SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-KSB

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

For the fiscal year ended June 30, 1999
                                       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 Small Business Issuer in Its Charter)

             New York                                         22-2365834
  (State or Other Jurisdiction of                          (I.R.S. Employer
   Incorporation or Organization)                          Identification No.)

         775 Passaic Avenue
      West Caldwell, New Jersey                                  07006
 (Address of Principal Executive Offices)                      (Zip code)

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
Ttle of each class                                     Which Registered
-------------------                                  ------------------------
Common Stock, $.01 par value                         The Nasdaq Stock Market
                                                     Boston Stock Exchange

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 there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B 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-KSB or any
amendment to this Form 10-KSB. [ ]

        The Issuer's revenues for its most recent fiscal year were $ 14,799,375.

        The  aggregate  market value of the Common Stock held by  non-affiliates
(excludes Greg Manning,  Leon Liebman and Afinsa Bienes  Tangibles  S.A.) of the
Issuer as of September 7, 1999 (based on closing sale price of $15.063 per share
as reported on NASDAQ), was $48,516,447.

<PAGE>

        As of September 7, 1999, Issuer had 6,812,245 shares of its Common Stock
outstanding.


        Portions of the Registrant's  definitive proxy statement,  which will be
filed within 120 days of June 30, 1999, are  incorporated by reference into Part
III.

Transitional Small Business Disclosure Format (Check One):   Yes   X     No




               THE REMAINDER OF THIS PAGE WAS PURPOSELY LEFT BLANK

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                                     PART I.

Item 1. DESCRIPTION OF BUSINESS

General

         Greg Manning Auctions,  Inc. ("Greg Manning Auctions" or the "Company")
was founded by Greg Manning,  its Chairman and Chief Executive Officer,  who has
conducted  public auctions of stamps since 1966. In October of 1998, the Company
acquired Teletrade, Inc. which gave the Company the platform to conduct auctions
over the Internet.  As a result,  Greg Manning Auctions  believes it is now well
positioned to become a premier collectibles destination site on the Internet.

         In addition to conducting  its  operations in the United  States,  Greg
Manning Auctions' goal is to become a leading collector  destination site on the
Internet  throughout  the world.  In  furtherance  of this goal, the Company has
recognized the opportunity that exists in Asia and Europe where the Internet has
not had the same penetration as it has to date in the U.S. Accordingly, in 1999,
Greg Manning Auctions  established one of the first collectibles  online auction
house in China,  GMAI-ASIA.com,  and conducted , the Company believes ,the first
ever online  Internet  stamp auction in that country.  In addition,  in 1999 the
Company, together with Afinsa Bienes Tangibles,  S.A. formed GMAI-Europe.com,  a
joint  venture  formed to conduct  Internet  auction and retail  sales in Europe
through a newly established office in Madrid, Spain.

         The Company believes,  based on its knowledge of the market, that it is
one of the largest  auction houses of stamps in the world  (although there is no
publicly  available  data with respect to stamp auction  sales).  In addition to
stamps,  stamp  collections  and stocks,  the  Company's  expanded  product line
includes items such as sports trading cards and memorabilia, movie posters, fine
art, rare coins, diamonds, comic books, Hollywood and Rock and Roll Memorabilia,
manuscripts and autographs.  Based in West Caldwell, New Jersey, with offices in
Kingston, New York, the Company has approximately 75 full-time employees.

         Greg Manning Auctions,  Inc. is positioned for substantial growth after
acquiring Teletrade,  which pioneered  interactive telephone auctioning and is a
leading Internet auctioneer of coins, diamonds, and sports cards. The Company is
seeking to  leverage  its  position as a  preeminent  traditional  global  stamp
auction  house  to  become  a  high-end,  full-service,  state-of-the-art,  fine
collectibles  auction company with the most comprehensive  services available in
the  industry.  It is the  first  publicly  owned  auction  company  to  operate
real-time  auctions  simultaneously  over the Internet and via  telephone  while
providing  confidential  transmission of bidder and seller  information over the
Internet.  While Greg  Manning  Auctions is one of the  nation's  leading  stamp
auction  house and one of the  largest  specialty  stamp  auction  houses in the
world,  the Company has refocused its business  towards the electronic  commerce
industry.

          The  Company   conducts  its  operations   directly  and  through  its
subsidiaries:  Greg Manning  Auctions,  Inc., which conducts the world's largest
auctions of intact  stamp  collections,  stocks and  accumulations;  Ivy & Mader
Philatelic Auctions, Inc., which conducts auctions and produces a deluxe catalog
selling high-end  individual  stamps,  sets and covers;  Greg Manning Galleries,
Inc.,  which conducts mail, fax and telephone  auctions of popular priced stamps
and covers;  CEE JAY Auctions,  which holds public  auctions and generally sells
lower priced individual stamps, covers and large lots; and Teletrade,  Inc., the
originator  of phone-in  coin  auctions,  which  conducts  live  auctions on the
Internet and via telephone of rare coins, diamonds and sports cards. The Company
will soon inaugurate internet bidding for live auctions as well.

         The  Company   believes   that  there  are  two  major  trends  in  the
collectibles  marketplace  that will have a positive  influence on the Company's
business:  First,  the number of  collectors  and the interest in  collecting is
growing,  both in the United  States and globally;  and second,  the Internet is
playing a key role in driving this heightened interest in collecting.

         The Company is also  establishing  strategic  alliances  with companies
that,  it  believes,  will help it to reach the  broadest  possible  universe of
collectors.  During 1999,  the Company signed a joint  marketing  agreement with
AT&T Labs to promote Greg  Manning's  high-end  auction  services and AT&T Labs'
DjVu  technology on AT&T Worldnet  Services Home Page. The Company also signed a
definitive agreement with Butterfield & Butterfield,  a wholly-owned  subsidiary
of eBay Inc.,  under which Greg Manning will be a significant  participant  in a
future initiative by e-Bay to feature premier offerings of collectibles and fine
art from around the world.  The  Company's  websites  are:  WWW.GREGMANNING.COM,
WWW.TELETRADE.COM, and www.gmai-asia.com.

                                       3

<PAGE>

         In addition to auctions, which is the Company's primary method of sale,
the  Company  enters  into  "private  treaty"  transactions  in which  owners of
collectibles  arrange to have their property sold to  third-parties in privately
negotiated  transactions.  The Company also purchases  collectibles for sale for
its own account.

         The Company seeks to provide the highest  quality  service and personal
attention to its clients.  The Company's  longevity in its core auction business
selling rare stamps,  stamp  collections and stocks 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.  The Company
believes that its extensive  auction and marketing  experience in the rare stamp
markets can be applied and utilized in other areas of the collectibles business.
The Company has expanded by taking advantage of such  opportunities  through its
acquisition of Teletrade and will consider other acquisitions as appropriate.

Teletrade

         Teletrade conducts live auctions  simultaneously  over the Internet and
via  telephone.  Teletrade is believed to be the largest  interphonic  (combined
Internet and  Telephone  Systems)  auction house for coins,  sports  cards,  and
diamonds  in  North  America.   In  1998,   Teletrade  had  aggregate  sales  of
approximately  $24 million.  GMAI's  Teletrade  usually auctions over 5,000 lots
each week from its Internet  site at  www.teletrade.com  where it holds coin and
sports auctions five days a week 52 weeks a year. In addition to its easy to use
Internet bidding technology, GMAI's Teletrade offers bidders the option to place
bids and receive "real time" bid status  information via a unique,  proprietary,
touch-tone  telephone and computer  technology which GMAI's Teletrade  developed
and owns.

         Teletrade  auctions are full-service  auctions and all of its offerings
are backed by a full satisfaction guarantee.  Unlike  person-to-person  Internet
auctions, GMAI's Teletrade holds in its possession each of the items offered for
sale and  professionally  ships all items sold to buyers.  GMAI's Teletrade also
collects  all monies due from  buyers  and  promptly  remits  sale  proceeds  to
consignors.  Teletrade's  mission is to provide an  innovative  yet safe auction
process  that  protects  both  buyers and  consignors,  including  each  party's
confidentiality.

Technology

         Greg Manning  utilizes  advanced  technology to enhance the  collecting
experience.  Greg Manning's technology provides the Company with the opportunity
to add features and options for the benefit of the customer. The Company already
possesses a proprietary  technology that permits bidding by touch-tone telephone
in an Internet  auction.  The Company  believes that touch-tone  bidding and bid
tracking is a convenience  feature for those  customers in the United States who
have  access to the  Internet,  but elect  instead  to use their  cell  phone or
telephone.  The technology  also provides Greg Manning the  opportunity to enter
markets  where the  penetration  of the Internet is not as deep as in the United
States. This also allows the Company to add retail selling opportunities,  while
maintaining the cost advantages of the "virtual" business.

Philately

         Philately, or stamp collecting, has grown steadily during the twentieth
century.   The  stamp  collecting  market  is  currently  worldwide  and  modern
telecommunications  have facilitated the development of an international network
of dealers and  collectors  who interact  regularly to pursue their  interest in
philately.

         Transactions  in the stamp  industry  are  generally  effected  through
thousands  of dealers and auction  houses and  directly  between  collectors  or
dealers.  Because  the  predominant  participants  in the long  term  philatelic
markets are collectors and dealers, and not speculative  investors,  rare stamps
have historically shown remarkable resilience,  not only to stock market cycles,
but to economic conditions in general.  Even after substantial  declines between
1981 and 1985  (which was caused by  speculators'  selling  investment  holdings
following a significant rise in prices during the late 1970's due to speculative
investor  demand),  prices in the rare stamp market  stabilized in 1986 and 1987
and have remained fairly constant since that time.

         Rare  stamp  and  stamp  collection  auctions  are a large  part of the
Company's business.  As a leading philatelic auction house, the Company provides
the full range of services  necessary  to  facilitate  the sale and  purchase of
stamp collections,  dealer stocks,  accumulations,  sets and single rare stamps.
The Company  believes,  based on its knowledge of the market,  that it is one of
the world leaders in specialized auctions of stamp collections,  dealer's stocks
and accumulations  (although there is no publicly available data with respect to
stamp auction sales).

                                       4

<PAGE>

         Ivy & Mader,  acquired in 1993, holds auctions devoted primarily to the
sale of high quality,  single rare stamps.  In contrast,  Greg Manning Auctions,
Inc.  ("GMA")  typically  holds  auctions in which each lot may contain  several
thousand  stamps.  Ivy & Mader sells to a larger number of  collectors,  and GMA
sells  to a  larger  number  of  dealers.  As  with  GMA,  Ivy &  Mader  earns a
commission,  based on the hammer price at auction,  of  approximately  5% to 15%
from the seller and 15% from the buyer.

         Although Ivy & Mader offers  potential  consignors  the  opportunity to
sell their rare stamps through auction, private treaty, or by outright purchase,
the potential  consignors for Ivy & Mader almost always decide to sell by public
auction.  The  availability  of  working  capital to make cash  advances  to the
consignors is a major benefit to Ivy & Mader, as many of that firm's  consignors
request cash advances.

         As noted above,  the Company  believes that the combination of GMA with
Ivy & Mader  creates  one of the world's  largest  combined  philatelic  auction
houses,  and  provides  a  competitive  advantage  to the  Company  through  the
complementary nature of the two companies' distinct specialty areas.

         Greg  Manning  Galleries  ("Galleries")  is  engaged  primarily  in the
business of conducting stamp auctions by mail and occasionally conducts auctions
of art and historical items, including rare autographs and documents.  Beginning
in fiscal  1999,  Galleries  also began  conducting  auctions  of comics,  movie
posters and Hollywood and Rock and Roll memorabilia.

         The  Company's  founder,  Chairman and Chief  Executive  Officer,  Greg
Manning,  has been in the business of buying and selling  stamps full time since
1964 and began to conduct public stamp auctions in 1966. Mr. Manning is a member
of  numerous  philatelic  organizations  throughout  the  world and is a regular
columnist  for Linn's Stamp News,  the largest stamp  publication  in the United
States.

Sports Trading Cards and Sports Memorabilia

         Recognizing  the growing  interest in sports  trading  cards and sports
memorabilia,  the  Company  broadened  its  business to include the sale of such
sports collectibles.  In addition, with the recent acquisition of Teletrade, the
Company  has  substantially  expanded  its product  line and  business in sports
trading cards,  especially  certified cards, and sports  memorabilia.  Teletrade
holds biweekly internet/telephone live auctions of both certified and raw sports
cards.The sports  collectibles  industry has grown rapidly in recent years, with
the emergence of price guides and hobby magazines,  and appears to be continuing
to experience increasing collector interest.

         Management  believes  that the Company can apply its  expertise  in the
rare stamp  auction  business to  facilitate  continued  expansion in its sports
trading card and memorabilia  auction business.  The Company does not anticipate
significant  difficulty in obtaining  desirable  amounts of sports trading cards
and sports memorabilia for sale, even though it will generally focus on pre-1980
manufactured  cards,  which are typically  more scarce and  expensive  than more
recent cards and memorabilia.

Coins

         In  1986,  Teletrade  was the  first  company  to  fully  automate  the
auctioning of coins via touch-tone phone technology. Since then it has added the
Internet to its auctioning system as a tool to enhance its auction platform..

         With a focus on superior  customer  support and quality service and for
being  responsive to customer needs,  Teletrade is now the largest  full-service
auction house for certified coins in North America.  Teletrade's long history in
this  field has  created a wealth of over 10 years of pricing  information.  The
online price guide is the first online  source  showing real prices paid by real
buyers for specific items in auctions,  and is offered to Teletrade participants
free of charge. With 13 years of experience in the business, Teletrade has close
ties with many of the industries largest dealers.

Hollywood and Rock `n Roll Memorabilia

         The Company has recently begun auctioning apparel and equipment, owned,
and sometimes concert-used,  by Rock and Roll artists. In most cases these items
are unique,  which means that  collectors  can attain a certain  "closeness"  to
their favorite  artist or group by owning pieces from their private  wardrobe or
archive.  The Company has  developed  relationships  with well known artists and
managers which play a vital role in the acquisition of not only specialty items,
but entire collections as well. The Company achieved record levels on many items
in our April 1999 auction.

                                       5

<PAGE>

            The  collecting  of movie  props and  other  original  film  related
articles has also become a fast growing hobby, within which the Company played a
key role in 1999 to bring Hollywood collectibles to market. The Company has also
sought to cultivated important contacts within the film industry to enable it to
supply its collector base and auction venues with appropriate products.

Movie Posters
         Movie   posters  have  recently   become  of  increasing   interest  to
collectors.  They were originally  created to advertise films at movie theatres
and were  never  mass-produced  for a consumer  market.  The  scarcity  of these
posters has created a  significant  level of demand in the hobby.  Although  the
hobby has been active for the last twenty years,  recent awareness by the public
has created a surge in both demand and value, and indications are that this will
continue  in the  indefinite  future.  With that in mind,  the  Company has been
active in buying and  selling,  both  privately  and  through  auction,  a broad
spectrum of posters to cover all areas of collecting  interest from vintage eras
to the latest  releases.  The Company's most recent auction of these posters set
several world records.

Comic Books

          There has recently been increased  interest in the  collectibility  of
the popular  arts,  comic books,  animation  celluloids,  original  artworks and
drawing  (for the  exterior  and interior of comic books and also for use in the
production  of  animated  films).  Related  material  has  been  found  to  have
particular appeal amongst  collectors  between the ages of thirty five and fifty
years old. This segment of the market, sometimes referred to as the "baby boomer
generation",  is responsible for the vast majority of sales of the 1950's-1970's
comic books and related items.

           GMAI has been seeking to  cultivate a  substantial  clientele  within
this  market for this  material.  GMAI also buys and sells  vintage  comic books
privately,  specializing  in the high end of market  with  emphasis  on the most
popular and desirable subjects, such as Superman and Batman.

Diamonds

                With the  recent  acquisition  of  Teletrade,  the  Company  has
expanded  its product  line and  broadened  its  business to include the sale of
certified diamonds. Two internet/telephone  auctions are conducted each week and
the Company believes that it is the only Internet/telephone auction company that
regularly auctions  diamonds.  The average value per lot auctioned is $5,000 and
the  Company  charges  both the buyers  and  sellers a  commission  of 0 - 5.5%,
depending  on the price  realized.  The Company has  established  close  working
relationships  with the largest diamond  manufacturers and dealers in the world,
who  provide  on  consignment  a high  volume  and  steady  stream of  certified
diamonds.  Every  diamond  auctioned  has been  certified  by GIA,  a  respected
worldwide gemological institute , and comes with a diamond grading report issued
by GIA's Gem Trade Laboratory.  Additionally,  diamonds sold are internationally
registered in the buyer's name, by use of the Gemprint(TM)  system,  and legally
recognized documentation of ownership is provided.  Consumers receive a discount
of up to 10% from  participating  insurance  companies  on  diamonds  which  are
Gemprint(TM) registered.

Art

         In August 1998, the Company expanded its specialties and added fine art
to its product  line by  acquiring  the  inventory of a former major art gallery
with offices in New York City, New Orleans and Tokyo. This collection of limited
edition  prints,  oil  paintings,   watercolors,   drawings,   sculptures,   and
photographs,  represents prominent artists,  including many of the international
giants of the 20th Century.

         The Company's  appearance at ArtExpo-New York this past March served as
the primary  introduction  and established the Company as a presence in the fine
art scene.  In June,  the  division  launched a site on  Artnet.com,  one of the
leading fine art  Internet  venues.  Entering  their  database of galleries  and
artists has  increased  circulation  to the Company's own site and has paved the
way for the Company to become a leader in the fine art Internet market.

         The division currently offers this inventory through Internet sales and
direct sales at retail and  wholesale  prices.  The Company  plans to expand its
sales by holding Internet auctions.

                                       6

<PAGE>

Client Services and Methods of Sale for Collectibles Owners

         The  Company's  business  depends 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.  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:  (a) continue for
another  period  under a private  treaty  arrangement  at the existing or at new
price  parameters,  (b) consign the property for sale at the next  auction,  (c)
sell the property outright to the Company at a price determined by the Company's
experts, or (d) have the property returned.

         The Company's  range of client services for owners also includes making
necessary  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.

Auction Sales

         The Company  sells  property  primarily by public  auction.  Selling by
auction  generally  provides owners the opportunity to realize the highest sales
price  available in the market,  although there is always the inherent risk that
the auction price may not be as high as a property owner expected or desired. At
public  auction,  the Company  generally  earns a commission  from the seller of
between 5% to 15% and a commission  from the buyer of between 10% to 15% in most
of the Company's markets.

         One key to reducing the risks  associated  with the auction process for
property  owners is achieving  high levels of  participation  in the auctions by
potential buyers.  Through the use of print advertisements in Linn's Stamp News,
Coin World and other industry publications,  the Company advertises its auctions
to potential purchasers.  For sports trading card and memorabilia auctions,  the
Company   advertises  in  Sports   Collectors   Digest  and  other  major  trade
publications. In addition to advertisements,  the Company promotes most auctions
through advance distribution of a catalogue for that auction to customers on the
mailing  lists of the  Company  and to  potential  customers  who respond to the
Company's   advertisements  and  appearances  at  trade  shows.  Each  catalogue
describes  and often  depicts  the  items to be sold at  auction,  contains  the
Company's estimates of prices to be realized for each item, and depending on the
market, may be produced in full color.

         Auctions  are  generally  open to public  bidding  and, in an effort to
increase international participation at auctions, the Company has facilities for
bidding by mail,  telephone and  facsimile,  which may be done prior to auction.
Thus, although the

                                       7

<PAGE>

Company's  auctions take place primarily in New Jersey and New York , purchasers
and sellers throughout the world are able to participate at the auctions.

         The Company manages four types of auctions: (1) live auctions; (2) mail
and  absentee  auctions;  (3)  Internet/Telephone  auctions  and  (4)  telephone
auctions. The type of auction utilized for each sale is determined in advance of
such auction,  and the decision on which type of auction to use is made based on
a variety of factors  including the type of property to be sold, the market into
which the property will be sold, the size of the auction,  and other factors. In
each  type of  auction,  a  catalogue  or list of lots is mailed  and  otherwise
distributed  to all  interested  customers  in order to  facilitate  the bidding
process by providing descriptions of each lot by lot number.

         In a live  auction,  bidders may bid in person or by  telephone on each
lot as presented in the order shown in the catalogue at the time and date of the
auction.  Before the auction,  bidders may bid by lot as shown in the  catalogue
and  communicate  such bids to the Company by mail, fax or by telephone.  At the
auction,  the  auctioneer  typically  opens the bidding at levels  based on bids
received prior to auction or previously established reserve prices. The property
being  auctioned  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  applicable  sales tax. The
auctioneer  regulates  the  bidding  and  reserves  the right to refuse  any bid
believed by him not to be made in good faith.

         In an  absentee  auction,  bidders  may bid on each lot as shown in the
catalogue and  communicate  such bids to the Company by mail,  fax and telephone
before the auction. At or about the closing date of the auction (as published in
the catalogue), the bids are compiled and ordered by lot, from highest to lowest
bid. In certain  instances on certain lots,  bidders are contacted  with current
bid  information on such lots,  providing the bidders an opportunity to increase
the bids  previously  submitted.  Once all bids have been  received,  posted and
finalized,  the  Company,  acting as an agent for each  bidder,  determines  the
highest bid on each lot as  authorized by the bidder (up to the maximum limit as
authorized by the bidder) in an increment over the next highest bid as described
in the auction catalogue. The highest bidder on each lot is declared the winner,
and such bidder must pay the winning bid plus the applicable buyer's premium and
applicable sales tax.

         In an Internet/Telephone auction, registered bidders can place "maximum
bids" either on the www.teletrade.com web site or via touch-tone telephone. This
allows the bidder to place the  highest  amount they are willing to pay on a lot
and the computer  will bid on behalf of the bidder up to the maximum bid amount.
This  feature  relieves  the bidder from having to monitor the auction  while in
progress. Once the auction has begun, bidders can access the current bids. After
the auction is over, results are available to both buyers and sellers and can be
accessed as soon as 15 minutes after the auction has closed. Prices realized are
available as well.  Winning  bidders mail their  payments to Teletrade and their
package is then shipped. Consignors are paid within 36 days of the auction

         In a  telephone  auction,  bidders  may bid on each lot as shown in the
catalogue and  communicate  such bids to the Company by mail,  fax and telephone
before the  auction.  On the date of the  auction,  beginning  usually 3-4 hours
before the published time of the end of the sale, the Company receives inquiries
by telephone from bidders and prospective bidders about current bids on specific
lots. During these telephone inquiries,  the caller directs the Company to enter
or modify the caller's bids on such  specific  lots. At the end of the specified
time period, the highest bid on each lot is declared the winner and, as in other
types of  auctions,  the  successful  bidder  must pay the  winning bid plus the
applicable buyer's premium and applicable sales tax.

         The costs involved in conducting a typical auction include, among other
things, the cost of catalogues, insurance, transportation,  auction advertising,
auction site rental fees, security,  temporary personnel and expenses of certain
additional  auction-related  accounting  and  shipping  functions.  In  general,
purchasers at public auctions pay a buyer's  premium on auction  purchases equal
to 10% to 15% of the hammer  price of the  property  and  sellers  are charged a
commission  of 5% to 15%, or  slightly  lower on high value  properties,  of the
hammer price.

         The  Company  does  not  provide  any  guarantee  with  respect  to the
authenticity  of  property  offered  for sale at auction  except as noted in its
terms and  conditions  of sale.  Each lot is sold as genuine and as described by
the  Company in the  catalogue.  However,  when,  in the  opinion of a competent
authority  mutually  acceptable  to the  Company  and  the  purchaser,  a lot is
declared  otherwise,  the purchase  price will be refunded in full if the lot is
returned to the Company within a specified  period.  In such event,  the Company
will return such lot to the consignor before a settlement  payment has been made
to such consignor for such lot. To date,  returns have not been material.  Large
collections are generally sold on an "as is" basis.

                                       8

<PAGE>

         After an auction,  purchasers must make arrangements to take possession
of the auctioned  property.  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.  Whether or not the Company has received  payment from such well
established  customers,  it must pay the consignor and generally  will do so not
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.  A lot which has been submitted by mutual consent of
the buyer and the Company for review by a competent  authority is not considered
to be released to the buyer and  settlement is not completed  with the consignor
until such time as an opinion is rendered by such  competent  authority.  If the
lot under review receives an affirmative opinion from such competent  authority,
the settlement is immediately  completed,  and the applicable  amount is paid to
the  consignor.  If such lot is returned to the Company with a negative  opinion
from such  competent  authority,  no sale is deemed  to have  occurred,  and the
property  is  returned  to the  consignor  in  satisfaction  of the  consignment
agreement between the consignor and the Company.

         Extending  credit to credit  worthy  buyers at auction is an  important
marketing  tool  for the  Company  because  it  allows  buyers  who may not have
immediately available funds to settle at 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.

Private Treaty Sales

         In a  private  treaty  sale,  the  Company  contracts  with an owner of
property to sell such property to a third party at a privately negotiated price.
In such a  transaction,  the  owner may set  selling  price  parameters  for the
Company, or the Company may solicit selling prices for the owner, with the owner
reserving  the  right  to  reject  any  solicited   selling  price.  In  certain
transactions,  the owner may set a fixed  price  which  would be  payable to the
seller regardless of the actual sales price ultimately  received by the Company.
The Company is  compensated  for a private  treaty  sale either by a  commission
equal  to a  percentage  of the  sales  price,  or,  in  the  case  of an  owner
established  fixed price,  by retaining the difference  between the actual sales
price and the fixed  price.  Private  treaty  sales are  generally  settled more
promptly than auction sales,  with the buyer paying all or substantially  all of
the purchase price at the time of sale, although in certain  circumstances,  the
buyer may receive  extended  payment  terms.  Should  extended  payment terms be
granted, the Company and the seller will 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 final  payment  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 and not  controlled by the bidders,  as would be the
case at public  auction.  Often, a private  treaty sale can be consummated  more
quickly than the 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 less costs than auction  sales,
primarily because there are minimal  advertising  expenses  associated with such
sales.

Sales of the Company's Inventory

         The  Company  offers  potential  consignors  the  option to sell  their
property  outright  to the  Company for an amount  determined  by the  Company's
experts. In an outright purchase,  the Company establishes a price it is willing
to pay for the property. If the price is acceptable to the seller, or if a price
can be negotiated between the Company and the seller, the Company typically pays
the purchase price in full and takes possession immediately.

                                       9

<PAGE>

         Unlike  sales of  consigned  property at auction or by private  treaty,
when selling its own  inventory,  the Company earns a profit or incurs a loss on
the sale of inventory to the extent the sales price  exceeds or is less than the
purchase price paid by the Company for such inventory, respectively.  Generally,
the Company  provides  (and it is expected that it will continue to provide) for
the sale of portions of its inventory at its public auctions.  Occasionally, the
Company may sell inventory to a customer  directly without placing the inventory
for sale at auction.  The Company  intends to sell all its  inventory as quickly
and  efficiently  as  possible,  thereby  promoting  a high  level of  inventory
turnover and maintaining maximum liquidity.

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, using the consigned property as collateral.  The
amount  of the cash  advance  (generally  limited  to one half of the  estimated
value)  appears on the  financial  statements  of the  Company as  "Advances  to
consignors",  but the value of the  collateral  is not recorded on the Company's
financial  statements  since the Company does not hold title to the  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 cash on an immediate basis. Offering cash advances allows
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. Consignors
are given the option of paying  interest on such cash  advances at a  negotiated
rate or  allowing  the Company to receive a higher  commission  upon sale of the
property.

Computerization and Security

         The Company maintains  computerized  tracking systems which are used to
catalogue 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,  in the case of property to be sold at  auction,  generally  21 days
before auction.

         Tracking  the  consigned  property  aids in the  prompt  and  efficient
production  of  catalogues  for  auctions.  Such  catalogues  are  an  important
marketing  tool  for  the  Company  to  solicit  business  with  both  potential
consignors  and bidders.  For  potential  consignors,  the Company  utilizes the
catalogues  from prior auction sales to demonstrate  its expertise in presenting
property to the bidders.  For bidders,  the Company  utilizes the catalogue 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 any auction house 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.  The
security system installed 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 which 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.

         The Company has devoted  significant  attention  and  resources  to its
WWW.GREGMANNING.COM  web site.  This site  received a complete  overhaul in June
1999 and is  continuing  its  development  as the  centerpiece  of the Company's
e-commerce activities. Recent initiatives for the Company's web site include the
addition of a retail component and electronic catalogs.

                                       10

<PAGE>

Future Planned Expansion

     The Company continues to evaluate potential  acquisition  candidates in the
collectibles  industry.  The  Company  believes  that a carefully  analyzed  and
structured  acquisition  of an  existing  operating  company  could  be the most
effective manner to expand into certain new collectibles areas.

Regulatory Matters

         Regulation  of  the  auction  business  varies  from   jurisdiction  to
jurisdiction.  In New York City, where some of the Company's auctions were held,
the New York City Department of Consumer Affairs licenses individual auctioneers
and  administers  a body of  regulations  that  governs  the conduct of auctions
occurring  within  New York  City.  The  Company  has on  staff a New York  City
licensed auctioneer who conducts most of the Company's auctions, 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.

Competition

         The world  philatelic  market,  the sports trading card and memorabilia
market and the rare documents market are highly competitive. 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, Robert A.
Siegel,  Philatelists  on Line and eBay.  With respect to the  Company's  sports
trading card and sports  memorabilia  auction  business,  the Company's  primary
competitors are Lelands,  Mastro Auctions,  Sotheby's,  Collector's Universe and
eBay.  With respect to the Company's  coin  operations,  the  Company's  primary
competitors are Heritage,  Stacks, Collector's Universe, Bower's and Merena, and
Superior.  With  respect to the  Company's  Hollywood  Rock `n Roll  Memorabilia
business,  the Company's  primary  competitors  are  Butterfield &  Butterfield,
Sotheby's and Christies.  With respect to the Company's Comic Book business, the
Company's primary  competitor is Sotheby's.  With respect to the Company's Movie
Poster business, the Company's primary competitors are Howard Lowery,  Skinners,
Butterfield & Butterfield, Sotheby's and Vintage Poster Auctions.

Employees

         The  Company  presently  has  75  full-time  employees,  including  its
President,  Chief Executive  Officer and Chairman of the Board, Greg Manning and
Chief Financial  Officer,  James A. Smith. The Company also employs David Graham
as a Senior Vice  President  and James  Reiman as  Executive  Vice  President of
e-Commerce Strategic Development.  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 May 31, 2000 (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  $116,000. The Company also leases approximately 7,300 square feet
of office space for it's Teletrade subsidiary in Kingston, New York at an annual
rental of approximately $85,500.


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

                                       11

<PAGE>

         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.


                                    PART II.
Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         In May 1993,  the Company  completed  a public  offering  (the  "Public
Offering") of 747,500 units of its  securities  (the "Units") at $6.25 per Unit.
Each Unit consists of two shares of the Company's  Common Stock and two callable
common stock purchase  warrants,  each of which initially entitled the holder to
purchase one share of common stock at an exercise price of $3.4375 per share. At
June 30, 1998, none of these warrants had been exercised. In connection with the
Public  Offering,  the Company issued to the  underwriters in such offering unit
purchase  warrants,  each of which  initially  entitled  the holder to purchase,
through May 13, 1998,  one Unit (each  consisting  of two shares of Common Stock
and two  Underwriters'  Warrants at an exercise price of $10.31 per Unit. All of
the warrants  referred to above  expired on May 13, 1998.  None of such warrants
had been exercised.

         The  Company's  Common  Stock is listed on the  Boston  Stock  Exchange
("BSE") under the symbols  "GGM",  and is quoted on the Nasdaq  SmallCap  System
("NASDAQ")  under the symbol "GMAI".  Prior to May 19, 1993, there was no public
market for the  Company's  securities.  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 2,953 at July 26, 1999.

         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, 1998 and 1999 are shown in the
following schedule:

                                       For the years ended June 30,
                               --------------------------------------------
                                    1998                    1999
                               ----------------       --------------------
             (Quarter)           High       Low           High        Low
             ---------           ----       ---           ----        ---
             First             $ 2.438   $ 1.844        $ 2.406    $ 1.500
             Second            $ 2.313   $ 1.188       $ 21.750    $ 1.625
             Third             $ 1.844   $ 1.125       $ 14.500    $ 7.500
             Fourth            $ 2.125   $ 1.188       $ 22.000    $ 9.250


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

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

General
        The Company's  aggregate  sales are generated by the sale of property at
auction  (the primary  method of selling  utilized by the  Company),  by private
treaty and by sale of the Company's inventory.  The following table displays the
aggregate  sales for the Company for the years ended June 30, 1998 and 1999, and
shows the comparisons for the respective years subdivided by source and market:
<TABLE>
<CAPTION>

                                                     For the years ended June 30,        Percentages
                                                 ------------------------------------
                                                       1998            1999            1998       1999
                                                 --------------   --------------      ------      -----
<S>                                              <C>               <C>                <C>         <C>
   Aggregate Sales                              $   22,487,908    $   39,602,859       100%        100%
                                                 ============     ==============       ====        ====
              By source:
                 A. Auction                     $   16,343,918    $   29,736,965        73%         75%
                 B. Sales of inventory               6,143,990         9,865,894        27%         25%

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

              By market:
                 A. Philatelics                 $   21,685,478    $  18,500,985         96%         47%
                 B. Sports Collectibles                588,148        7,247,777          3%         18%

                 C. Numismatics                                      11,393,167                     29%
                 D. Diamond                                             422,041                      1%

                 E. Art                                               1,358,898                      3%
                 F. Other collectibles                 214,282          679,991          1%          2%
</TABLE>

                                       12

<PAGE>

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

        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.

Year ended June 30, 1999 compared with Year ended June 30, 1998
         Revenues:  For  the  year  ended  June  30,  1999,  operating  revenues
increased  $6,108,954 (70%) to $14,799,375 compared with $8,690,421 for the year
ended June 30, 1998.  This  increase is largely  attributable  to an increase in
sales of  Company-owned  inventory of $3,721,904  and an increase in commissions
earned of $2,387,050.  The primary reason for these increases was an increase in
private  treaty  sales  of  stamps  ($1,443,900)  and art  ($1,361,199)  and the
inclusion of eight months of  Teletrade  activity  which was not included in the
prior year.

        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 margins on the sales of Company-owned  inventory increased by 78%,
from $1,575,000 for the year ended June 30,1998 to $2,797,000 for the year ended
June 30,  1998.  This  increase of $  1,222,000  was mainly  attributable  to an
increase in  non-auction  philatelic  sales  which  increased  gross  margins by
$347,000, and non-auction art sales which increased gross margins by $978,000 in
the year ended June 30, 1999 over the previous year.

        Operating   Expenses:   The  Company's   aggregate  operating  expenses,
exclusive of cost of merchandise  sold, for the year ended June 30, 1999 totaled
$8,342,000   compared  with  $4,847,000  for  the  year  ended  June  30,  1998,
representing  an increase of $3,495,000 (or 72%). Of this  increase,  $1,852,000
(53%) was  attributable  to the inclusion of  Teletrade,  which was not included
last year. The primary changes in the operating expenses for the year ended June
30,  1999 from the prior year were  increases  in  marketing  costs of  $971,000
(166%),  depreciation and amortization of $871,000 (277%) and salaries and wages
of  $1,151,000  (69%).  The increase in overall  costs in  combination  with the
revenue  increases  had the  effect of keeping  operating  costs as a percent of
operating revenue at 56% during the years ended June 30, 1998 and 1999.

        Interest income and expense:  Interest expense increased  $111,000 (18%)
to $721,000 for the year ended June 30, 1999 as compared to that of the previous
year.  This  increase  was  attributable  to higher  average  borrowings  caused
primarily by the financing of the Teletrade  acquisition,  an increased level of
advances to consignors and increased  borrowings for inventory  purchases during
the most recent year.  Interest income  decreased during the year ended June 30,
1999 by  approximately  $12,000.  This was  caused by an  overall  reduction  in
interest  rates  charged  to  advances  to  consignors  in  return  for a larger
commission on the sale of their consignments.

        Provision  for  Income  Taxes:  For the year ended  June 30,  1999,  the
Company  recorded an income  provision of $456,000  compared to a tax benefit of
$55,000 for the preceding year.

                                       13

<PAGE>

        Net Income : The Company recorded net income for the year ended June 30,
1999 of $581,000 compared to a net loss of $ 232,000 for the year ended June 30,
1998,  reflecting  an increase of $813,000  during this period.  The increase in
operating  income of $114,000 during the year ended June 30, 1999,  coupled with
an increase in the gain on sale of marketable  securities  of $1,351,000  and an
increase in the provision for income taxes of $511,000  compared to the previous
year were the main contributors to the change in earnings.

Year 2000 Compliance

        Many currently  installed computer systems,  software products and other
equipment  utilizing  microprocessors are coded to accept only two digit entries
in the date code  field.  These date code  fields will need to accept four digit
entries to distinguish  twenty-first century dates from twentieth century dates.
This is commonly referred to as the "Year 2000 issue".

        The Company is aware of the Year 2000 issue and has  commenced a program
to identify,  remediate,  test and develop  contingency  plans for the Year 2000
issue (the "Y2K Program"),  which was  substantially  completed by the summer of
1999. The Company has retained a consultant who will assist in the management of
the Y2K  Program as it  relates  to (1) the  software  and  systems  used in the
Company's  internal  business;  and (2) third party vendors,  manufacturers  and
suppliers.  The Company  currently does not anticipate  that the cost of the Y2K
Program will be material to its  financial  condition or results of  operations.
Nevertheless, satisfactorily addressing the Year 2000 issue is dependent on many
factors,  some of which are not completely within the Company's control.  Should
the  Company's  internal  systems  or  the  internal  systems  of  one  or  more
significant  vendor  or  supplier  fail to  achieve  Year 2000  compliance,  the
Company's business and its results of operations could be adversely affected.

        The foregoing  statements  are forward  looking.  The  Company's  actual
results could differ.

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 its European  financial  and cash  management
operations affected by the euro conversion have adequately been prepared for its
introduction.  For the  transition  period and the period after January 1, 2002,
the  Company has  established  an internal  group of  management  to analyze the
potential business implications of converting to a common currency.  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.

Future Impact of Recently Issued Accounting Standards

        In June 1998, the Financial  Accounting Standards Board issued Statement
of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging  Activities"  which is required to be adopted for fiscal
quarters of fiscal years  beginning  after June 15, 2000. The Company expects to
adopt SFAS No. 133 effective July 1, 2000. SFAS No. 133  establishes  accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. The Company
is currently evaluating the impact that the adoption of this statement will have
on its financial position and results of operations.

Liquidity and Capital Resources

        The Company  experienced a negative cash flow from operating  activities
of $ 3,482,000  for the year ended June 30, 1999 as compared to a positive  cash
flow of $ 2,168,000 for fiscal 1998, a decrease of $ 5,650,000. This decrease in
cash flow for the year  ended June 30,  1999 was  primarily  attributable  to an
increase in inventory and advances to consignors  of  approximately  $ 4,947,000
and a decrease in payables to third party  consignors  of $ 3,136,136  which was
partly  offset  by  decreases  in  accounts  payable  and  accrued  expenses  of
approximately $ 1,965,000.

                                       14

<PAGE>

        The  Company had a negative  cash flow from  investing  activities  of $
1,718,000  for the year ended June 30, 1999 as compared to a positive  cash flow
of $ 657,000 for the previous year, a decrease of $ 2,375,000. The negative cash
flow for the  year  ended  June  30,  1999  was  primarily  attributable  to the
acquisition  of Teletrade and the investment in  GMAI-Asia.com  which was partly
offset by the sale of PICK stock.

        During the year ended June 30, 1999, the Company  borrowed an additional
$ 1,500,000 from Brown Brothers Harriman & Co. ("Brown Brothers") in the form of
a term loan,  payable in quarterly  installments of $150,000  beginning June 30,
2000 and  ending on  September  30,  2002,  the  proceeds  of which were used to
purchase the stock of Teletrade.  During this same period, the Company increased
its  borrowings  under its revolving  credit  facility by $ 237,000,  paid other
demand  notes in the amount of $  738,000,  and paid down on its term loans by $
75,000.  These amounts were offset by the exercise of employee stock options and
the sale of the Company's Common Stock totaling $4,392,000.  This provided for a
net  increase in cash  provided  by  financing  activities  of  approximately  $
5,010,000.

        The revolving  credit  agreement with Brown Brothers was entered into in
May 1995, as  subsequently  amended in February 1998 and June 1999, and provides
for a credit  facility for working  capital  purposes in an aggregate  amount of
$6,750,000.  Borrowings  under this  facility  are based on a formula of account
receivables,  inventory and consignor advances.  This credit facility is used to
fund cash  advances and  inventory  purchases  as well as to provide  additional
liquidity  using  the  Company's   auction   receivables  and  other  assets  as
collateral.  At  June  30,  1999,  borrowings  under  this  facility  aggregated
$3,702,000 and are payable on demand. On June 29, 1995, the Company entered into
a five year term agreement for $375,000 ($ 87,500 balance at June 30, 1999) with
Brown  Brothers,  the proceeds which were used to fund expenses  relating to the
Company's move to and  refurbishment  of its current West  Caldwell,  New Jersey
location.

        The loan  agreements with Brown Brothers  contain various  financial and
operating  guidelines  to which the Company  must adhere and which,  among other
things,  prohibit payment of dividends or like distributions without the consent
of Brown  Brothers.  Brown Brothers has agreed that,  absent a material  adverse
change (as  determined by Brown  Brothers) or event of default,  it will provide
the Company  with a 120-day  notification  period  prior to issuing a demand for
repayment,  provided  that the Company is in  compliance  with such  guidelines.
Brown  Brothers has advised the Company  that,  because the facility is a demand
credit facility  rather than a  contractually  committed  credit  facility,  the
failure of the  Company to be in  compliance  with such  guidelines  is not,  in
itself, an event of default,  and that the only consequence of its failure to be
in such  compliance  is that Brown  Brothers  has the right to demand  immediate
repayment of all amounts  outstanding  without the otherwise  applicable 120-day
advance notice period.  As of June 30, 1999, the Company was in compliance  with
all guidelines.

        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,  1998 and 1999,  the  Company's  expense
relating to bad debt was approximately  $240,000 and $86,000 respectively.  Over
the past ten years the  Company's  history of bad debts has been less than 2% of
aggregate  sales.  For the years ended June 30, 1998 and 1999 these  amounted to
1.07% and 0.22% respectively, of aggregate sales.

        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.

        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

                                       15

<PAGE>

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.

        The Company has  developed  both a customer and  supplier  base of major
stamp dealers and  collectors  throughout  the world that services the Company's
stamp  operations,  which is the core the Company's  business.  Although intense
competition  exists for the  acquisition  of quality  properties for purchase or
consignment from estates and private  collectors,  the Company believes that the
short-term  and  long-term  availability  of these  items  will  continue  to be
sufficient  to augment  the core  dealer-based  business.  While there can be no
assurance that prices of and demand for the collectibles  offered by the Company
will not decrease in the future,  demand has  traditionally  not been  adversely
affected by negative  economic  conditions.  Because the Company has observed an
increase in the general market for sports trading cards and sports  memorabilia,
it has moderately  expanded its operations in this area. The sports collectibles
market is, however, more volatile than the stamp market.

        However,  the  Company's  need for  liquidity  and  working  capital may
increase as a result of its potential 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 will
require  additional working capital in the future in order to further expand its
sports  trading  card  and  sports  memorabilia  auction  business,  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 complete any of the Company's proposed  expansion  activities or to
make any significant acquisitions, the Company will consider exploring financing
alternatives  including  increasing  its working  capital  credit  facilities or
raising additional debt or equity capital.

Inflation

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

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:

          (9)  The  business  of the  Company is  substantially  dependent  upon
               obtaining collectibles on consignment for sale at auction, and to
               a  lesser   extent  the   ability  of  the  Company  to  purchase
               collectibles  outright  for sale at auction.  At times there is a
               limited supply of collectibles available for sale by the Company,
               and such  supply  varies  from time to time.  While  the  Company
               generally  has not  experienced a lack of  collectibles  that has
               prevented it from conducting  appropriately  sized auctions on an
               acceptable  schedule,  no assurance can be given that the

                                       16

<PAGE>

               Company  will  be  able  to  obtain   consignments   of  suitable
               quantities of  collectibles  in order to conduct  auctions of the
               size, and at the times, the Company may desire in the future. The
               Company's inability to do so would have a material adverse effect
               on the Company.

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

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

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

          (9)  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.

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

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

        -The Company's  operations  may be adversely  affected by the passage of
        laws or regulations  affecting Internet  commerce.  (including sales tax
        regulations)

                                       17

<PAGE>

Item 7. FINANCIAL STATEMENTS

        The  Financial  Statements  of the Company,  together with the report of
independent accountants thereon, are presented under this Item 7:

                                      INDEX
                                                                          Page
                                                                         Number
                                                                         ------

Report of Independent Accountants . . . . . . . . . . . . . . . . . . .     19

Report of Management. . . . . . . . . . . . . . . . . . . . . . . . . .     20

Consolidated Balance Sheet - June 30, 1999  . . . . . . . . . . . . . .     21

Consolidated Statements Of Operations - Years ended June 30, 1998 and
June 30, 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     22

Consolidated Statement of Stockholders' Equity--Years ended June 30,
1998 and June 30, 1999  . . . . . . . . . . . . . . . . . . . . . . . .     23

Consolidated Statements of Cash Flows - Years ended June 30, 1998 and
June 30, 1999   . . . . . . . . . . . . . . . . . . . . . . . .. . . . .    24

Consolidated Statements of Comprehensive Income--Years ended
June 30, 1998 and June 30, 1999  . . . . . . . . . . . . . . . . . . . .    25

Notes to Consolidated Financial Statements .  . .  . . . . . . . . . . .    26

                                       18

<PAGE>

                        Report of Independent Accountants


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


We have  audited the  accompanying  consolidated  balance  sheet of Greg Manning
Auctions,   Inc.  and  Subsidiaries  as  of  June  30,  1999,  and  the  related
consolidated  statements of  operations,  stockholders'  equity,  cash flows and
comprehensive income for the years ended June 30, 1998 and 1999. 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  generally   accepted  auditing
standards. 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,  1999,  and the results of
their operations and their cash flows for the years ended June 30, 1998 and 1999
in conformity with generally accepted accounting principles.

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

September  23, 1999
Edison, New Jersey

                                       19

<PAGE>

Greg Manning Auctions, Inc.
775 Passaic Avenue
West Caldwell, New Jersey 07006

September 23, 1999

REPORT OF MANAGEMENT

The Company's  consolidated  financial  statements  were prepared by management.
Which  is  responsible  for  their  integrity  and  objectivity.  The  financial
statements have been prepared in accordance with generally  accepted  accounting
principles and, as such,  include  amounts based on management's  best estimates
and judgements.

Management is further  responsible for maintaining a system of internal  control
structure and related  policies and  procedures  designed to provide  reasonable
assurance that assets are adequately safeguarded and that the accounting records
reflect transactions executed in accordance with management's authorization.


                  /s/  Greg Manning                  /s/  James Smith
                  Chairman, President and            Chief Financial Officer
                  Chief Executive Officer

                                       20

<PAGE>

                           GREG MANNING AUCTIONS, INC.
                           Consolidated Balance Sheet
                                  June 30, 1999

                                     Assets
Current Assets
      Cash and cash equivalents                                        $413,633
      Accounts receivable
            Auctions receivable                                       6,559,599
            Auctions receivable - related party                         850,000
            Advances to consignors                                    3,037,476
      Stock subscriptions receivable - related party                  3,000,000
      Inventory                                                       6,176,128
      Deferred tax asset                                                339,000
      Prepaid expenses and deposits                                     442,071
                                                                  --------------
                Total current assets                                 20,817,907

Property and equipment, net                                             691,885
Goodwill (net)                                                        4,505,106
Customer Lists (net)                                                    351,667
Trademarks (net)                                                      2,900,000
Investment in joint venture                                             520,194
Other non-current assets
      Deferred tax asset                                                823,000
      Inventory                                                         900,000
      Advances to consignors                                            699,218
      Other                                                             376,936
                                                                  --------------
            Total assets                                           $ 32,585,913
                                                                  ==============

                      Liabilities and Stockholders' Equity
Current liabilities:
      Demand notes payable                                           $3,702,000
      Notes payable                                                   1,213,859
      Notes payable to shareholders
      Payable to third party consignors                               3,281,384
      Accounts payable                                                1,835,516
      Income taxes payable                                              683,405
      Accrued expenses                                                1,783,497
                                                                  -------------
            Total current liabilities                                12,499,661
Notes payable - long term                                             1,605,325
                                                                  -------------
            Total liabilities                                        14,104,986

Preferred stock, $.01 par value. Authorized
      10,000,000 shares; none issued.                                        0
Common stock, $.01 par value. Authorized
      20,000,000 shares; 6,495,622 issued and outstanding                67,810
Additional paid in capital                                           17,179,143
Retained earnings                                                     1,233,974
                                                                  -------------
      Total stockholders' equity                                     18,480,927
                                                                  -------------
      Total liabilities and stockholders' equity                    $32,585,913
                                                                  =============
                 See accompanying notes to financial statements

                                       21

<PAGE>
<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
                      Consolidated Statements of Operations

                                                                       Years ended June 30,
                                                                --------------------------------
                                                                    1998               1999
                                                                ---------------- ---------------
Operating Revenues
<S>                                                              <C>                <C>
      Sales of merchandise                                       $ 6,143,990        $ 9,865,894
      Commissions earned                                           2,546,431          4,933,481
                                                                -------------       -----------
                                                                   8,690,421         14,799,375

Operating Expenses
      Cost of merchandise sold                                     4,568,670          7,069,174
      General and administrative                                   4,266,507          6,785,720
      Marketing                                                      580,999          1,556,206
                                                                -------------       -----------
          Operating loss                                           (725,755)          (611,725)

Other income (expense)
      Gain on sale of marketable securities                          672,452          2,023,206
      Interest income                                                376,932            365,315
      Interest expense                                             (610,181)          (720,712)
      Loss from operations of joint venture                                            (19,430)
                                                                -------------       -----------
          Income (loss) before income taxes                        (286,552)          1,036,654

Provision for (benefit from) income taxes                           (55,000)            456,000
                                                                -------------       ------------
      Net Income (loss)                                         $  (231,552)        $   580,654
                                                                =============       ============

Basic Earnings (loss) per share
      Weighted average shares outstanding                         4,419,997           5,601,251
                                                                =============         ==========
      Basic earnings (loss) per share                                 $0.05               $0.10
                                                                      =====               =====

Diluted Earnings (loss) per share
      Weighted average shares outstanding                         4,419,997           6,044,608
                                                                  =========           =========
      Diluted earnings (loss) per share                               $0.05               $0.10
                                                                      =====               =====
                 See accompanying notes to financial statements
</TABLE>

                                       22

<PAGE>
<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
                 Consolidated Statement of Stockholders' Equity
                       Years ended June 30, 1998 and 1999

                                                                                  Accumulated
                                            Common Stock          Additional         Other                          Total
                                        Number of      Par          Paid-in       Comprehensive    Retained     Stockholder'
                                         Shares       Value         Capital          Income        Earnings        Equity
                                         ------       -----         -------          ------        --------        ------
<S>                                   <C>          <C>           <C>             <C>              <C>            <C>
 Balance June 30, 1997                4,419,997     $ 44,200     $ 6,819,690     $  (13,400)      $ 884,872      $7,735,362

 Unrealized gain on marketable
   securities                                                                        31,896                         31,896

 Net loss June 30, 1998                                                                            (231,552)      (231,552)
                                     ----------     --------     -----------     ----------       ----------    -----------
 Balance June 30, 1998                4,419,997       44,200       6,819,690        18,496          653,320      7,535,706

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

 Income Tax Benefit from
   exercise of stock options                                         690,673                                       690,673

 Options issued relating to loan                                     200,000                                       200,000

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

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

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

Common Shares sold for cash             790,250       10,757       6,489,243                                     6,500,000

 Common Shares issued relating  to
Acquisition  of subsidiary              750,000        7,500       1,867,500                                     1,875,000

 Net income June 30, 1999                                                                          580,654         580,654
                                     ----------     --------    ------------    ----------      -----------   ------------
  Balance June 30, 1999               6,495,622     $ 67,810    $ 17,179,143    $        -      $1,233,974    $ 18,480,927
                                     ==========     ========    ============    ==========      ===========   ============
</TABLE>

                 See accompanying notes to financial statements

                                       23

<PAGE>
<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
                      Consolidated Statements of Cash Flows

                                                                             Years ended
                                                                               June 30,
                                                                   --------------------------------
                                                                         1998              1999
                                                                   --------------     -------------
Cash flows from operating activities :
<S>                                                                    <C>                 <C>
     Net Income (loss)                                                 ($231,552)         $580,654
     Adjustments to reconcile net income to net cash
     from operating activities:
         Depreciation and amortization                                   370,334           771,714
         Provision for bad debts                                         239,750           (91,974)
         Gain on sale of marketable securities                          (672,452)       (2,023,206)
         Deferred tax expense (benefit)                                   56,000          (278,300)
         (Increase) decrease in assets:
             Auctions receivable                                       2,393,837           916,553
             Advances to consignors                                    3,939,372          (813,891)
             Inventory                                                   317,224        (4,133,191)
             Income taxes receivable                                   (111,000)           111,000
             Prepaid expenses and deposits                                56,669           (99,747)
             Other assets                                               (294,580)        2,065,637
         Increase (decrease) in liabilities:
             Payable to third-party consignors                       (2,772,772)        (3,136,415)
             Accounts payable                                        (1,240,069)         1,168,293
             Accrued expenses and other liabilities                     117,337            797,286
             Income taxes payable                                                          683,405
                                                                   --------------   ---------------
                                                                      2,168,098         (3,482,182)
                                                                   --------------   ---------------
Cash flows from investing activities:
     Capital expenditures for property and equipment                    (62,010)         (280,274)
     Additional goodwill                                                (53,403)          (65,883)
     Purchase of Customer list                                                           (100,000)
     Acquisition of Subsidiary                                                         (3,270,040)
     Investment in joint venture                                                         (361,041)
     Proceeds from sale of marketable securities                         772,408        2,359,726
                                                                   --------------   ---------------
                                                                         656,995       (1,717,512)
                                                                   --------------   ---------------
Cash flows from financing activities:
     Net proceeds from (repayment of) demand notes payable            (1,535,000)        (501,000)
     Repayment of loans payable                                         (659,684)        (381,693)
     Proceeds from notes payable                                         738,000        1,500,000
     Repayment of term notes payable                                  (1,400,000)
     Proceeds from exercise of options                                                    892,390
     Proceeds from sale of common stock                                                 3,500,000
                                                                   --------------   ---------------
                                                                      (2,856,684)       5,009,697
                                                                   --------------   ---------------
Net change in cash and cash equivalents                                  (31,591)        (189,997)
Cash and cash equivalents at beginning of period                         635,221          603,630
                                                                   ==============   ===============
Cash and cash equivalents at end of period                              $603,630         $413,633
                                                                   ==============   ===============
</TABLE>

                                       24

<PAGE>
<TABLE>
<CAPTION>

                           Greg Manning Auctions, Inc.
                       Statements of Comprehensive Income

                                                                 For the years ended
                                                         June 30, 1998          June 30, 1999
                                                       ------------------     ----------------

<S>                                                         <C>                  <C>
      Net Income (loss)                                     $  (231,552)         $  580,654

      Other comprehensive income (loss)
           Unrealized gains on securities, net of
           taxes of approximately $290,000 and
           $797,000                                             435,367           1,195,428

           Less: reclassification adjustment for
           gains included in net income, net of
           taxes of approximately $268,000 and
           $809,000                                            (403,471)         (1,213,924)
                                                            ------------        ------------
      Comprehensive income (loss)                           $  (199,656)         $  562,158
                                                            ============        ============
</TABLE>

                 See accompanying notes to financial statements

                                       25

<PAGE>

                           GREG MANNING AUCTIONS, INC.
                   Notes to Consolidated Financial Statements
                             June 30, 1998 and 1999


(9) Nature of Business and Summary of Significant Accounting Policies

                Greg Manning Auctions,  Inc. and its wholly-owned  subsidiaries,
Ivy and Mader  Philatelic  Auctions,  Inc.,  Greg  Manning  Galleries,  Inc. and
Teletrade  Inc. (the  "Company")  is in the business of conducting  auctions and
private sales of collectibles,  including stamps,  stamp collections and stocks,
as  well  as  other  collectibles  such  as  sports  trading  cards  and  sports
memorabilia,  coins,  diamonds,  comic books,  and  Hollywood  and Rock and Roll
memorabilia.

                In   addition,   the   Company   maintains   a  joint   venture,
GMAI-Asia.com with New On-Line Group, Inc., formed to conduct retail and auction
sales primarily over the Internet in Asia,  particularly  in China.  The Company
has a 50%  interest  in  GMAI-Asia.com.  Subsequently,  on March 31,  1999,  the
GMAI-Asia.com  entered into an agreement  with Afinsa  Bienes  Tangibles,  S.A.,
("Afinsa") a 16%  shareholder of the Company,  to purchase a 15% interest in the
joint  venture  which  will  reduce  the  Company's  investment  to  42.5%  upon
finalization  of the agreement.  GMAI-Asia.com  is being accounted for under the
Equity method of accounting.

Revenue Recognition
                Revenue  is  recognized  when the  collectibles  are sold 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.

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

                The Company also sells its own  inventory at auction,  wholesale
and retail.  Revenue with respect to  inventory  at auction is  recognized  when
sold, and for wholesale or retail sales, revenue is recognized when delivered or
released to the customer or to a common carrier for delivery.

                The Company does not provide any  guarantee  with respect to the
authenticity  of  property  offered  for  sale at  auction.  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.

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

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

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;

                                       26

<PAGE>

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).  The Company  evaluates
each  customer's  credit  worthiness  on a case by case basis;  generally  these
customers  are  professional  dealers or other  individuals  who have  purchased
property at the Company's  auctions or whose  reputation  within the industry is
known  and  respected  by  the  Company.   These  significant   receivables  are
collateralized by certain assets held by the Company.

Cash Equivalents
                The  Company  considers  all  highly  liquid   investments  with
original maturities of three months or less to be cash equivalents.

                Inventory The Company  periodically reviews the age and turnover
of its inventory to determine  whether any inventory has become  obsolete or has
declined in value and incurs a charge to  operations  for known and  anticipated
inventory  obsolescence.  The Company has not incurred  any material  charges to
operations for inventory  obsolescence.  Inventories  are stated at the lower of
cost or market. Cost is determined by specific identification.

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.  The cost of repairs
and maintenance is charged to operations as incurred.

Intangible Assets
         Goodwill
                Goodwill  primarily includes the excess purchase price paid over
the fair value of the net assets  acquired.  Goodwill  is being  amortized  on a
straight-line  basis  over  twenty  to  twenty  five  years.  Total  accumulated
amortization at June 30, 1998 and 1999 was approximately  $346,000 and $540,000,
respectively.  Amortization of goodwill was  approximately  $92,000 and $194,000
for the years ended June 30, 1998 and 1999, respectively.  The recoverability of
goodwill is  evaluated  at each  balance  sheet date as events or  circumstances
indicate a possible inability to recover their carrying amount.  This evaluation
is based on historical and projected  results of operations and gross cash flows
for the underlying businesses.

         Trademarks and Customer List
                Part of the  purchase  price  for  Teletrade  was  allocated  to
Trademarks and Customer List. These are being amortized on a straight-line basis
over a 20-year  period for  Trademarks  and a 5-year  period for Customer  List.
Total  accumulated  amortization  at June 30, 1999 was  approximately  $148,000.
Amortization  expense charged to operations for the year ended June 30, 1999 was
approximately $ 148,000.

Investments
                The Company accounts for marketable  securities  pursuant to the
Statement of Financial  Accounting  Standards  (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

                                       27

<PAGE>

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.

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,  1999  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,  1999  based upon
quoted market prices for the same or similar instruments.

Stock-Based Compensation
                The Company accounts for stock-based  compensation in accordance
with Financial  Accounting  Standards Board's Statement of Financial  Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), which
establishes   financial  accounting  and  reporting  standards  for  stock-based
compensation  plans.  As  allowed  undsr  SFAS 123,  the  Company  accounts  for
stock-based   compensation  using  the  intrinsic  value  method  prescribed  in
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees,"  and related  interpretations.  Accordingly,  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 Proforma effects on net income required by SFAS 123 are
diisclosed in Note 17.

Marketing Costs
                Advertising  and catalogue  costs are the only costs included in
marketing costs under the direct-response  advertising  method.  These costs 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  expense was approximately  $241,000 and $1,556,000 for 1998
and 1999, respectively.

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

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

Comprehensive income
                Effective  July 1, 1998,  the Company  adopted the provisions of
SFAS  No.  130,  "Reporting  Comprehensive  Income."  SFAS No.  130  establishes
standards for reporting and display of  comprehensive  income and its components
in a full set of general  purpose  financial  statements.  The  objective of the
Statement is to report a measure of all changes in equity of an enterprise  that
result from  transactions  and other  economic  events of the period  other than
transactions with owners ("Comprehensive  income").  Comprehensive income is the
total of net income and all other nonowner changes in equity

(2) Acquisition of Subsidiary

                   On October 29, 1998,  the Company  completed the  acquisition
(the  "Acquisition")  of all of the common stock of  Teletrade,  Inc.  from Leon
Liebman, Richard Makely and Bernard Rome. The purchase price for the Acquisition
was $5,895,040 consisting of $1,875,000 in securities of the Company, $3,000,000
in cash,

                                       28

<PAGE>

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

(3) Significant transactions

                During the year ended June 30,  1999,  three  customers in three
separate transactions purchased certain inventory for an aggregate selling price
of $2,887,000, which includes $850,000 from a related party (see Note 12), which
increased  operating  profit by $1,394,000.  Included in accounts  receivable at
June 30, 1999, is $2,737,000 from these customers. One of these accounts, valued
at $1,620,000 is collateralized by certain assets.

(4) Concentration of cash

                   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.

 (5) Receivables

                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,  1999,  the  allowance  for  doubtful  accounts
included in auction receivables was approximately $162,000.

(6) Stock subscriptions receivable

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

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

(7) Inventories

                               Current        Non-current         Total
                           --------------    ------------      -----------
     Stamps                  $ 3,014,679           $   -       $ 3,014,679
     Sports cards and
      sports memorabilia         791,600
                                                       -           791,600
     Coins                       920,632
                                                                   920,632
     Art                         323,994
                                                                   323,994
     Other collectibles        1,125,223         900,000         2,025,223
                           --------------   -------------     ------------
                             $ 6,176,128        $900,000       $ 7,076,128
                           =============    =============     ============

The non-current inventory represents an estimate of total inventory which is not
expected to be sold within one year.

                                       29

<PAGE>

 (8) Property and Equipment, net
                                                                 Estimated
                                                               Useful Lives
                                                           ---------------------
 Equipment                                   $ 1,154,215         3-5 years
 Furniture and fixtures                          261,457         3-5 years
 Vehicles                                        122,000         3-5 years
 Property under capital leases                   258,651         3-5 years
   (computers and office equipment)
 Leasehold improvements                          428,234          5 years
                                            ------------
                                               2,224,557
 Less accumulated depreciation
   and amortization                            1,532,672
                                            ============
 Net property and equipment                   $  691,885
                                            ============


                Depreciation and  amortization  expense for the years ended June
30, 1998 and 1999 was approximately $282,000 and $356,000,  respectively.  These
amounts include amortization of assets under capitalized leases of approximately
$34,000 and $11,000 for the years ended June 30, 1998 and 1999, respectively.

 (9) Income Taxes

                Deferred  tax  attributes  resulting  from  differences  between
financial accounting amounts and tax basis of assets and liabilities at June 30,
1999 are as follows:
            Current assets and liabilities
                   Allowance for doubtful accounts                   $   63,000
                   Inventory uniform capitalization                     113,000
                   Inventory valuation reserve                          151,000
                   Other                                                 38,000
                                                                         ------
            Sub-total                                                   365,000
                   Valuation allowance, provision for
                   income taxes                                         (26,000)
                                                                    ------------
            Net current deferred tax asset                             $339,000

              Noncurrent assets and liabilities
                  Goodwill                                           $
                                                                        (40,000)
                  Depreciation                                          138,000
                  Net federal and state operating loss carryforward     915,000
              Sub-total                                               1,013,000
                  Valuation allowance, provision for income taxes       (25,000)
                  Valuation allowance, equity
                                                                       (165,000)
              Net noncurrent deferred tax asset                        $823,000

The  valuation  allowances  consist of net  operating  loss  carryforwards.  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".  The Company  believes  uncertainty  exists  regarding  the
realizability  of these items,  and  accordingly,  has  established  a valuation
allowance.

                                       30

<PAGE>

The  provision  for  (benefit  from)  income  taxes for the years ending June 30
consist of the following:
                                                   Years ended June 30,
                                           ------------------------------------
                                                  1998              1999
                                           ----------------    ----------------
    Current tax expense (benefit)              $ (111,000)        $ 759,000
    Deferred tax benefit                                           (278,000)
                                                  (20,000)
    Net Change in valuation allowance                               (25,000)
                                                    76,000
                                              ------------
                                               $   (55,000)       $ 456,000
                                              =============       ==========

The current tax expense  has been  reduced by  approximately  $25,000 due to the
utilization of state net operating losses.

The actual  current  tax  liability  for the year  ended June 30,  1999 has been
reduced by approximately $759,000 and is included in Additional Paid-In Capital.

The effective tax rate varied from the statutory rate as follows:
                                                  Years ended June 30,
                                               -------------------------
                                                  1998           1999
                                               ---------       ---------
    Statutory Federal income tax rate             (34%)           34%
    State income taxes, net of federal benefit      0%            6%
    Certain non-deductible expenses                14%            7%
    Other                                           1%           (3%)
                                               ----------      ---------
                                                   19%           44%
                                               ==========      =========

The Company has a federal  net  operating  loss  carryforward  of  approximately
$2,630,000 which expires in fiscal year ended 2019.

The Company  has net  operating  loss  carryforwards  for state tax  purposes of
approximately $3,875,000 expiring at various times from fiscal years ending 2002
through 2006.

 (10) Marketable Securities

           As of June 30, 1999,  the Company  owned 0.16% or 7,000 common shares
of PICK Communications (after taking into consideration a 1 for 10 reverse stock
split as of July 6, 1999), which approximates $11,000. PICK is primarily engaged
in the business of issuing prepaid  telephone cards.  During the year ended June
30,  1999,  the  Company  sold  2,312,289  shares  of  PICK  for   approximately
$2,162,000,  resulting in a pretax gain on the sale of marketable  securities of
approximately $ 2,028,000.

(11) Leases
                The Company  conducts its business on premises leased in various
locations  under leases that expire through the year 2004. The Company  utilizes
property and equipment under both operating and capital  leases.  Future minimum
lease  payments  under  noncancelable  leases in effect at June 30, 1999 are set
forth below:
                            Operating        Capital        Total
                      --------------------------------------------------
     2000                  $ 289,000        $ 36,000      $ 325,000
     2001                    186,000          19,000        205,000
     2002                     56,000          15,000         71,000
     2003                      5,000          17,000         22,000
     2004                          0          13,000         13,000
                      --------------------------------------------------
Total future minimum
lease payments             $ 536,000       $ 100,000      $ 636,000
                           =========       =========      =========

                                       31

<PAGE>

                Rent  expense was  approximately  $340,000 and $171,000 for 1998
and 1999, respectively.

                Interest  expense  associated  with  these  capital  leases  was
approximately $19,000 and $17,000, for fiscal years 1998 and 1999, respectively.

 (12) Related-party Transactions

                The Company accepts rare stamps and other  collectibles for sale
at auction on a consignment  basis from  Collectibles  Realty  Management,  Inc.
("CRM"). Such stamps and collectibles have been auctioned by the Company or sold
at  private  treaty  under  substantially  the  same  terms as for  third  party
customers.  The  Company  charges  CRM a  seller's  commission.  In the  case of
auction,  the hammer price of the sale,  less the seller's  commission (for lots
valued at under $100,000;  no seller's  commission is payable for lots valued at
over $100,000),  is paid to CRM upon successful sale, and in the case of private
treaty,  the net price after selling  commissions  is paid to CRM. For the years
ended June 30, 1998 and 1999,  such  auction and  private  treaty  sales (net of
commission) were not material.

                 Greg  Manning,  Chairman  and Chief  Executive  Officer  of the
Company, owns all of the outstanding shares of CRM common stock. Mr.. Manning is
an executive  officer of CRM and the Company.  Mr. William Tully is an executive
officer of CRM and, until August, 1999, was an executive officer of the Company.
CRM owned 100% of the common  stock of the Company  prior to the May 1993 public
offering.  Until November, 1997 CRM owned approximately 29% of the shares of the
Company's common stock. In November,  1997, CRM transferred beneficial ownership
of 1,300,000  shares of the Company's  common stock to Mr. Manning.  At June 30,
1999, Mr. Manning owned  approximately 23% of the shares of the Company's common
stock.  At June 30, 1999,  CRM owned none of the shares of the Company's  common
stock.

                  In May,  1998,  the Company  purchased  from CRM inventory for
approximately  $263,000.  Included  in Accounts  Receivable  at June 30, 1999 is
approximately  $40,000  which  is due  from  CRM and  will be  collected  in the
ordinary course of business.

                Scott Rosenblum,  a director of the Company, is a partner of the
law firm Kramer, Levin, Naftalis & Frankel, which provides legal services to the
Company.  Anthony L.  Bongiovanni,  Jr.,  also a  director  of the  Company,  is
president of Micro Strategies, Incorporated, which provides computer services to
the Company. Leon Liebman,  also a director of the Company,  provided consulting
services for the Company.  Amounts paid for services  rendered by these  related
parties  for the year ended June 30, 1998 and 1999 were  approximately  $124,000
and  $334,000  respectively  (of which,  $129,000 was charged to  operations  in
fiscal 1999), in the case of Kramer,  Levin,  Naftalis & Frankel,  approximately
$76,000 and $ 154,000 respectively (of which, approximately $113,000 was charged
to operations in fiscal 1999), in the case of Micro Strategies, Incorporated and
approximately $0 and $ 29,000 in the case of Leon Liebman.

                In the normal course of business,  Afinsa consigned  material to
the Company which was auctioned during the fiscal year ended June 30, 1999 for a
total hammer price of $316,600 and  purchased  artwork  totaling  $850,000.  For
other related party transactions with Afinsa, refer to Notes 1,2,3,6,16 and 21.

                                       32

<PAGE>

 (13)  Debt
Demand Notes Payable

The Company has a revolving  credit agreement with Brown Brothers
Harriman  &  Co.  ("Brown  Brothers")  pursuant  to  which  Brown
Brothers  agreed to provide the Company with a credit facility of
up to $6,750,000. The Company pays an annual fee for the facility
equal to one quarter of one  percent of the total  amount of such
facility.  Borrowings  under this  facility  bear interest at the
rate of 2% above Brown  Brothers  base rate,  which was 8.75 % at
June 30, 1999,and are payable on demand.                            $ 3,702,000
                                                                  -------------

Notes Payable
      Additional borrowings are outlined below:
           Note payable to Brown Brothers, monthly principal
           payments of $6,250 plus interest at prime plus 1 1/2%
           through June 2000.  Personally guaranteed by the
           Chairman of the Company.                                    $ 87,500

           Note payable to Brown Brothers, interest payable
           Monthly at 9.75%, quarterly principal payments of
           $150,000 commencing 6/30/2000.                             1,500,000

           Notes payable to sellers of Teletrade, payable
           October 30, 1999.                                            725,000

           Notes payable to current shareholder related to
           Indebtedness of Teletrade prior to its acquisition           142,219

           Notes payable to former shareholders of Teletrade
           Related to indebtedness prior to its acquisition             264,034

           Various capital lease obligations, various monthly
           payments through October 2004                                100,431
                                                                 ---------------
                                                                      2,819,184
           Less current portion                                       1,213,859
                                                                 ---------------
           Notes payable - long-term portion                      $  1,605,325
                                                                 ===============

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

                                              2000                 $ 1,213,859
                                              2001                     809,719
                                              2002                     614,897
                                              2003                     167,252
                                              2004                      13,457
                                                                 --------------
                                                                    $2,819,184

              The  Company's  obligations  to Brown  Brothers  under  the  above
revolving  credit and term loan facilities are  collateralized  by the Company's
accounts receivable,  advances to consignors, and inventory. The loan agreements
contain various  guidelines  (including  those relating to minimum  tangible net
worth and  interest  coverage  ratio) which the Company must adhere to and which
prohibits  payment of  dividends  or like  distributions  without the consent of
Brown  Brothers.  As of June 30,  1999,  the  Company  was  compliance  with all
guidelines.

            Teletrade also has a revolving credit agreement with Key Bank with a
credit facility of up to $50,000 bearing an interest rate of 1% above Key Bank's
base rate, and is  collateralized  by all of Teletrade's  assets.  There were no
outstanding borrowings against this line of credit at June 30, 1999.

                                       33

<PAGE>

 (14) Commitments and Contingencies

                As part of the purchase of the Ivy & Mader Philatelic  Auctions,
Inc. in 1993,  the Company is  required  to pay  additional  amounts for fifteen
years from the date of purchase depending upon the financial performance of Ivy.
These additional amounts totaled approximately $53,000 and $66,000 for the years
ended June 30, 1998 and 1999, respectively, and are accounted for as an increase
to goodwill and amortized over the goodwill's remaining life.

 (15) Significant Agreements

Agreements with CRM
                The CRM Inventory  Agreement  provides that CRM will not compete
with the Company for the acquisition of collectibles from third parties that are
suitable  for  acquisition  by the  Company  from  time to  time  for use in its
business.  CRM had  historically  been  engaged  in the  business  of  acquiring
collectibles  (including collectibles of the type that are currently sold by the
Company) and selling them both through direct sales and through consignments for
sale at auction.  Currently CRM no longer purchases any collectibles for resale.
In the past,  CRM has been an  important  source of  property  consigned  to the
Company for sale at auction.  Although CRM continues to provide the Company with
property,  the amount in relation to the  Company's  overall  business  has been
decreasing.  For the year ended June 30,  1998 and 1999,  commissions  earned on
consignments by CRM were not material, accounting for less than 1% of revenues.

Employment Agreements
                The Company has entered into employment agreements with Mr. Greg
Manning, Chief Executive Officer of the Company, and Mr. James Reiman, Executive
Vice President E-Commerce Strategic Business Development. The agreement with Mr.
Manning, as amended,  provides for Mr. Manning's services as President and Chief
Executive  Officer of the  Company,  with an annual  salary of $210,000  for the
years ended June 30, 1998 and 1999,  plus a bonus based on income  before income
taxes of the Company  (subject to increase by the Board of Directors),  together
with a  nonaccountable  expense  reimbursement of $25,000 per annum. The Company
has  entered  into an  agreement  with  Mr.  Manning  extending  the term of his
agreement through June 30, 2000 and providing for a new base salary of $300,000,
with all other terms and  conditions  remaining the same. The agreement with Mr.
Reiman provides for a salary of $140,000 per year plus reimbursement for certain
expenses.

                During the fiscal year ended June 30, 1999,  Mr.  William  Tully
resigned as Chief Operating Officer and as a director of the Company.  Mr. Tully
will remain with the Company and will focus his attention on specific  projects,
including sourcing new product for the Company's different sales venues.

                The Company currently maintains a $1,000,000 term life insurance
policy on the life of Mr. Manning with benefits payable to the Company.

                                       34

<PAGE>
<TABLE>
<CAPTION>

 (16) Supplementary Cash Flow Information
                Following is a summary of supplementary cash flow information:
                                                                             Years ended
                                                                               June 30,
                                                                    -------------------------------
                                                                         1998             1999
                                                                    --------------    -------------
<S>                                                                      <C>            <C>
         Interest paid                                                   $625,100       $710,959
         Income taxes paid                                                176,901          1,621

Summary of significant non-cash transactions:

     Issuance of stock options relating to the
         Acquisition of Teletrade                                               -       $478,080

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

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

     Contribution to GMAI-Asia.com committed but not yet paid                            159,153

     Stock Subscription Receivable from Afinsa
         for 285,373 shares of the Company's Common Stock                              3,000,000

     Issuance of options relating to professional services                               150,000

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

     Income tax effect of the exercise of options                               -        690,673
</TABLE>

 (17) Capital Stock and Warrants

                In May  1993,  the  Company  completed  a public  offering  (the
"Public Offering") of 747,500 units of its securities (the "Units") at $6.25 per
Unit.  Each Unit  consists of two shares of the  Company's  Common Stock and two
callable common stock purchase  warrants,  each of which initially  entitled the
holder to purchase one share of common stock at an exercise price of $3.4375 per
share.  As of June 30,  1998,  none of these  warrants  had been  exercised.  In
connection with the Public  Offering,  the Company issued to the underwriters in
such offering 65,000 unit purchase  warrants,  each of which initially  entitled
the holder to purchase,  through May 13, 1998, one Unit (each  consisting of two
shares of Common Stock and two Underwriters'  Warrants ) at an exercise price of
$10.31 per Unit. All of such warrants referred to above expired on May 13, 1998.
None of such warrants had been exercised.

Stock Option Plan
               The  Company's  1993 Stock Option Plan (the "1993 Plan") and 1997
Stock Option Plan, (the "1997 Plan"), are administered by the Board of Directors
or a Stock Option Committee thereof (hereinafter,  the "Committee") and provides
for the grant of options to purchase  shares of common  stock to such  officers,
directors and employees of the Company,  consultants  to the Company,  and other
persons or entities as the  Committee may select.  A total of 850,000  shares of
common stock has been reserved for issuance pursuant to the plans.

                                       35

<PAGE>

The  Committee  does not intend to make any further  awards under the 1993 Plan.
The option exercise price is determined by the Committee in its sole discretion;
provided,  however,  that the exercise price of an option shall be at least 100%
of the fair market value (as defined) of a share of common stock on the date the
option is granted.  Options  granted  have a maximum ten year term and vest over
periods up to four years.  All options  granted  through June 30, 1999 have been
granted with exercise price equal to market value on the date of grant. Outlined
below is a summary of the changes under the Plans:
<TABLE>
<CAPTION>

                                                      1998                           1999
                                          -------------------------------   ------------------------
                                                         Weighted-Average             Weighted-Average
                                            Options       Exercise          Options    Exercise
                                                             Price                       Price
                                          -----------    ----------------   ------------------------
<S>                                           <C>          <C>              <C>           <C>
 Outstanding - beginning of year              632,500      2.50             601,500       1.43
    Granted  through stock option plan        286,500      1.38             277,000       4.28
    Granted outside of stock option plan                                   175,000        8.82
    Repurchased                              (286,500)     3.22             (60,000)      3.00
    Exercised                                                 -            (335,375)      1.42
                                                   -
    Forfeited                                (31,000)      2.99
                                          ------------                 ------------
 Outstanding - end of year                    601,500      1.43             658,125       5.08

 Exercisable - end of year                    550,500      1.43             280,000       5.24
</TABLE>

                 On December 10, 1997, the exercise price of 286,500 options was
changed  pursuant to the repricing plan described  below. The exercise price was
reduced from a weighted  average of $3.22 to $1.38, the fair market value of the
Company's common stock on December 10, 1997. This change is shown as granted and
repurchased in the above table.

               The weighted  average fair value of options  granted  during 1999
was $4.13.

               Following is a summary of the status of stock options outstanding
at June 30, 1999:
<TABLE>
<CAPTION>

                                     Options Outstanding                                  Options Exercisable
                              ----------------------------------                    ---------------------------------
                                                    Weighted
                                                    Average          Weighted                           Weighted
                                 Number of         Remaining          Average         Number of          Average
                Exercise          Shares          Contractual        Exercise           Shares          Exercise
                  Price          Outstanding          Life             Price         Exercisable          Price
              --------------  ----------------------------------  ----------------  ---------------  ----------------
<S>               <C>                 <C>             <C>              <C>                 <C>            <C>
                  1.38                206,125         5.4              1.38                180,000        1.38
                  1.97                 82,500         9.1              1.97                      -           -
                  2.50                155,000         9.3              2.50                      -           -
                  5.19                 59,500         9.3              5.19                      -           -
                  9.38                 20,000         9.8              9.38                      -           -
                  11.16                15,000         9.6              11.16                     -           -
                  12.19               100,000         9.8              12.19               100,000        12.19
                  14.19                10,000         9.4              14.19                     -            -
                  14.69                10,000         9.9              14.69                     -            -
</TABLE>

               Proforma information  regarding net income and earnings per share
is required by SFAS 123, and has been determined as if the Company had accounted
for its employee  stock options  under the fair value method of that  statement.
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 1998 and 1999,  respectively:,  risk-free interest rates of

                                       36

<PAGE>

6.5% and 5.1%;  dividend yields of 0%; volatility factors of the expected market
price  of the  Company's  common  stock  of 47% and  82%;  and  weighted-average
expected life of the option of five years.

               The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded  options which have no vesting  restrictions
and are fully  transferable.  In addition,  option  valuation models require the
input of highly  subjective  assumptions,  including  the  expected  stock price
volatility.  Because the Company's  employee stock options have  characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially  affect the fair value estimate,  in
management's  opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

               For purposes of proforma disclosures, the estimated fair value of
the  options is  amortized  to expense  over the  options  vesting  period.  The
Company's proforma information follows:
                                                   1998                1999
                                            ---------------      ---------------

      Proforma net income  (loss)              $(265,157)         $  510,726

      Proforma earnings (loss)per share
       Basic                                        (.06)                .09
       Diluted                                      (.06)                .08

               There was no compensation expense recorded from stock options for
the years ended June 30, 1998 and 1999.

                On September  10, 1997,  the Board  authorized a repricing  plan
which was subsequently approved by the shareholders, pursuant to which employees
and certain  consultants with non-qualified stock options awarded under the 1993
Plan and  bearing  exercise  prices  equal to or in excess of $2.8125 per share,
with certain  exceptions,  were  permitted to exchange their old options for new
options,  exercisable at a price equal to the Fair Market Value of the Company's
Common  Stock  on  December  10,  1997  (the  date  of  the  Annual  Meeting  of
Shareholders), that is, $1.38 per share. Certain consultants to the Company were
not entitled to participate  in the repricing  plan. The repricing plan has been
fully implemented.

                During the year ended June 30,  1999,  the Company  issued stock
options to vendors in exchange for financial  advisory and  marketing  services.
These options were valued at the fair market value of consideration  received in
accordance with SFAS 123. The value of these options is $150,000 and is included
in prepaid expenses and is being amortized over the life of the contracts, which
is one year.

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.

(18) Pension 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  $11,900 and $6,100 for the
years ended June 30, 1998 and 1999.

                                       37

<PAGE>

 (19) New Accounting Pronouncements

                In June 1998, the Financial  Accounting  Standards  Board issued
Statement of Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting for
Derivative  Instruments and Hedging  Activities" which is required to be adopted
for fiscal  quarters of fiscal years  beginning after June 15, 2000. The Company
expects to adopt SFAS No. 133 effective July 1, 2000.  SFAS No. 133  establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts,  and for hedging activities.
The  Company is  currently  evaluating  the  impact  that the  adoption  of this
statement will have on its financial position and results of operations.

 (20) "Year 2000"

           The  Company  is aware of the Year  2000  issue and has  commenced  a
program to identify,  remediate, test and develop contingency plans for the Year
2000 issue (the "Y2K Program"),  which was substantially completed by the summer
of 1999. The Company has retained a consultant who will assist in the management
of the Y2K Program as it relates to (1) the  software  and  systems  used in the
Company's  internal  business;  and (2) third party vendors,  manufacturers  and
suppliers.  The Company  currently does not anticipate  that the cost of the Y2K
Program will be material to its  financial  condition or results of  operations.
Nevertheless, satisfactorily addressing the Year 2000 issue is dependent on many
factors,  some of which are not completely within the Company's control.  Should
the  Company's  internal  systems  or  the  internal  systems  of  one  or  more
significant  vendor  or  supplier  fail to  achieve  Year 2000  compliance,  the
Company's business and its results of operations could be adversely affected.


(21) Subsequent Events

           On  July  19,  1999,   the  Company   announced   the   formation  of
GMAI-EUROPE.COM,  a joint venture with Afinsa.  to conduct  Internet auction and
retail sales in Europe  through an office in Madrid,  Spain.  The joint venture,
which is 50% owned by the Company,  will sell many of the  collectible  products
that the Company and Afinsa have previously sold, including stamps, coins, movie
posters,  fine art and  other  collectibles.  The  related  web  site,  which is
expected to launch  before the end of  calendar  1999,  will be a  multi-lingual
collector's destination site in English,  Spanish, French and German,  featuring
both a retail venue and auction site with plans for  additional  content such as
guest experts, chat rooms, exclusive collector articles and educational content.

                                       38

<PAGE>

                                    PART III.

Item 9.        DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS AND CONTROL  PERSONS;
               COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

               The  following  persons are all of the  directors  and  executive
officers of the Company:

Greg  Manning,  age 53, has been  Chairman of the Board of the Company since its
inception  in 1981 and 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 CRM since its  inception,  which he founded as "Greg  Manning
Company,  Inc."  in 1961.  David  C.  Graham,  age 59,  has  been a Senior  Vice
President of the Company since August 1990 and has been Senior Vice President of
CRM since  August  1990.  Mr.  Graham has served the  Company and CRM in various
capacities since September 1978. Mr. Graham has been a licensed auctioneer since
1965.  Prior to joining the Company,  Mr. Graham was employed by H.R.  Harmer, a
public auction house, from 1955 to 1977.

James A. Smith,  CPA,  age 47, has been Chief  Financial  Officer of the Company
since December 12, 1997. Mr. Smith served as Chief Financial  Officer of Imatec,
Ltd.  from 1996 to 1997,  and as Controller of Ferrara Food Company from 1992 to
1996.

Scott S. Rosenblum, age 50, 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,  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.

Anthony  L.  Bongiovanni,  Jr.,  age  40,  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.

Albertino de  Figueiredo,  age 68, 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 is  currently
Chairman of the Board of AFINSA, S.A. and its subsidiaries. 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 Catalogue and Philatelic Publishers.

Leon  Liebman,  age 51, was  appointed as a director of the Company in November,
1998. Mr. Liebman previously served as director of Roger Starch Worldwide, Inc.,
a market  research  company  and the  Royal  Blue  Group,  plc,  a help desk and
financial systems software company. He founded Interactive Market Systems, Inc.,
a private  investment  company  acquired by VNU in 1983. Mr.  Liebman  currently
resides  in London.  He is a  graduate  of the  Wharton  School of  Finance  and
Commerce and the MIT Sloan School of Management.

Effective  August,  1999, Mr. William Tully resigned as Chief Operating  Officer
and as a director of the Company.  Mr. Tully's duties as Chief Operating Officer
have been assumed by Mr. Les Boisclair and Ms. Melissa Goldberg.  Mr. Tully will
remain with the  Company,  focusing  his  attention  on specific  projects.  The
Company  does not  believe  that Mr.  Tully's  resignation  will have a material
impact of the Company.

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. Mr. Liebman has
been  appointed  to serve until the 1999  annual  meeting of  stockholders.  Mr.
Bongiovanni has been  appointed,  and Mr.  Rosenblum has been elected,  to serve
until the 2000  annual  meeting  of  stockholders.  Mr. De  Figueiredo  has been
appointed,  and Mr.  Manning  has been  elected,  to serve until the 2001 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

                                       39

<PAGE>

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.

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

Advisory Committee
               The Company has an advisory committee (the "Advisory  Committee")
that  includes  prominent  collectors  and  other  individuals  involved  in the
philatelic  and  collectibles  business,  with whom Mr.  Manning  has  developed
relationships over the years. The members of the Advisory Committee individually
meet from time to time with the Company's  Chairman and Chief Executive  Officer
to discuss current trends or developments in the collectibles market. Members of
the Advisory  Committee  receive no compensation  for their services,  and their
availability is subject to their personal  schedules and other time commitments.
The Company  reimburses members for their reasonable  out-of-pocket  expenses in
serving on the Advisory Committee.

               The Company  believes that the members of the Advisory  Committee
have no  fiduciary  or other  duties,  obligations  or  responsibilities  to the
Company or its stockholders, and they will not acquire any such duty, obligation
or  responsibility as a result of any meeting or consultation they may have with
management  of the Company.  Each member of the Advisory  Committee  has entered
into an agreement with the Company which, among other things,  confirms that the
member has no such duty,  obligation  or  responsibility,  but also  commits the
member to keep  confidential and not disclose (or in any manner use for personal
benefit or attempt to profit from) any  non-public  information  relating to the
Company  that the member  receives in such  capacity,  except to the extent that
disclosure is required by  applicable  law or legal process or to the extent the
information  becomes  public  other than as a result of a breach of any member's
confidentiality agreement. The members serve at will and may resign, or be asked
to discontinue their services, at any time.

               The members of the current Advisory Committee and their principal
occupations are as follows:

Sir Ronald  Brierley,  age 61, is  Founder/President  of  Brierley  Investments,
Limited,  a publicly  held New Zealand  investment  company.  Sir Ronald is also
Chairman of GPG P/C, an investment company based in London,  England. Sir Ronald
serves on the boards of Advance Bank, Australia,  Ltd., Adriadne Australia Ltd.,
Australia Oil & Gas Corporation,  Ltd., and the Australian Gaslight Company, and
he is also a trustee of Sydney  Cricket and Sports Ground Trust.  Sir Ronald has
had a life-long  interest in stamps,  beginning as a  schoolboy,  when he formed
Kiwi Stamp  Company  and  acquired a dealer's  certificate  from the New Zealand
Stamp  Dealers  Federation.  Sir Ronald has been selling and  collecting  stamps
since that time.

Robert G.  Driscoll,  age 67, has been Chief  Executive  Officer (since 1981) of
Barrett  &  Worthen,  Inc.  and the  Brookman  Stamp  Company  of  Bedford,  New
Hampshire,  both of which are  engaged in the  business  of buying  and  selling
stamps.  Mr.  Driscoll  served  as Vice  President  of H.E.  Harris  Company,  a
subsidiary  of General Mills from 1978 to 1981,  after having  founded R&R Stamp
Company  in 1958  and  serving  as its  President  until  it was sold in 1978 to
General  Mills.  Mr.  Driscoll is a past President of the American Stamp Dealers
Association  (from 1977 to 1978) and is a lifetime  member of the American First
Day Cover Society.  He has been a member of the American  Philatelic Society for
over 45 years.

Herbert  LaTuchie,  age 80 was Chairman of the Board and Chief Executive Officer
(from  1954 to  1986)  of  Modern  Builders  Supply  Company,  Inc.  and  Modern
Manufacturing,  Inc., the latter of which is one of the ten leading distributors
of building  products in the United  States.  Mr.  LaTuchie has been a life-long
collector  of rare  stamps,  and he also  collects  sheet  music and other paper
collectibles.

Joseph Levy, Jr., age 73, is president of Levy Venture Management,  Inc., a real
estate  development  company  specializing in automotive  retailing real estate.
Prior to forming  Levy  Venture  Management,  Mr. Levy was  President  of Walton
Chrysler-Plymouth  (from 1953 to 1960), the world's largest Chrysler  dealership
during his tenure as  president  of the  company,  and Carol Buick (from 1961 to
1984), the world's largest Buick dealership during his tenure as president.  Mr.
Levy currently  serves on the board of directors of CDW Computer  Centers,  Inc.

                                       40

<PAGE>

(NASDAQ:  CDWC),  and has served as a director of several  banks,  including NBD
Evanston. He currently sits on the boards of directors/trustees of the following
charitable  and not for profit  corporations:  the Chicago  Historical  Society,
Culver Educational  Foundation,  Evanston Hospital, and the Levy Senior Centers.
Mr. Levy is a collector of stamps, coins, watches and other collectibles.

Hector D.  Wiltshire,  age 57, is President  and CEO of Wiltshire  Technologies,
Inc.,  a  high  technology  venture  capital  and  consulting  group,  and is an
experienced  collector  of  rare  stamps.  Mr.  Wiltshire  is a  member  of  the
Association  of Certified  and Corporate  Accountants  (A.C.C.A) and the British
Computer Society  (M.B.C.S.).  Mr. Wiltshire holds degrees in Executive Business
Administration and marketing.


Item 10.                  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, 1999 and is incorporated by reference.

Item 11.                  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                          MANAGEMENT

               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, 1999 and is incorporated by reference.

Item 12.                  CERTAIN RELATIONSHIPS AND 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, 1999 and is incorporated by reference.

                                       41

<PAGE>

Item 13.                  EXHIBITS, LIST AND REPORTS ON FORM 8-K

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

         (a)      (1) All Financial Statements of the Company for the year ended
                  June 30,  1998 are filed  herewith.  See Item 7 of this Report
                  for a list of such financial statements.

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

         (b)      Reports on Form 8-K

                  Report on Form 8-K filed on November 13, 1998, relating to the
                  Company's  acquisition of Teletrade,  Inc. and related matters
                  (item 2), as amended by Form 8-K/A, filed on January 12, 1999,
                  setting forth financial statements as required by item 7.

                  Report on Form 8-K filed on February 25, 1999,  setting  forth
                  the Consent of Independent Accountants.

         (c)      Exhibits

         3.1      Restated   Certificate   of   Incorporation   of   Registrant.
                  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").

         3.2      By-laws, as amended, of Registrant.  Incorporated by reference
                  to Exhibit 3(b)to the 1993 Form SB-2.

         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     Employment  Agreement between William T. Tully and Registrant,
                  dated as of May 14, 1993. Incorporated by reference to exhibit
                  10(c) to the form 1993 Form SB-2 and incorporated by reference
                  to Exhibit  10.26 to Form 10-QSB of the Company for the period
                  ended December 31, 1993 and dated February 22, 1994.

         10.5     Inventory  Acquisition and Non Competition  Agreement  between
                  Collectibles Realty Management, Inc. and Registrant,  dated as
                  of July 1, 1993. Incorporated by reference to Exhibit 10(e) to
                  the 1993 Form SB-2.

                                       42

<PAGE>

         10.6     Demand  Promissory  Note,  dated June 1, 1995, of Greg Manning
                  Auctions,   Inc.(Maker)  to  Brown  Brothers  Harriman  &  Co.
                  (Holder).  Incorporated  by  reference  to Exhibit 10.1 of the
                  Company's Report on Form 8-K, dated May 26, 1995.

         10.7     Demand  Promissory  Note,  dated June 3, 1996, of Greg Manning
                  Auctions,  Inc.  (Maker)  to  Brown  Brothers  Harriman  & Co.
                  (Holder).  Incorporated  by reference to Exhibit  10.10 of the
                  Company's  Report on Form  10-KSB  for the year ended June 30,
                  1996.

         10.8     General  Security  Agreement,  dated May 26,  1995,  from Greg
                  Manning  Auctions,  Inc.  to  Brown  Brothers  Harriman  & Co.
                  Incorporated  by reference  to Exhibit  10.2 of the  Company's
                  Report on Form 8-K, dated May 26, 1995.

         10.9     Guaranty, dated May 26, 1995, from Greg Manning Auctions, Inc.
                  and Ivy & Mader  Philatelic  Auctions,  Inc. to Brown Brothers
                  Harriman & Co.  Incorporated  by  reference to Exhibit 10.3 of
                  the Company's Report on Form 8-K, dated May 26, 1995.

         10.10    Secured  Promissory  Note,  dated  November 19, 1996,  by Greg
                  Manning  Auctions,  Inc., as maker, in favor of Brown Brothers
                  Harriman & Co., as payee. Incorporated by reference to Exhibit
                  10.1 of the Company's  Report on Form 8-K,  dated  December 4,
                  1996.

         10.11    Stock  Purchase  Agreement  dated as of October 29, 1998 among
                  the Company,  Leon Liebman,  Richard  Makely and Bernard Rome.
                  Incorporated  by reference to Exhibit  10.01 to the  Company's
                  report on Form 8-K, filed on November 13, 1998.

         10.12    Consulting  Agreement dated as of October 29, 1998 between the
                  Company and Leon Liebman. Incorporated by reference to Exhibit
                  10.02 to the Company's  report on Form 8-K,  filed on November
                  13, 1998.

         10.13    Secured Promissory Note dated October 29, 1998 by the Company,
                  as maker, in favor of Brown Brothers Harriman & Co., as payee.
                  Incorporated  by reference to Exhibit  10.03 to the  Company's
                  report on Form 8-K, filed on November 13, 1998.

         10.14    1997 Stock Option Plan. Incorporated by reference to Exhibit A
                  to the Proxy  Statement of the Company dated October 28, 1997.

         23.1     Consent of Independent Accountants.*

         27       Financial Data Schedule*

                                * Filed herewith

                                       43

<PAGE>

SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                          GREG MANNING AUCTIONS, INC.


Date: September  28, 1999

                                          ___________________________
                                          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.

Date: September  28, 1999

                                          /s/ Greg Manning
                                          ------------------------------------
                                          Greg Manning
                                          Chairman of the Board
                                          Chief Executive Officer and Director
                                          (Principal Executive Officer)


                                          /s/ James A. Smith
                                          --------------------------------
                                          James A. Smith
                                          Chief  Financial Officer
                                          (Principal Financial Officer and
                                          Principal Accounting Officer)


                                          /s/ Anthony Bongiovanni
                                          -----------------------
                                          Anthony Bongiovanni
                                          Director



                                          /s/ Scott Rosenblum,
                                          -------------------
                                          Scott Rosenblum
                                          Director

                                       44

<PAGE>

                                  EXHIBIT INDEX

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

   3.1    Restated  Certificate of Incorporation of Registrant.  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").

   3.2    By-laws,  as amended,  of  Registrant.  Incorporated  by  reference to
          Exhibit 3(b)to the 1993 Form SB-2.

   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   Employment Agreement between William T. Tully and Registrant, dated as
          of May 14, 1993.  Incorporated  by  reference to exhibit  10(c) to the
          form 1993 Form SB-2 and  incorporated by reference to Exhibit 10.26 to
          Form 10-QSB of the Company for the period ended  December 31, 1993 and
          dated February 22, 1994.

   10.5   Inventory   Acquisition   and  Non   Competition   Agreement   between
          Collectibles Realty Management, Inc. and Registrant,  dated as of July
          1, 1993.  Incorporated  by reference to Exhibit 10(e) to the 1993 Form
          SB-2.

   10.6   Demand  Promissory Note, dated June 1, 1995, of Greg Manning Auctions,
          Inc.(Maker) to Brown Brothers Harriman & Co. (Holder). Incorporated by
          reference to Exhibit 10.1 of the Company's  Report on Form 8-K,  dated
          May 26, 1995.

   10.7   Demand  Promissory Note, dated June 3, 1996, of Greg Manning Auctions,
          Inc. (Maker) to Brown Brothers  Harriman & Co. (Holder).  Incorporated
          by reference to Exhibit 10.10 of the  Company's  Report on Form 10-KSB
          for the year ended June 30, 1996.

   10.8   General  Security  Agreement,  dated May 26,  1995,  from Greg Manning
          Auctions,  Inc.  to Brown  Brothers  Harriman  & Co.  Incorporated  by
          reference to Exhibit 10.2 of the Company's  Report on Form 8-K,  dated
          May 26, 1995.

   10.9   Guaranty, dated May 26, 1995, from Greg Manning Auctions, Inc. and Ivy
          & Mader  Philatelic  Auctions,  Inc. to Brown Brothers  Harriman & Co.
          Incorporated  by reference to Exhibit 10.3 of the Company's  Report on
          Form 8-K, dated May 26, 1995.

                                       45

<PAGE>

   10.10  Secured  Promissory  Note,  dated  November 19, 1996,  by Greg Manning
          Auctions,  Inc., as maker, in favor of Brown Brothers  Harriman & Co.,
          as payee.  Incorporated  by reference to Exhibit 10.1 of the Company's
          Report on Form 8-K, dated December 4, 1996.

   10.11  Stock  Purchase  Agreement  dated as of  October  29,  1998  among the
          Company, Leon Liebman,  Richard Makely and Bernard Rome.  Incorporated
          by reference  to Exhibit  10.01 to the  Company's  report on Form 8-K,
          filed on November 13, 1998.

   10.12  Consulting  Agreement dated as of October 29, 1998 between the Company
          and Leon  Liebman.  Incorporated  by reference to Exhibit 10.02 to the
          Company's report on Form 8-K, filed on November 13, 1998.

   10.13  Secured  Promissory  Note dated  October 29, 1998 by the  Company,  as
          maker,  in  favor  of  Brown  Brothers   Harriman  &  Co.,  as  payee.
          Incorporated by reference to Exhibit 10.03 to the Company's  report on
          Form 8-K, filed on November 13, 1998.

   10.14  1997 Stock Option Plan.  Incorporated by reference to Exhibit A to the
          Proxy Statement of the Company dated October 28, 1997.

   23.1   Consent of Independent Accountants.*

   27     Financial Data Schedule*

                                * Filed herewith

                                       46