                                                       <C>            <C>             <C>
               Net Income (Loss)                          $  2,823       $(13,177)       $ (16,323)
                                                          ========       ========        =========

Denominator:
              Weighted average common
              shares outstanding                            12,739         12,469           10,299

Earnings (Loss) per share - Basic                         $   0.22       $  (1.06)       $   (1.58)
                                                          ========       ========        =========

Denominator:
              Weighted average common
                shares outstanding                          12,739         12,469           10,299
              Common share equivalents of
              outstanding stock options and warrants            77           --                 --
                                                          --------       --------        ---------
              Total Shares                                  12,816         12,469           10,299

Earnings (Loss) per share - Diluted                       $   0.22       $  (1.06)       $   (1.58)
                                                          ========       ========        =========
</TABLE>


                                       59
<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


 (14)       Significant Agreements

Employment Agreements
---------------------

The Company is a party to an employment agreement with Mr. Greg Manning, as
amended, which provides for his services as President and Chief Executive
Officer. Under the most recent amendment, which is effective July 1, 2002 and
terminates on June 30, 2005, Mr. Manning is entitled to receive an annual salary
of $400,000 beginning July 1, 2002, $450,000 beginning July 1, 2003 and $500,000
beginning July 1, 2004, plus an annual cash bonus equal to 10% of the company's
pre-tax income (as defined in the agreement).

On February 4, 2003, Mr. Manning was granted an additional 225,000 stock
options, exercisable at $2.00 per share and vesting 50% on the date of grant and
25% on each of the first and second anniversaries of the date of grant.

The Company has entered into an employment agreement with Mr. Larry Crawford to
serve as Chief Financial Officer, effective April 23, 2001. The agreement
provides for a salary of $150,000 per annum, plus a quarterly bonus of $12,500
in the event the Company's pre-tax income (as defined) equals or exceeds
$50,000. In October 2002, the Company entered into an amendment to the
employment agreement with Mr. Crawford, which extended the term through June 30,
2006. Mr. Crawford's base salary will increase to $160,000 on May 1, 2003; to
$175,000 on May 1, 2004; and to $190,000 on May 1, 2005. Mr. Crawford was also
granted an additional 75,000 stock options on October 23, 2002 at an exercise
price of $1.35 per share, the fair market value on the date of grant. These
options vest 33 1/3 % on the date of grant and 33 1/3% on each of the first and
second anniversaries of the date of grant.

Mr. Greg Roberts has entered into an employment agreement providing for his
services as President of Spectrum, which originally terminated on February 18,
2005. The agreement provides for a salary of $300,000 per annum, increasing to
$400,000 per annum effective February 18, 2004. In June 2002, the Company
entered into an amendment to the employment agreement with Mr. Roberts. Under
the terms of the amendment, the employment term has been extended for an
additional three years, to February 18, 2008; Mr. Roberts is entitled to receive
a salary of $500,000 for the sixth year, $550,000 for the seventh year, and
$600,000 for the eighth year; and Mr. Roberts was granted an additional 500,000
stock options, which were exercisable at $2.00 per share and vested over four
years. Mr. Roberts also received a loan in the amount of $600,000 the repayment
of which can be forgiven under certain circumstances.

(15) Retirement Plans

The Company maintains an employee savings plan under the Internal Revenue Code
Section 401(k). Employees are eligible to participate in the plan after six
months of service and become fully vested after five years of service. Employee
contributions are discretionary to a maximum of 15% of compensation. For all
plan members, the Company contributed 10% of all eligible employees
contributions to a maximum annual contribution of $500 per employee. The
Company's total contribution was approximately $12, $13 and $14 for the years
ended June 30, 2003, 2002 and 2001, respectively.



                                       60

<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(16)  Supplementary Cash Flow Information

Following is a summary of supplementary cash flow information:


                                                         Years Ended
                                                           June 30,
                                                        (In Thousands)
                                                        2003     2002      2001
                                                      --------  -------   ------

 Interest paid                                        $  855    $  837    $1,437

Income taxes paid                                         --        --         1

Summary of significant non-cash transactions:

Issuance of shares related to the
  acquisition of GMD                                      --       209       532

Sale of investee to a related party and
  reduction of demand notes payable                    2,035        --        --

Common stock issued in connection with
  investment in investee                                 500        --        --

 Options issued relating to professional
   services                                               --       256        90

(17)  Significant Fourth Quarter Adjustments - Special Charges and Asset
Impairments (Fiscal 2002 and 2001)

As a result of unfavorable economic conditions and changes in the collectibles
marketplace/industry, the Company during the fourth quarter of 2002, performed
impairment assessments of goodwill and other purchased intangibles. As a result
of significant losses in the fourth quarter, the Company assessed future
discounted cash flows and recorded a impairment pre-tax charge of approximately
$4.7 million or $0.38 per share - diluted for the year ended June 30, 2002, and
$2.2 million or $0.21 per share - diluted for the year ended June 30, 2001 which
is reflected in Operating Expenses in the accompanying Consolidated Statement of
Operations.

Furthermore, as part of the plan, the Company as a result of an analysis of
inventory, adjusted the inventory cost value to reflect management's estimate of
net realizable value, recorded a pre-tax charge of $1.4 million or $0.11 per
share for the year ended June 30, 2002 and $2.4 million or $0.23 per share for
the year ended June 30, 2001 which is reflected in Cost of Merchandise in the
accompanying Consolidated Statement of Operations.

As a result of significant losses in the fourth quarter of fiscal 2002 and 2001,
and cumulative losses in previous years, the Company has reevaluated its ability
to realize the future benefit of its net deferred tax assets held in light of
the historical operating losses. Accordingly, the Company recorded a valuation
allowance against its deferred tax assets of approximately $3.2 million or $0.26
per share for the year ended June 30, 2002 and $600 or $0.06 per share for the
year ended June 30, 2001 which is recorded in the Provision for income taxes in
the accompanying Consolidated Statement of Operations.

There were no significant fourth quarter adjustments of special or impairment
charges for 2003.



                                       61
<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(18)  Selected Quarterly Financial Data (unaudited)

<TABLE>
<CAPTION>

                                                                         2003
                                        ---------------------------------------------------------------------
                                            1st           2nd            3rd            4th           Total
                                          Quarter       Quarter        Quarter        Quarter
                                        ---------------------------------------------------------------------

<S>                                      <C>           <C>            <C>            <C>            <C>
Net Revenues                             $  25,415     $  19,354      $  26,595      $  29,827      $ 101,191

Gross Profit                                 2,618         2,281          3,209          6,411         14,519

Income (Loss) from operations                 (176)         (768)           201          2,512          1,769

Net Income (Loss)                             (339)         (970)         2,071          2,061          2,823

Earnings (Loss) per share, basic             (0.03)        (0.08)          0.16           0.17           0.22

Earnings (Loss) per share, diluted           (0.03)        (0.08)          0.16           0.17           0.22

<CAPTION>

                                                                         2002
                                        ---------------------------------------------------------------------
                                            1st           2nd            3rd            4th           Total
                                          Quarter       Quarter        Quarter        Quarter
                                        ---------------------------------------------------------------------

<S>                                      <C>           <C>            <C>            <C>            <C>
Net Revenues                             $  18,680     $  17,436      $  22,053      $  22,608      $  80,777

Gross Profit                                 2,179         2,406          2,650          1,576          8,811

Income (Loss) from operations                 (822)         (590)          (303)        (7,256)        (8,971)

Net Income (Loss)                             (925)       (1,028)          (664)       (10,560)       (13,177)

Earnings (Loss) per share, basic and
  diluted                                    (0.08)        (0.08)         (0.05)         (0.85)         (1.06)
</TABLE>


See Note 17, which discusses fourth quarter adjustments for fiscal year 2002.

(19)  Major Customers

The Company had one major customer that accounted for approximately 12% of total
revenue for the year ended June 30, 2003 and approximately 5% of accounts
receivable at June 30, 2003. 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. The Company did not have any major
customers for the years ended June 30, 2002 and 2001.

(20) Subsequent Event (Acquisitions and Other Transactions - Related Party)

On September 8, 2003, the Company's shareholders approved the issuance of
13,000,000 shares of the Company's common stock to Auctentia, S.L., a wholly
owned subsidiary of Afinisa ("Auctentia"), in connection with the transaction
agreements executed and entered into by the Company and Auctentia on January 23,
2003. The agreements consisted of the following three transactions:

Share Purchase Agreement
------------------------

The Company issued to Auctentia 3,729,226 shares of its common stock in exchange
for all of Auctentia's equity interests in seven of its European-based operating
subsidiaries. These entities are engaged in the business of providing
intermediation for


                                       62

<PAGE>

                           Greg Manning Auctions, Inc.
                   Notes to Consolidated Financial Statements
            ($ in Thousands Except for Per Share Amounts or as noted)


(20) Subsequent Event (Acquisitions and Other Transactions - Related Party) -
(continued)

high-level collectors, with auctions and sales in primarily
philatelic assets. The acquisition will be accounted for under the purchase
method of accounting, and accordingly the consolidated financial statements will
include the operations of these subsidiaries from the date of acquisition,
September 8, 2003.

The aggregate purchase price is estimate to be approximately $6,004 (3,729,226
@$1.61 per common share) plus acquisition costs of approximately $1,300. The
price per share of $1.61 is based on the average market price per share from
January 21, 2003 through January 27, 2003, two days before and after January 23,
2003, the date the transaction agreements were entered into. The purchase price
allocation of assets purchased and liabilities assumed will be based upon
management's estimate of the fair value at the date of acquisition. The excess
of the purchase price over the net assets acquired will be assigned to goodwill.

Inventory Purchase Agreement
----------------------------

The Company issued to Auctentia 6,444,318 shares of its common stock in exchange
for Auctentia's 100% equity interest in a newly formed subsidiary, GMAI
Auctentia Central de Compras, S.L. ("CdC"), whose sole assets consist of an
inventory of certain philatelic and art assets. CdC does not currently have any
business operations, and, historically, has had no operations. CdC will be
engaged in the sale, marketing, brokering, distribution, promotion and
production of owned and third party collectibles, with an emphasis on
specialized philatelic material. It is intended that CdC will use the inventory
owned by it immediately following the consummation of the inventory purchase
agreement to sell at various auctions run by other subsidiaries of GMAI.

The value of the inventory will be recorded based upon the closing trading price
of the Company's common stock on the NASDAQ National Market on January 23, 2003,
which is the date at which the agreement was entered into, which was $1.57; as
such, the fair value of the inventory, is approximately $10,118 (based upon
6,444,318 shares at $1.57 per share).

Subscription Agreement
----------------------

Pursuant to the subscription agreement, the Company issued to Auctentia
2,826,456 shares of its common stock for a purchase price equal to the Euro
equivalent of $5,000,000, based on the Euro/US dollar exchange rate as of the
close of business on the business day immediately preceding the closing date.
The proceeds received by the Company pursuant to the subscription agreement will
be used to purchase inventory, fund auction advances and for other working
capital purposes of CdC.

Prior to the consummation of these transactions, Auctentia and its affiliates
owned approximately 43% of the Company's common stock. As a result of the
transactions, Auctentia and its affiliates own approximately 72% of the
Company's outstanding common stock.

The financial results of the above transactions will be included in the
Company's consolidated financial statements from and after September 8, 2003.

In addition, the Company or one of its subsidiaries will act as exclusive
supplier of collectibles for Afinsa on a worldwide basis. Afinsa is engaged,
among other things, in commercial and trading activities involving collectibles
throughout Europe, and has business relationships with a substantial number of
long-term clients, the ultimate purchasers of the goods to be provided by the
Company. The purchasing agreement has a five-year term, terminable by either
party upon six months' notice after the expiration of the first year of the
agreement. Afinsa has agreed to pay a commission equal to 10% of the aggregate
purchase price of all goods supplied by the Company to Afinsa during the year. A
"monitoring committee" will be established comprised of representatives of the
parties for the purposes of ensuring the fulfillment of purchasing agreement
terms and conditions.


                                       63

<PAGE>

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

Not applicable.

Item 9A. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating the disclosure
controls and procedures, management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management is required to apply
its judgment in evaluating the cost-benefit relationship of possible controls
and procedures.

The Company carries out a variety of on-going procedures, under the supervision
and with the participation of the Company's management, including the Chief
Executive Officer and the Company's Chief Financial Officer, to evaluate the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on the foregoing, the Company's Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures were effective at the reasonable assurance level as of June 30, 2003.

There have been no significant changes in the Company's internal controls over
financial reporting during the Company's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal controls over financial reporting.



                                       64

<PAGE>

                                    PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Greg Manning, age 57, was Chairman of the Board of the Company since its
inception in 1981 through December 2002, and has served as the Company's Chief
Executive Officer since December 8, 1992. Mr. Manning was the Company's
President from 1981 until August 12, 1993 and from March 8, 1995 to the present.
Mr. Manning also has been Chairman of the Board and President of Collectibles
Realty Management, Inc. since its inception, which he founded as "Greg Manning
Company, Inc." in 1961.

Larry Crawford, age 55, has been Chief Financial Officer since April 23, 2001.
Mr. Crawford served as Chief Financial Officer of Arzee Holdings, Inc. from 1996
to 2001 and as Vice President of Finance and Chief Financial Officer of Talon,
Inc., a subsidiary of Coats Viyella plc from 1987 to 1996. Mr. Crawford is a
certified public accountant and received his B.A. from Pennsylvania State
University and his M.B.A. from the Lubin School of Business of Pace University.

Anthony L. Bongiovanni, Jr., age 45, is President of Micro Strategies,
Incorporated, a leading developer and supplier of microcomputer based business
applications throughout the New York, New Jersey and Pennsylvania areas, which
he founded in 1983. Mr. Bongiovanni has a B.S. in mechanical engineering from
Rensellaer Polytechnical Institute.

Carol Meltzer, age 44, has served provided legal services to the Company since
1995. She previously practiced law at Stroock & Stroock & Lavan LLP and Kramer
Levin Naftalis & Frankel LLP. She received her J.D. degree from the University
of Michigan.

James A. Reiman, age 49, has served as an Executive Vice President of GMAI since
April 1999. He is currently President and Chief Executive Officer of
GMAI-Asia.com, Inc. Prior to his association with GMAI, Mr. Reiman founded and
operating TOB Consulting, a firm providing direct marketing and eCommerce
consulting services. Since 1980, Mr. Reiman also has been engaged in the
practice of law, both independently and with private law firms, including the
firm of Barnes & Thurnberg, where he headed the Direct Marketing practice group.

Scott S. Rosenblum, age 54, has been a director of the Company since December 8,
1992. Mr. Rosenblum has been a partner (since 1991) in the law firm of Kramer
Levin Naftalis & Frankel LLP, and previously (from 1984 to 1991) was a partner
in the law firm of Stroock & Stroock & Lavan. Mr. Rosenblum received his J.D.
degree from the University of Pennsylvania.

Albertino de Figueiredo, age 73, was appointed as a director of the Company on
September 10, 1997. In 1980, Mr. De Figueiredo founded Afinsa, S.A., a company
engaged in the business of philatelics and numismatics, and until recently was
Chairman of the Board of Afinsa. Mr. De Figueiredo is also Vice-Chairman of the
Board of Directors of Finarte Espana, an art auction house, and a member of the
Executive Board of ASCAT, the International Association of the Stamp Catalog and
Philatelic Publishers.

Greg Roberts, age 41, a director since February, 2000, has been the President of
Spectrum Numismatics since the early 1990s, following 9 years with Hannes
Tulving in Newport Beach, CA. He has spent the last 24 years honing his skills
to such an extent that he was able to successfully purchase such rare coins as
the King of Siam proof set, the 1861 Pacquet Liberty Gold Coins-$1MM, and the
Eliasberg-Stickney 1804 Silver Dollar-$1.8MM. He is also a lifetime member of
the Professional Numismatics Guild.

James M. Davin, age 57, a director since February, 2000, has since 1993 been
President of Davin Capital Corporation, a private investment company and Davin
Capital, L.P., a private investment partnership. Mr. Davin is also a former
member of the Advisory Board of the Georgetown University School of Business,
from which he graduated in 1967. Mr. Davin's investment career started in 1969
at First Boston, from which he departed in 1988 as Managing Director to join
Drexel Burnham Lambert Group, Inc. in 1990. Mr. Davin left Drexel as Executive
Vice President, Senior Trading Official, a position mandated by the SEC under
the company's agreement with the US District Attorney's office, after which he
joined Lehman Brothers. Mr. Davin departed Lehman Brothers in 1993 as Managing
Director to serve as Vice Chairman of Craig Drill Capital, a private investment
fund in New York. Mr. Davin has been an active member of the National
Association of Securities Dealers, for which he was Chairman and Vice Chairman
of Governors in 1987 as well as a board member from 1985 until 1988.

Mark B. Segall, age 41, a director since December 1999, is currently Chairman
and CEO of Kidron Corporate Advisors, LLC, which provides corporate consulting
services. Until July, 2003, he was Chief Executive Officer of Investec Inc., the
U.S. Investment Banking arm of The Investec Group. Mr. Segall was a partner at
Kramer Levin Naftalis & Frankel LLP, a New York law firm, from 1995 through
1999. Mr. Segall serves on Board of Directors of Siliconix incorporated,
Integrated Asset Management, and Trident Rowan Group, Inc.


                                       65

<PAGE>

Esteban Perez, age 61, has been a director of GMAI since January 2001 amd
Chairman of the Board of Directors since December 12, 2002. Mr. Perez was
Chairman of Tubacex S.A., a listed company in the Spanish Stock Exchange, from
which he departed in 1993, and now is Chairman of Auctentia, S.A. Mr. Perez is
also Director of the Board of Finarte Espana, an art auction house in Madrid,
and also Director of Brohan-Design, an art and design service company in New
York. Mr. Perez represents Afinsa S.A. in the Board of Trustees of the
Guggenheim Bilbao Museum. Mr. Perez is graduated in Economics and Laws by the
Deusto University.

The Company's directors are elected at the annual meeting of stockholders. The
Certificate of Incorporation provides that the members of the Board of Directors
be divided into three classes, as nearly equal in size as possible, with the
term of office of one class expiring each year. Accordingly, only those
directors of a single class can be changed in any one-year and it would take
elections in three consecutive years to change the entire Board. Messrs. Segall
and Cohen have been elected, and Mr. Roberts has been appointed, to serve until
the 2002 annual meeting of stockholders. Messrs. Bongiovanni and Rosenblum have
been elected, and Mr. Esteban Perez has been appointed, to serve until the 2003
annual meeting of stockholders. Messrs. Davin, De Figueiredo and Manning have
been elected to serve until the 2004 annual meeting of stockholders. The
Certificate of Incorporation also provides that directors may be removed only
for cause and that any such removal must be approved by the affirmative vote of
at least a majority of the outstanding shares of capital stock of the Company
entitled to vote generally in the election of directors. While the Company
believes that the foregoing provisions are in the best interests of the Company
and its stockholders, such requirements may have the effect of protecting
management against outside interests and in retaining its position.

To the best of the Company's knowledge, based solely on a review of the
applicable filings, none of the directors and executive officers of the Company
is delinquent in filing the forms required by Section 16(a) of the Exchange Act.

There are no family relationships among any of the directors or executive
officers of the Company.

Item 11. EXECUTIVE COMPENSATION

Information regarding Executive Compensation will be in the definitive proxy
statement of the Company to be filed within 120 days of June 30, 2003 and is
incorporated by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

Information regarding Security Ownership of Certain Beneficial Owners and
Management will be in the definitive proxy statement of the Company to be filed
within 120 days of June 30, 2003 and is incorporated by reference.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information regarding Certain Relationships and Transactions will be in the
definitive proxy statement of the Company to be filed within 120 days of June
30, 2003 and is incorporated by reference.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding Principal Accountant Fees and Services will be in the
definitive proxy statement of the Company to be filed within 120 days of June
30, 2003 and is incorporated by reference.



                                       66
<PAGE>


                                     PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


   Exhibit No.            Description
   -----------            -----------

      (a)       (1) All Financial Statements of the Company for the years ended
                    June 30, 2002 and 2001 are filed herewith. See Item 8 of
                    this Report for a list of such financial statements.

                (2) Financial Statement Schedules:

                    Report of Independent Accountants

                    Schedule:
                    II - Valuation and Qualifying Accounts

                All other schedules are omitted because they are not applicable
                or the required information is shown in the consolidated
                financial statements or notes thereto.

                (3) Exhibits -- See response to paragraph (c) below.

      (b)       Reports on Form 8-K

                (1) Report on Form 8-K filed on May 12, 2003, relating to the
                    issuance of a press release announcing third quarter
                    financial results.

                (2) Report on Form 8-K filed on May 22, 2003, relating to the
                    issuance of 242,718 shares of common stock of the Company to
                    The Tail Wind Fund Ltd.

      (c)   Exhibits

      3.1   Restated Certificate of Incorporation of Registrant, as amended.
            Incorporated by reference to Exhibit 3(a) to the Company's Form
            SB-2, Registration Number 33-55792-NY, dated May 14, 1993 (the "1993
            Form SB-2"); as amended by the Certificate of Amendment filed with
            the Secretary of State of New York on March 3, 2000.

      3.2   By-laws, as amended, of Registrant. *

      10.1  1993 Stock Option Plan. Incorporated by reference to Exhibit 10(a)
            to the 1993 Form SB-2 and incorporated by reference to Exhibit A to
            the Proxy Statement of the Company dated January 31, 1994.

      10.2  Employment Agreement between Greg Manning and Registrant dated as of
            May 14, 1993. Incorporated by reference to Exhibit 10(b) to the Form
            SB-2 and incorporated by reference to Exhibit 4.1 to Form 10-QSB of
            the Company for the period ended December 31,1995, dated February
            13, 1996, as amended.

      10.3  Second Amendment to Employment Agreement between Greg Manning and
            Registrant, dated as of September 11, 1997. Incorporated by
            reference to Exhibit 10.3 to Form 10-KSB of the Company for the
            period ended June 30, 1997.

      10.4  Third Amendment to Employment Agreement between Greg Manning and
            Company, effective as of July 1, 1999. Incorporated by reference to
            Exhibit 10.4 to Form 10-K of the Company for the period ended June
            30, 2001.

      10.5  Fourth Amendment to Employment Agreement between Greg Manning and
            Company, effective as of July 1, 2000. Incorporated by reference to
            Exhibit 10.5 to Form 10-K of the Company for the period ended June
            30, 2001.


                                       67
<PAGE>

  Exhibit No.            Description
  ----------             -----------

      10.6  Fifth Amendment to Employment Agreement between Greg Manning and
            Company, effective as of July 1, 2002. *

      10.7  Employment Agreement between the Company, Spectrum Numismatics
            International, Inc. and Gregory N. Roberts. Incorporated by
            reference to the Company's Proxy Statement dated January 14, 2000.

      10.8  Amendment to Employment Agreement between the Company,
            Spectrum Numismatics International, Inc. and Gregory N. Roberts.

      10.9  Employment Agreement between the Company and Larry Crawford,
            effective as of April 23, 2001.*

      10.10 Amendment to Employment Agreement between the Company and Larry
            Crawford, effective as of October 23, 2002. *

      10.11 Revolving Credit Agreement, dated as of April 17, 2003 between the
            Company and Banco Santander Central Hispano, S.A. *

      10.12 Promissory Note, dated as of April 17, 2002 between the Company and
            Banco Santander Central Hispano, S.A. *

      10.13 1997 Stock Option Plan, as amended. Incorporated by reference to
            Exhibit A to the Proxy Statement of the Company dated October 28,
            1997, to the Proxy Statement of the Company dated January 14, 2000;
            to the Proxy Statement of the Company dated October 26, 2001; and to
            the Proxy Statement of the Company dated August 15, 2003.

      10.14 Share Purchase Agreement, dated as of January 23, 2003, between the
            Company and Auctentia, S.L. Incorporated by reference to Appendix A
            to Company's Definitive Proxy Statement filed with the SEC on August
            13, 2003.

      10.15 Inventory Purchase Agreement, dated as of January 23, 2003, between
            the Company and Auctentia, S.L. Incorporated by reference to
            Appendix B to Company's Definitive Proxy Statement filed with the
            SEC on August 13, 2003.

      10.16 Subscription Agreement, dated as of January 23, 2003, between the
            Company and Auctentia, S.L. Incorporated by reference to Appendix C
            to Company's Definitive Proxy Statement filed with the SEC on August
            13, 2003.

      10.17 Registration Rights Agreement, dated as of September 8, 2003,
            between the Company and Auctentia, S.L. Incorporated by reference to
            Appendix E to the Company's Definitive Proxy Statement filed with
            the SEC on August 13, 2003.

      14.   Code of Ethics*

      21.   Subsidiaries of the Registrant*

      23.1  Consent of Independent Accountants. *

      31    Rule 13a-14(a)/15d-14(a) Certifications *

      32    Section 1350 Certifications *


      * Filed herewith


       *******************************************************************


                                       68

<PAGE>

                                   SIGNATURES


Dated:    September 11, 2003

                                          /s/ Greg Manning
                                          ---------------------------
                                          Greg Manning
                                          Chairman of the Board
                                          Chief Executive Officer & Director


In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated below.

Dated:    September 11, 2003

                                          /s/ Greg Manning
                                          Greg Manning
                                          Chief Executive Officer and Director
                                          (Principal Executive Officer)

                                          /s/ Larry Crawford
                                          Larry Crawford
                                          Executive Vice President and Chief
                                          Financial Officer
                                          (Principal Financial Officer and
                                          Principal Accounting Officer)

                                          /s/ Anthony Bongiovanni
                                          Anthony Bongiovanni
                                          Director

                                          /s/ Scott Rosenblum
                                          Scott Rosenblum
                                          Director

                                          /s/ Greg Roberts
                                          Greg Roberts
                                          Director

                                          /s/ James Davin
                                          James Davin
                                          Director

                                          /s/ Mark Segall
                                          Director


                                       69

<PAGE>



                        Report of Independent Accountants




To the Board of Directors and
Stockholders of Greg Manning Auctions, Inc.



We have audited the consolidated financial statements of Greg Manning Auctions,
Inc., and subsidiaries as of June 30, 2003, 2002 and 2001, and for each of the
three years in the period ended June 30, 2003 and have issued our report thereon
dated September 4, 2003, except for Note 20 as to which the date is September 8,
2003, such consolidated financial statements and report are included elsewhere
in this Form 10-K. Our audits also included the consolidated financial statement
schedule of Greg Manning Auctions, Inc. and subsidiaries listed in Item 16(a) 2.
This consolidated financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.



/s/ Amper, Politziner & Mattia P.C.

September 4, 2003
Edison, New Jersey



                                       70

<PAGE>

                                                                     SCHEDULE II


                           Greg Manning Auctions, Inc.
                        Valuation and Qualifying Accounts
                                 (in thousands)

<TABLE>
<CAPTION>

                                                             Balance at                                   Balance at
                                                             Beginning of      Additions       Write-       End of
                                                                Year             $              offs        Year
                                                             ------------      ----------      -------    ----------
Allowance for sales returns and doubtful accounts
  Years Ended June 30,
<S>                                                <C>            <C>               <C>          <C>        <C>
                                                   2001           826               19            --          845
                                                   2002           845              353           121        1,077
                                                   2003         1,077              172           376          873

Valuation allowance for deferred tax asset
  Years Ended June 30,
                                                   2001           575            4,926            --        5,501
                                                   2002         5,501            7,201            --       12,702
                                                   2003        12,702               --           888       11,814

Realizable value allowance for inventory
  Years Ended June 30,
                                                   2001           514            2,388            --        2,902
                                                   2002         2,902            1,401         1,871        2,432
                                                   2003         2,432               --           547        1,885
</TABLE>



                                       71

<PAGE>

                                  EXHIBIT INDEX

   Exhibit No.          Description
   -----------          -----------

      3.1      Restated Certificate of Incorporation of Registrant, as amended.
               Incorporated by reference to Exhibit 3(a) to the Company's Form
               SB-2, Registration Number 33-55792-NY, dated May 14, 1993 (the
               "1993 Form SB-2"); as amended by the Certificate of Amendment
               filed with the Secretary of State of New York on March 3, 2000.

      3.2      By-laws, as amended, of Registrant. *

      10.1     1993 Stock Option Plan. Incorporated by reference to Exhibit
               10(a) to the 1993 Form SB-2 and incorporated by reference to
               Exhibit A to the Proxy Statement of the Company dated January 31,
               1994.

      10.2     Employment Agreement between Greg Manning and Registrant dated as
               of May 14, 1993. Incorporated by reference to Exhibit 10(b) to
               the Form SB-2 and incorporated by reference to Exhibit 4.1 to
               Form 10-QSB of the Company for the period ended December 31,1995,
               dated February 13, 1996, as amended.

      10.3     Second Amendment to Employment Agreement between Greg Manning and
               Registrant, dated as of September 11, 1997. Incorporated by
               reference to Exhibit 10.3 to Form 10-KSB of the Company for the
               period ended June 30, 1997.

      10.4     Third Amendment to Employment Agreement between Greg Manning and
               Company, effective as of July 1, 1999. Incorporated by reference
               to Exhibit 10.4 to Form 10-K of the Company for the period ended
               June 30, 2001.

      10.5     Fourth Amendment to Employment Agreement between Greg Manning and
               Company, effective as of July 1, 2000. Incorporated by reference
               to Exhibit 10.5 to Form 10-K of the Company for the period ended
               June 30, 2001.

      10.6     Fifth Amendment to Employment Agreement between Greg Manning and
               Company, effective as of July 1, 2002. *

      10.7     Employment Agreement between the Company, Spectrum Numismatics
               International, Inc. and Gregory N. Roberts. Incorporated by
               reference to the Company's Proxy Statement dated January 14,
               2000.

      10.8     Amendment to Employment Agreement between the Company, Spectrum
               Numismatics International, Inc. and Gregory N. Roberts.

      10.9     Employment Agreement between the Company and Larry Crawford,
               effective as of April 23, 2001.*

      10.10    Amendment to Employment Agreement between the Company and Larry
               Crawford, effective as of October 23, 2002. *

      10.11    Revolving Credit Agreement, dated as of April 17, 2003 between
               the Company and Banco Santander Central Hispano, S.A. *

      10.12    Promissory Note, dated as of April 17, 2002 between the Company
               and Banco Santander Central Hispano, S.A. *

      10.13    1997 Stock Option Plan, as amended. Incorporated by reference to
               Exhibit A to the Proxy Statement of the Company dated October 28,
               1997, to the Proxy Statement of the Company dated January 14,
               2000; to the Proxy Statement of the Company dated October 26,
               2001; and to the Proxy Statement of the Company dated August 15,
               2003.

      10.14    Share Purchase Agreement, dated as of January 23, 2003, between
               the Company and Auctentia, S.L. Incorporated by reference to
               Appendix A to Company's Definitive Proxy Statement filed with the
               SEC on August 13, 2003.


                                       72

<PAGE>

   Exhibit No.     Description
   -----------     -----------

      10.15    Inventory Purchase Agreement, dated as of January 23, 2003,
               between the Company and Auctentia, S.L. Incorporated by reference
               to Appendix B to Company's Definitive Proxy Statement filed with
               the SEC on August 13, 2003.

      10.16    Subscription Agreement, dated as of January 23, 2003, between the
               Company and Auctentia, S.L. Incorporated by reference to Appendix
               C to Company's Definitive Proxy Statement filed with the SEC on
               August 13, 2003.

      10.17    Registration Rights Agreement, dated as of September 8, 2003,
               between the Company and Auctentia, S.L. Incorporated by reference
               to Appendix E to the Company's Definitive Proxy Statement filed
               with the SEC on August 13, 2003.

      14.      Code of Ethics*

      21.      Subsidiaries of the Registrant*

      23.1     Consent of Independent Accountants. *

      31       Rule 13a-14(a)/15d-14(a) Certifications *

      32       Section 1350 Certifications *



      * Filed herewith



       *******************************************************************



                                       73