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 [FEE REQUIRED]
For the fiscal year ended June 30, 1998
                                OR

[ ]               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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
Title 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 $ 8,690,421.

        The  aggregate  market value of the Common Stock held by  non-affiliates
(excludes  Greg Manning and Afinsa  Bienes  tangibles  S.A.) of the Issuer as of
September  21, 1998 (based on closing sale price of $1.875 per share as reported
on NASDAQ), was $5,021,244.

        As of September  21,  1998,  Issuer had  4,419,997  shares of its Common
Stock outstanding.


        Portions of the Registrant's  definitive proxy statement,  which will be
filed within 120 days of June 30, 1998, are  incorporated by reference into Part
III.

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

               THE REMAINDER OF THIS PAGE WAS PURPOSELY LEFT BLANK

<PAGE>
                             PART I.

Item 1. DESCRIPTION OF BUSINESS

General

         Greg  Manning  Auctions,  Inc.  (the  "Company")  was  founded  by Greg
Manning,  its Chairman and Chief  Executive  Officer,  who has conducted  public
auctions of rare stamps,  stamp  collections  and stocks since 1966. The Company
believes,  based on its  knowledge of the market,  that it is one of the largest
auction  houses  of rare  stamps  in the world  (although  there is no  publicly
available data with respect to stamp auction sales). In addition to stamps,  the
Company has  expanded its business to include  other types of  collectibles  and
similar items, such as sports-related collectibles

          The  Company   conducts  its  operations   directly  and  through  its
subsidiaries Ivy & Mader  Philatelic  Acutions,  Inc. ("Ivy & Mader"),  which it
acquired in late 1993, and Greg Manning Galleries, Inc. ("Galleries").

         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 business of rare
stamps,  stamp  collection  and stock  auctions  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 Ivy & Mader and will consider other acquisitions as appropriate.

Philately

         Philately,  often referred to as stamp  collecting,  has grown steadily
during the twentieth century. The stamp 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 the  Company's  core
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).

         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. Because of
the relative  sophistication  of the operations and computer  support of the two
firms,  the Company  believes that  significant  efficiencies may be obtained by
combining the two systems,  and taking the best features from both systems.  The
resulting  operating  system and computer  related auction support system may be
replicated  many times over for use by other  auction firms that are acquired or
merged into the Company's combined operations.

         Galleries  is engaged  primarily in the  business of  conducting  stamp
auctions by mail.  Until  recently,  Galleries  was  engaged in the  business of
auctioning antiquities  collectibles,  under its own name and the name of Harmer
Rooke  Galleries.  During the year ended June 30, 1997,  the Company  determined
that  Galleries  should  refocus its business in the area of mail stamp auctions
and Galleries held several such auctions during the year. In addition,  in July,
1997,  Galleries acquired the assets of Cee-Jay Stamp Auctions,  Inc., a company
engaged  in  the  stamp  mail  auction  business.   (The  Company  is  currently
liquidating  the  remainder of its  inventory of  antiquities.)  Galleries  also
occasionally  conducts auctions of historical  items,  including rare autographs
and documents.

         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 in November 1991 to include the
sale of such sports collectibles. The sports collectibles industry is relatively
new and immature,  when compared to philately and certain other more traditional
collectibles such as rare coins and antiquities.  However,  it 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.

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 5%
to 15% and a commission  of 15% from the buyers.  The Company earns a commission
from the buyers of 10% to 15% in all 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
and other industry  publications,  the Company  advertises its stamp 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 each auction
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  and  facsimile,  which  may be done  prior to  auction.  Thus,
although the Company's auctions take place primarily in New Jersey, New York and
Maryland, purchasers and sellers throughout the world are able to participate at
the auctions.

         The Company  manages three types of auctions:  (1) live  auctions;  (2)
mail and absentee  auctions;  and (3)  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.  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  highest  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 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.  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.

         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.

         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,  typically  an annual rate of 12%,  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  vault  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 a high security vault located
at the West Caldwell headquarters.  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 vault,  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.

Recent Expansion

         During the year ended June 30, 1997, Galleries expanded its business by
developing  a mail  auction  operation.  It further  expanded  this  business by
acquiring,  in July,  1997,  the  assets of  Cee-Jay  Stamp  Auctions,  Inc.,  a
Maryland-based  company which primarily conducts public and mail stamp auctions.
This  expansion  is not  considered  material  to  operations  or the  financial
statements.

         In September,  1998, the Company  purchased the inventory of the former
Nahan  Galleries  of New York City,  New  Orleans and Tokyo.  The  Company  will
process the sale and marketing of this  collection  through the new Greg Manning
Fine Art Division of the Company.

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. The Company is
presently  involved  in  purchase  negotiations  for a  company.  No  definitive
agreement has yet been reached. The impact on the Company could be significant.


Arrangements with CRM

         CRM is wholly owned by Greg  Manning,  the Company's  President,  Chief
Executive  Officer  and  Chairman  of the  Board.  At June  30,  1997,  CRM held
approximately  29% 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 Greg Manning.At June 30, 1998, CRM held no shares of the Company's 
common stock. CRM had historically been engaged in the business of acquiring
collectibles(including collectibles of the type that are currently being sold by
the Company)and selling them both through direct sales and through consignments
for sale at auction. In the past, CRM has been an important  source of  property
consigned to the Company for sale at auction.  Currently CRM no longer purchases
any collectibles for resale.  Although CRM continues to provide the Company with
property,  the amount in relation to the  Company's  overall  business  has been
decreasing  and for the year ended June 30, 1998,  consignments  by CRM were not
material.

         Pursuant to an Inventory Acquisition and Non-Competition Agreement (the
"CRM  Inventory  Agreement"),  dated May 14,  1993,  the Company was granted the
right to accept on a consignment basis any or all collectibles in CRM's existing
inventory on terms no less favorable than would be offered to third parties. The
CRM Inventory  Agreement  provides that, with respect to all property from CRM's
existing  inventory that is accepted on consignment by the Company,  the Company
will  receive  from CRM a  commission  in the  amount of 10% of the sales  price
(exclusive of any buyer's commission received by the Company); provided that the
Company will receive no commission from CRM with respect to items valued at over
$100,000  per lot (but will earn any  commission  or premium paid by the buyer).
The  inventory  available  for  consignment  to the Company  pursuant to the CRM
Inventory  Agreement  has been  diminishing.  The CRM Inventory  Agreement  also
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.

         In May,  1998, the Company  purchased from CRM inventory  independently
appraised  at  $262,927.  Included  in  Accounts  Payable  at June  30,  1998 is
approximately  $78,500  which  is due to CRM and  will  be paid in the  ordinary
course of business.

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,and Robert
A. Siegel Auction  Galleries,  Inc. With respect to the Company's sports trading
card and sports memorabilia auction business,  the Company's primary competitors
are Lelands, Mastro Auctions and Teletrade.

Employees

         The  Company  presently  has  20  full-time  employees,  including  its
President,  Chief  Executive  Officer and Chairman of the Board,  Greg  Manning;
Executive Vice President,  William T. Tully,  Jr.; and Chief Financial  Officer,
James A.  Smith.  The  Company  also  employs  David  Graham  as a  Senior  Vice
President.  The Company  also hires  persons on a  temporary  basis to assist in
organizing its auctions and for other specialized purposes.

Item 2. DESCRIPTION OF PROPERY

         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.


Item 3 LEGAL PROCEEDINGS

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

Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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

                                    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,  the  holders  of record of the  Company's  Common  Stock  totaled  85 at
September 15, 1998.

         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, 1997 and 1998 are shown in the
following schedule:
<TABLE>
<CAPTION>
                              For the years ended June 30,
                                 1997             1998
(Quarter)                     High   Low      High     Low
<S>                         <C>     <C>      <C>      <C>
First                       $4.125  $2.000   $2.438   $1.844
Second                      $2.688  $1.500   $2.313   $1.188
Third                       $1.688  $1.125   $1.844   $1.125
Fourth                      $2.375  $1.312   $2.125   $1.188
</TABLE>

        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, 1997 and 1998, and
shows the comparisons for the respective years subdivided by source and market:
<TABLE>
<CAPTION>
                                                     For the year ended June 30,                  Percentages
                                                 -------------------------------------    -----------------------------
                                                       1997               1998                 1997          1998
                                                 -------------------------------------    -----------------------------
<S>                                                    <C>                <C>                       <C>           <C>
       Aggregate Sales                                 $32,346,179        $22,487,908               100%          100%
                                                 =====================================    =============================
          By source:
             A. Auction                                $20,654,995        $16,343,918                64%           73%
             B. Sales of inventory                      11,691,184          6,143,990                36%           27%
                                                 -------------------------------------    -----------------------------
          By market:
             A. Philatelics                            $28,853,579        $21,685,478                89%           96%
             B. Sports collectibles                      1,043,009            588,148                 3%            3%
             C. Other collectibles                       2,449,591            214,282                 8%            1%
                                                 -------------------------------------    -----------------------------
</TABLE>

        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, 1998 compared with Year ended June 30, 1997

        Revenues: For the year ended June 30, 1998, operating revenues decreased
$6,360,744 (42%) to $8,690,421 compared with $15,051,165 for the year ended June
30, 1997.  This  decrease in revenues is largely  attributable  to a decrease in
sales of  Company-owned  inventory of $5,547,000  and a decrease in  commissions
earned  of  $813,550.  The  primary  reason  for these  decreases  was a lack of
material  available for auction during the first six months of 1998 which led to
the  inability  of Ivy & Mader to hold an auction  during the second  quarter of
1998.

        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 decreased by 54%,
from $3,405,000 for the year ended June 30,1997 to $1,575,000 for the year ended
June 30,  1998.  This  decrease  of $  1,830,000  was mainly  attributable  to a
decrease in  non-auction  philatelic  sales  which  decreased  gross  margins by
$1,824,000 in the year ended June 30, 1998 over the previous year.

        Operating   Expenses:   The  Company's   aggregate  operating  expenses,
exclusive of cost of merchandise  sold, for the year ended June 30, 1998 totaled
$4,847,506   compared  with  $5,381,607  for  the  year  ended  June  30,  1997,
representing  a  decrease  of  $534,101  (or 10%).  The  primary  changes in the
operating  expenses  for the year ended  June 30,  1998 from the prior year were
decreases  in  marketing  costs of  $195,932  (25%)  and  salaries  and wages of
$138,275  (8%).  The decrease in overall costs in  combination  with the revenue
decreases had the effect of increasing operating costs as a percent of operating
revenue  from 36% during the year ended June 30,  1997 to 56% for the year ended
June 30, 1998.

        Interest income and expense:  Interest expense decreased  $237,025 (28%)
to $610,181 for the year ended June 30, 1998 as compared to that of the previous
year.  This  decrease  was  attributable  to  lower  average  borrowings  caused
primarily  by the  financing  of a lower  level of advances  to  consignors  and
decreased  borrowings for inventory  purchases  during the most recent year. The
lower  interest  expense was offset by a decrease in interest  income during the
year ended June 30, 1998 of approximately $331,000. The Company charges interest
on advances given to consignors  and generally on receivables  past 30 days. The
lower level of consignor  advances  during the year ended June 30, 1998 resulted
in this decrease in interest income.

        Provision  for  Income  Taxes:  For the year ended  June 30,  1998,  the
Company  recorded  an income tax benefit of $55,000  compared to a provision  of
$583,473 for the preceding year.

        Net Income : The Company  recorded  net loss for the year ended June 30,
1998 of $231,552 compared to net income of $ 660,604 for the year ended June 30,
1997,  reflecting a decrease of $892,156 (135%) during this period. The decrease
in operating profit of $2,108,787  during the year ended June 30, 1998 which was
offset by a gain on sale of marketable  securities of $672,452 and a decrease in
the  provision  for income taxes of $638,473  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"),  to be 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.

Liquidity and Capital Resources

        The Company  experienced a positive cash flow from operating  activities
of  $2,168,098  for the year ended June 30, 1998 as compared to a positive  cash
flow of $ 219,061 for fiscal 1997, an increase of  $1,949,037.  This increase in
cash flow for the year  ended  June 30,  1998 was  primarily  attributable  to a
decrease in auctions  receivable  and advances to  consignors  of  approximately
$6,333,000 which was partly offset by decreases in accounts payable and payables
to third party consignors of approximately $4,013,000.

        The  Company  had a  positive  cash flow from  investing  activities  of
$656,995 for the year ended June 30, 1998 as compared to a negative cash flow of
$174,548 for the previous year, an increase of $831,543.  The positive cash flow
for the year ended June 30, 1998 was primarily  attributable to the sale of PICK
stock.

        During the year ended June 30, 1998, the Company  borrowed an additional
$738,000 from Brown Brothers  Harriman & Co.  ("Brown  Brothers") in the form of
term loans,  due in July 1998, for the express  purpose of extending  additional
advances  to  consignors.  During  this same  period,  the  Company  reduced its
borrowings under its revolving credit facility by $1,610,000,  paid other demand
notes in the amount of $485,000,  and paid down on its term loans by $1,475,000.
This  provided for a net decrease in cash  provided by financing  activities  of
approximately $ 2,856,684.

        The revolving  credit  agreement with Brown Brothers was entered into in
May 1995, as  subsequently  amended in February  1998, and provides for a credit
facility  for working  capital  purposes in an  aggregate  amount of $4,750,000.
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, 1998,  borrowings under this facility aggregated  $3,465,000 and are payable
on demand. On June 29, 1995, the Company entered into a five year term agreement
for  $375,000  ($162,500  balance at June 30,  1998) 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, 1998, the Company was not in compliance
with  one  guideline  relating  to the  formula  of  earnings  before  interest,
depreciation and taxes to interest expense. As a result,  Brown Brothers has the
right  under the credit  agreement  to demand  immediate  payment of all amounts
outstanding. The Company has remained in compliance with all other guidelines of
the loan  agreement  and  Brown  Brothers  has  continued  to offer  its  credit
facilities to the Company  without  interruption.  Management has worked closely
with Brown Brothers and Brown Brothers has not indicated that it has any present
plans to discontinue its credit relationship with the Company . During the third
and fourth  quarter,  Brown Brothers  granted the Company three separate  demand
loans totaling $738,000, all of which were repaid in July, 1998.

        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,  1997 and 1998,  the  Company's  expense
relating to bad debt was approximately $264,411 and $240,161 respectively.  Over
the past ten years the  Company's  history of bad debts has been less than 2% of
aggregate  sales.  For the year ended June 30,  1997 and 1998 these  amounted to
 .82% and 1.07% 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 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.

         As of June 30, 1998, the Company owned 6.5% or 2,382,289  common shares
of PICK  Communications,  which is primarily  engaged in the business of issuing
prepaid  telephone cards.  These securities are classified as available for sale
having  a cost of  $137,643  and a fair  value  of  approximately  $289,655  The
securities purchased by the Company, which were acquired directly from PICK, may
be sold under Rule 144 of the  Securities  Act.  (Greg  Manning,  the  Company's
President,  Chief Executive  Officer and Chairman of the Board,  was a member of
the Board of PICK and  resigned  this  position  during  the year ended June 30,
1997.)

        As of June 30, 1998,  the Company owned 100,000 common shares of Pro Net
Link Corp., an internet service provider. These securities are classified as
available for sale having a cost of $200,000 and a fair value of approximately
$78,750. The securities are restricted and accordingly are subject to 
restrictions on transferability.

        The fair value of the Company's  investment in PICK and Pro Net Link, as
stated in the financial  statements  included herein,  has been estimated by the
Company  utilizing  brokered  transactions  as  well  as  arms'  length  private
transactions,  in PICK and Pro Net Link's common stock, as described in PICK and
Pro Net Link's  public  filings  under the  Securities  Exchange Act of 1934, as
amended.  Such  valuation is contingent  upon PICK and Pro Net Link's ability to
generate future cash flows and the Company  believes it is reasonably  possible,
based upon a review of such  public  filings,  that the  estimated  value  could
change substantially in the near term.

        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.

Financial Reporting Matters

        In March 1995, the Financial Accounting Standards Board issued Statement
No. 121,  Accounting  for  Impairment  of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed of,  which  requires  impairment  losses to be recorded on
long-lived  assets used in operations where indicators of impairment are present
and the  undiscounted  cash flows  estimated to be generated by those assets are
less  than  the  assets'  carrying  amount.  Statement  121 also  addresses  the
accounting  for  long-lived  assets that are  expected  to be  disposed  of. The
Company has adopted  Statement 121 in the year ended June 30, 1997 and, based on
current circumstances, does not believe the effect of the adoption is material.

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:

         - 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
         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.

         - 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,  and significantly
         upon  its  Executive  Vice  President,   William  T.  Tully,   Jr.  The
         unavailability  of Mr. Manning,  for any reason,  would have a material
         adverse  effect upon the  business,  operations  and  prospects  of the
         Company, and the unavailability of Mr. Tully could adversely affect the
         Company's expansion prospects if a suitable replacement is not engaged.

         - 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.

         - 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.

         - 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.

         - 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.

         - 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.


<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 . . . . . . . . . . . . . . . .     17

Consolidated Balance Sheet -- June 30, 1998  .  . . . . . . . . .     18

Consolidated Statements Of Operations -- Years ended June 30, 1997 and
June 30, 1998 . . . . . . . . . . . . .  . . .   . . . . . . . . .    19

Consolidated Statement of Stockholders' Equity--Years ended June 30,
1997 and June 30, 1998  . . . . . . . . . . . . . . . . . . . . . .    20

Consolidated Statements of Cash Flows -- Years ended June 30, 1997 and
June 30, 1998   . . . . . . . . . . . . . . . . .. . . . . . . . . .   21

Notes to Consolidated Financial Statements   . . . . . . . . . . . .   22



<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,  1998,  and  the  related
consolidated statements of operations,  stockholders' equity, and cash flows for
the years  ended June 30,  1997 and 1998.  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,  1998,  and the results of
their operations and their cash flows for the years ended June 30, 1997 and 1998
in conformity with generally accepted accounting principles.

Amper, Politziner & Mattia P.A.

September  23, 1998
Edison, New Jersey

<PAGE>

<TABLE>
<CAPTION>
                                 GREG MANNING AUCTIONS, INC.
                                  Consolidated Balance Sheet
                                        June 30, 1998

                                      Assets
<S>                                                                <C>                             
Current assets:
Cash and cash equivalents                                          $   603,630
Accounts receivable
     Auctions receivable                                             7,707,860
     Advances to consignors                                          1,744,010
Inventory                                                            2,042,729
Taxes Receivable                                                       111,000
Deferred tax asset                                                     176,000
Prepaid expenses and deposits                                           79,846
                                                               ----------------
     Total current assets                                           12,465,075
Property and equipment, net                                            540,236
Goodwill                                                             1,727,717
Marketable securities                                                  368,405
Other non-current assets
     Inventory                                                       1,801,225
     Advances to consignors                                            639,218
     Other Receivables                                                 964,226
     Other                                                             157,275
                                                               ----------------
     Total assets                                                  $18,663,377
                                                               ================

                       Liabilities and Stockholders' Equity
Current liabilities:
Demand notes payable                                               $ 4,203,000
Notes payable - current portion                                        309,211
Payable to third party consignors                                    5,403,169
Accounts payable                                                       442,683
Accrued expenses                                                       651,984
                                                               ----------------
     Current liabilities                                            11,010,047
Notes payable - long-term portion                                      117,624
                                                               ----------------
     Total liabilities                                              11,127,671
                                                               ----------------


Preferred stock, $.01 par value. Authorized                                -
     10,000,000 shares; none issued
Common stock, $.01 par value.  Authorized
     20,000,000 shares; 4,419,997 issued and outstanding                44,200
Additional paid in capital                                           6,819,690
Unrealized gain on marketable securities                                18,496
Retained earnings                                                      653,320
                                                               ----------------
     Total stockholders' equity                                      7,535,706
                                                               ----------------
     Total liabilities and stockholders' equity                    $18,663,377
                                                               ================

                        See accompanying notes to financial statements

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                      GREG MANNING AUCTIONS, INC.
                 Consolidated Statements of Operations


                                                   Years ended June 30,
                                     -----------------------------------------
                                            1997                  1998
                                     -------------------   -------------------
<S>                                    <C>                      <C>
Operating revenues
     Sales of merchandise              $   11,691,184           $ 6,143,990
     Commissions earned                     3,359,981             2,546,431
                                     -------------------   -------------------
                                           15,051,165             8,690,421
                                     -------------------   -------------------
Operating expenses
     Cost of merchandise sold               8,286,526             4,568,670
     General and administrative             4,604,676             4,266,507
     Marketing                                776,931               580,999
                                     -------------------   -------------------
                                           13,668,133             9,416,176
                                     -------------------   -------------------
        Operating profit (loss)             1,383,032              (725,755)
Other income (expense)
     Gain on sale of marketable securities       -                  672,452
     Interest and other income                708,252               376,932
     Interest expense                        (847,207)             (610,181)
                                     -------------------   -------------------
        Income (loss) before income taxes   1,244,077              (286,552)

Provision  for (benefit from) income taxes    583,473               (55,000)
                                     -------------------   -------------------
     Net income (loss)                      $ 660,604            $ (231,552)
                                     ===================   ===================

Basic and diluted  earnings (loss)
 per share                                     $ .15               $ (.05)
                                                =====               =======
Weighted average shares outstanding           4,419,997             4,419,997
                                              =========             =========
</TABLE>

                                 See accompanying notes to financial statements.



<PAGE>


<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
                 Consolidated Statement of Stockholders' Equity
                       Years ended June 30, 1997 and 1998

                                                                                 Unrealized     Retained
                   Preferred stock             Common stock        Additional   gain (loss) on  earnings/
               -----------------------   ------------------------
                 Number       Par          Number        Par        Paid-in      marketable   (Accumulated
                of shares     value       of shares     value       capital      securities    Deficit)        Total
<S>                      <C>       <C>     <C>           <C>        <C>         <C>            <C>        <C>
Balance, June 30, 1996   -          -      4,419,997     $ 44,200   $ 6,820,981 $1,405,000     $ 224,268  $ 8,494,449

Cost of registration
(S-3)                                                                    (1,291)                               (1,291)

Unrealized loss on
marketable securities                                                           (1,418,400)                (1,418,400)

Net income                                                                                       660,604      660,604               
              --------------     -------   ---------     -------    ----------- -------------  ---------  ----------- 
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                                                                                        (231,552)    (231,552)
              ---------------    -------   ---------   ---------     ----------- --------------  ---------   ---------
Balance, June 30, 1998   -          -      4,419,997     $44,200    $ 6,819,690   $ 18,496     $ 653,320   $7,535,706
</TABLE>

                 See accompanying notes to financial statements




<PAGE>


<TABLE>
<CAPTION>

                         GREG MANNING AUCTIONS, INC.
                  Consolidated Statements of Cash Flows

                                                    Years ended June 30,
                                               -------------------------------
                                                     1998            1997
                                               ---------------  --------------
<S>                                              <C>             <C>
Cash flows from operating activities:
  Net income (loss)                              $ (231,552)      $ 660,604
  Adjustments  to  reconcile  net  income  
  (loss) to net cash from  operating
  activities:
    Depreciation and amortization                   370,334         343,614
    Provision for bad debts                         239,750         264,411
    Gain on sale of marketable securities          (672,452)           -
    Deferred tax expense (benefit)                   56,000        (150,521)
    (Increase) decrease in assets:
      Auctions receivable                         2,393,837      (2,091,100)
      Advances to consignors                      3,939,372      (3,612,812)
      Notes receivables                                -            421,727
      Inventory                                     317,224        (402,025)
      Due from affiliate - CRM                         -           (132,265)
      Income taxes receivable                      (111,000)         34,345
      Prepaid expenses and deposits                  56,669         173,318
      Other assets                                 (294,580)         75,000
Increase (decrease) in liabilities:
      Payable to third-party consignors          (2,772,772)      3,873,151
      Accounts payable                           (1,240,069)        832,221
      Accrued expenses                              117,337         141,515
      Income taxes payable                             -           (212,122)
                                              ---------------  --------------
                                                  2,168,098         219,061
                                              ---------------  --------------
Cash flows from investing activities:
 Capital expenditures for property and equipment    (62,010)       (108,726)
 Additional goodwill                                (53,403)        (65,822)
 Proceeds from sale of marketable securities        772,408            -
                                              ---------------  --------------
                                                    656,995        (174,548)
                                              ---------------  --------------
Cash flows from financing activities:
 Net proceeds from (payment of)
  demand notes payable                           (1,535,000)        435,000
 Repayment of loans payable                        (659,684)       (401,507)
 Repayment of Term note payable                  (1,400,000)           -
 Proceeds from Term note payable                    738,000            -
 Net proceeds from issuance of stock                    -            (1,291)
                                               ---------------  --------------
                                                 (2,856,684)         32,202
                                               ---------------  --------------
Net change in cash and cash equivalents             (31,591)         76,715
Cash and cash equivalents at beginning of period    635,221         558,506
                                               ===============  ==============
Cash and cash equivalents at end of period        $ 603,630       $ 635,221
                                               ===============  ==============
</TABLE>


                            See accompanying notes to financial statements



<PAGE>

==============================================================================
                         GREG MANNING AUCTIONS, INC.
==============================================================================
                 Notes to Consolidated Financial Statements
                            June 30, 1997 and 1998
                                                   
 (1) Nature of Business and Summary of Significant Accounting Policies

                Greg Manning  Auctions,  Inc. and its wholly-owned  subsidiaries
(the  "Company") is in the business of conducting  auctions and private sales of
collectibles,  including rare stamps,  stamp  collections and stocks, as well as
other  collectibles  such as rare  documents,  sports  trading  cards and sports
memorabilia.

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;  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.

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 was $346,266. Amortization of goodwill was $89,224
and  $91,766  for the years  ended  June 30,  1997 and 1998,  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.

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  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,  1998  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,  1998  based upon
quoted market prices for the same or similar instruments.

Stock-Based Compensation
                During  1997,  the  Company  adopted  the  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.
The statement encourages,  but does not require companies to record compensation
cost for stock-based employee  compensation plans at fair value. The Company has
chosen to continue to account 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.  In  accordance  with
SFAS 123,  since the Company has  elected to follow APB Opinion  No.25,  Note 15
discloses  proforma  effects  on  net  income  as if  compensation  expense  was
recorded.

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 $314,464 and $241,313 for 1997 and 1998.

Earnings per common and common equivalent share
         The Company has adopted 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.  Prior periods have been presented to conform with SFAS
128.

         Basic  earnings per share is computed by dividing  income  available to
common shareholders by the weighted-average  number of common shares outstanding
during the period.  Diluted  earnings  per share is computed by dividing  income
available to common shareholders by the weighted-average number of common shares
outstanding  during the period  increased  to include  the number of  additional
common shares that would have been outstanding if the dilutive  potential common
shares had been issued. The dilutive effect of the outstanding  options would be
reflected in diluted  earnings per share by  application  of the treasury  stock
method. There is no dilutive effect to these options for 1997 and 1998.

(2) Significant transactions

                During the year  ended June 30,  1997,  two  customers  in three
separate transactions purchased certain inventory for an aggregate selling price
of $6,600,000,  which  increased  operating  profit by  $2,241,500.  Included in
accounts   receivable   at  June  30,  1998,  is  $816,120  from  one  customer,
collateralized by certain assets.

                In  the  foregoing   transactions,   the  Company  has  physical
possession of the collateral, and has the right to sell such assets upon certain
defined circumstances of default.

                It is  reasonably  possible  that  changes in this  volatile and
competitive  industry could occur in the near term which could adversely  affect
the value of the collateral outlined above.


 (3) 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.

 (4) 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.

                Non-current  advances to consignors  represents  monies due upon
the sale of specific  items held as consigned  goods which  management  does not
expect  to sell  currently.  Such  items  have an  appraised  value in excess of
$1,000,000.

                Non-current  other  receivables is collateralized by an interest
in a mortgage receivable.

                As of June 30, 1998, the allowance for doubtful accounts 
included in auction  receivables was approximately $150,000.
<TABLE>
<CAPTION>

(5) Inventories

                                       Current      Non-current      Total
<S>                                  <C>           <C>           <C>
               Stamps                $ 1,648,097   $  358,225    $ 2,006,322
                Sports cards and
                 sports memorabilia       344,116      331,000        675,116
                Other collectibles         50,516    1,112,000      1,162,516
                                          -------    ---------      ---------
                                      $ 2,042,729   $1,801,225    $ 3,843,954
                                        =========   ===========    ==========
</TABLE>
 
The non-current inventory represents an estimate of total inventory which is not
expected to be sold currently.
<TABLE>
<CAPTION>

 (6) Property and Equipment, net
                                                        Estimated
                                                       Useful Lives
                                                    --------------------
<S>                                   <C>                <C>
  Equipment                           $  567,333         3-5 years
  Furniture and fixtures                 207,169         3-5 years
  Vehicles                                54,501         3-5 years
  Property under capital leases          185,394         3-5 years
  (computers and office equipment)
  Leasehold improvements                 413,732           5 years
                                    -----------------
                                       1,428,129
  Less accumulated depreciation
  and amortization                       887,893
                                    -----------------
  Net property and equipment           $ 540,236
                                    =================
</TABLE>

                Depreciation and  amortization  expense for the years ended June
30, 1997 and 1998 was $254,389 and $282,551, respectively. These amounts include
amortization of assets under  capitalized  leases of $46,283 and $34,127 for the
years ended June 30, 1997 and 1998, respectively.

 (7) Income Taxes

                Deferred  tax  attributes  resulting  from  differences  between
financial accounting amounts and tax bases of assets and liabilities at June 30,
1998 are as follows:
<TABLE>
<CAPTION>
<S>                                        <C>
Current assets and liabilities
   Allowance for doubtful accounts         $  59,000
   Inventory uniform capitalization           96,000
   Inventory valuation reserve                34,000
   Other                                      (7,000)
                                             -------
    Sub-total                                182,000
    Valuation allowance                       (6,000)
                                             -------
Net current deferred tax asset             $ 176,000
                                           ==========

Noncurrent assets and liabilities
    Depreciation                              24,000
    Goodwill amortization                    (24,000)
    Unrealized gain on marketable
    securities                               (12,000)
    State net operating loss carryforward     82,000
                                             -------- 
      Sub-total                               70,000
    Valuation allowance                      (70,000)
                                             --------
Net noncurrent deferred tax asset          $    -
                                             ========
</TABLE>

The  provision  for  (benefit  from)  income  taxes for the years ending June 30
consist of the following:
<TABLE>
<CAPTION>
                                               Years ended June 30,
                                      -------------------------------------
                                              1997                 1998
                                      ----------------     ----------------
<S>                                    <C>                   <C>
   Current tax expense (benefit)       $  734,094            $   (111,000)
   Deferred tax expense (benefit)        (150,621)                (20,000)

   Net Change in valuation allowance                               76,000
                                      ----------------     ----------------
                                        $ 583,473             $   (55,000)
                                          ========                ========
</TABLE>

A  reconciliation  between the actual  income tax expense  (benefit)  and income
taxes computed by applying the statutory Federal income tax rate is as follows:
<TABLE>
<CAPTION>
                                               Years ended June 30,
                                      -------------------------------------
                                             1997                 1998
                                      ----------------     ----------------
<S>                                      <C>                  <C>
   Federal income tax at 34%             $ 423,000            $  (98,000)
   State income tax, net                   125,000                    -
   Certain non-deductible expenses          31,000                40,000
   Other                                     4,473                 3,000
                                            ------                 -----
                                         $ 583,473            $  (55,000)
                                          =========              ========
</TABLE>

The Company  has net  operating  loss  carryforwards  for state tax  purposes of
$1,375,000 expiring at various times from 2001 through 2005.

 (8) Marketable Securities

 As of June 30,  1998,  the  Company  owned 6.5% or  2,382,289  common
shares of PICK  Communications,  which is  primarily  engaged in the business of
issuing  prepaid  telephone  cards.  During the year ended  June 30,  1998,  the
Company sold 1,730,000 shares of PICK for approximately $772,408, resulting in a
pretax gain on the sale of marketable securities of approximately $ 672,452.

The  Company  also owned at June 30,  1998,  100,000  shares of Pro Net Link 
Corp.,  an internet  service provider.

            The fair  value of PICK and Pro Net Link has been  estimated  by the
Company's  management  utilizing  brokered  transactions  as well as arms-length
private  transactions  in the  companies'  common stock,  as described in public
filings under the Securities Exchange Act of 1934, as amended.  These securities
are classified as available for sale. The valuation  assigned to this investment
is contingent  upon the companies'  ability to generate future cash flows and it
is reasonably  possible,  based upon a review of such public  filings,  that the
estimate could change substantially in the near term.
<TABLE>
<CAPTION>

                          Cost       Market Value      Unrealized Gain(Loss)
<S>                   <C>            <C>                   <C>
Pick Communications   $  137,643     $  289,655            $  152,012
Pro Net Link             200,000         78,750              (121,250)
                         -------         ------             ---------
  Total               $  337,643     $  368,405            $   30,762
                       =========      =========              ========
</TABLE>

                The  unrealized  gain is classified  as a separate  component of
stockholders' equity, net of tax, in the amount of $18,496.

 (9) Leases
                The Company  conducts its business on premises leased in various
locations  under leases that expire through the year 2002. The Company  utilizes
property and equipment under both operating and capital  leases.  Future minimum
lease  payments  under  noncancelable  leases in effect at June 30, 1998 are set
forth below:
<TABLE>
<CAPTION>
<S>                     <C>
         1999           $ 185,000
         2000             177,000
         2001             103,000
         2002               3,000
       Thereafter             -
                      ----------------
   Total future minimum
   lease payments       $ 468,000
                      ================
</TABLE>

                Rent  expense  was  $342,036  and  $340,306  for 1997 and  1998,
respectively.

 (10) Related-party Transactions

                The Company accepts rare stamps and other  collectibles for sale
at auction on a consignment  basis from  Collectibles  Realty  Management,  Inc.
("CRM"). Such stamps and collectibles have been auctioned by the Company or sold
at  private  treaty  under  substantially  the  same  terms as for  third  party
customers  and the  Company  charges CRM a seller's  commission.  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, 1997 and 1998,  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. Messrs. Manning
and William Tully are executive officers of CRM and 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,  1998,  Mr.
Manning owned  approximately 29% of the shares of the Company's common stock. At
June 30, 1998, CRM owned none of the shares of the Company's common stock.

                  In  May,  1998,  the  Company  purchased  from  CRM  inventory
independently  appraised at $262,927.  Included in Accounts  Payable at June 30,
1998  is  approximately  $78,500  which  is due to CRM  and  will be paid 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.  Amounts charged to operations for services rendered by these firms
for the year  ended  June 30,  1997 and 1998  were  approximately  $184,000  and
$124,248  respectively,  in the case of Kramer,  Levin,  Naftalis & Frankel, and
approximately  $127,000  and  $  75,736  respectively,  in  the  case  of  Micro
Strategies, Incorporated.

                In the normal course of business,  Afinsa Bienes  Tangibles S.A.
("Afinsa") , the  beneficial  owner of 442,000  shares of the  Company's  Common
Stock,  consigned  material to the Company which was auctioned during the fiscal
year ended June 30, 1998 for a total hammer price of $811,500.

 (11) Debt
<TABLE>
<CAPTION>
<S>                                                         <C>
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  $4,750,000.  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 81/2% at June 30,                     $3,465,000
1998,and are payable on demand.

In March and April 1998,  the Company  borrowed 
an additional  $738,000 from Brown  Brothers in
the form of three term notes  bearing  interest
 at 101/2% per annum and  payable in July,  1998.
Paid in full in July, 1998.                                    738,000
                                                               -------
Total Demand Notes Payable                                  $4,203,000
                                                           ===========
</TABLE>
<TABLE>
<CAPTION>

Notes Payable
           Additional borrowings are outlined below:
<S>                                                         <C>
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.                                    $ 162,500

Notes  payable in  connection  with  purchase of inventory,
quarterly  principal  payments of $121,250 plus interest at
8% through October 1998.                                      208,750

Various capital lease obligations, various monthly
payments through October 2000                                  55,585
                                                          -------------
                                                              426,835
Less current portion                                          309,211
                                                          -------------
Notes payable - long-term portion                           $ 117,624
                                                          =============
</TABLE>
The approximate  aggregate amount of all maturities for the
years ending June 30 are as follows:
            1999                  $ 309,000
            2000                     98,000
            2001                     20,000

              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, 1998, the Company was not in compliance with one
guideline relating to the formula of earnings before interest,  depreciation and
taxes to interest expense.  As a result,  Brown Brothers has the right under the
credit  agreement to demand  immediate  payment of all the demand notes payable.
The Company has remained in  compliance  with all other  guidelines  of the loan
agreement and Brown Brothers has continued to offer its credit facilities to the
Company without interruption.  Management has worked closely with Brown Brothers
and  Brown  Brothers  has  not  indicated  that  it has  any  present  plans  to
discontinue  its  credit  relationship  with the  Company.  During the third and
fourth quarter,  Brown Brothers  granted the Company three separate demand loans
totaling $738,000, all of which were repaid in July, 1998.

 (12) 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 $65,822 and $53,402 for the years ended June
30,  1997 and  1998,  respectively,  and are  accounted  for as an  increase  to
goodwill and amortized over the goodwill's remaining life.

 (13) 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, 1997 and 1998, 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. William Tully, Executive
Vice  President of the Company.  The  agreement  with Mr.  Manning,  as amended,
expires on June 30, 1999 and  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. Under
his prior employment agreement, Mr. Manning received, in the year ended June 30,
1997, a salary equal to $175,000 per annum and a bonus of $105,271.

                The agreement with Mr. Tully,  as amended,  has a term ending on
June 30, 1998 and provides for his services as  Executive  Vice  President.  Mr.
Tully's agreement provides for salary plus a bonus based on income before income
taxes of the Company. Mr. Tully received ,(i) in the year ended June 30, 1997, a
salary of  $130,383  per annum and a bonus of $30,136 and (ii) in the year ended
June 30,  1998,  a salary of $ 132,272 per annum.  The Company and Mr. Tully are
continuing to operate under his most recent  employment  agreement and expect to
enter into a new agreement shortly.

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


<PAGE>



(14) Supplementary Cash Flow Information
  Following is a summary of supplementary cash flow information:
<TABLE>
<CAPTION>
                                            For the year ended June 30,
                                             1997                 1998
                                      -----------------    -----------------
<S>                                       <C>                <C> 
   Interest paid                          $  828,322         $  625,100
   Income taxes paid                         794,426            176,901
   Noncash investing and financing 
     activities:
       Acquisition of inventory under
       note payable                          700,000               -
</TABLE>

 (15) 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. 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, 1998 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>
                                       1997                                       1998
                          ----------------------------------------   ---------------------------------------
                                                 Weighted-Average                          Weighted-Average
                                  Options          Exercise Price            Options         Exercise Price
<S>                               <C>                   <C>                 <C>                   <C>  
Outstanding - beginning of year   494,500               $ 2.99               632,500              $ 2.50
   Granted                        205,000                 1.38               286,500                1.38
   Repurchased                        -                    -                (286,500)               3.22
   Exercised                          -                    -                    -                    -
   Forfeited                      (67,000)                2.75               (31,000)               2.99
                               --------------            -----          --------------              ----
Outstanding - end of year         632,500               $ 2.50               601,500              $ 1.43
                                =============           =======         =============              ======
Exercisable - end of year         340,875               $ 3.07               550,500              $ 1.43
                                =============           =======         =============              ======
</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 1997
and 1998 was $.55 and $.67.


<PAGE>
<TABLE>
<CAPTION>
Following is a summary of the status of stock options outstanding at June 30,
 1998:
<S>                                          <C>             <C>
     Exercise price                           $1.38            $2.00
                                             --------          ------
     Outstanding options
        Number                                551,500          50,000
        Weighted average remaining 
          contractual life                   7.0 years       6.7 years
        Weighted average exercise price        $1.38            $2.00
     Exercisable options
        Number                                500,500          50,000
        Weighted average exercise price        $1.38            $2.00
</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 1997 and 1998,  respectively:  risk-free interest rates of 6.5%;
dividend  yields of 0%;  volatility  factors of the expected market price of the
Company's common stock of 47%; 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:
<TABLE>
<CAPTION>
                                           1997                   1998
                                   ---------------            ----------
<S>                                 <C>                     <C>
   Proforma net income  (loss)      $ 623,604               $  (265,157)

   Proforma earnings (loss)per share
     Basic                              .14                       (.06)
     Diluted                            .14                       (.06)
</TABLE>

               There was no compensation expense recorded from stock options for
the years ended June 30, 1997 and 1998.

                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.

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.

(16)             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 $0 and $11,900 for the years
ended June 30, 1997 and 1998.

 (17) New Accounting Pronouncements

                In March 1997,  the FASB issued  SFAS No.  129,  "Disclosure  of
Information  About  Capital  Structure."  Statement  129  continues the existing
requirements  to disclose the pertinent  rights and privileges of all securities
other than ordinary common stock but expands the number of companies  subject to
portions of its requirements.  Specifically, the Statement requires all entities
to provide the capital structure  disclosures  previously required by Accounting
Principles  Board Opinion 15.  Companies that were exempt from the provisions of
Opinion 15 will now need to make those disclosures.  The Company will adopt SFAS
129 for the  year  ended  June  30,  1999.  Adoption  of this  statement  is not
anticipated  to have a material  effect on the Company's  financial  position or
results of operations.

                In  June  1997,  the  FASB  issued  SFAS  No.  130,   "Reporting
Comprehensive  Income."  Statement 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.  The Company will adopt SFAS 130 for the
year ended June 30, 1999.  Adoption of this statement is not anticipated to have
a material effect on the Company's financial position or results of operations.

                In June 1997, the FASB issued SFAS No. 131,  "Disclosures  About
Segments of an Enterprise and Related  Information."  Statement No. 131 requires
disclosures  for each segment that are similar to those  required  under current
standards  with the addition of quarterly  disclosure  requirements  and a finer
partitioning of geographic  disclosures.  It requires  limited segment data on a
quarterly  basis.  It also requires  geographic  date by country,  as opposed to
broader  geographic  regions as permitted under current  standards.  The Company
will adopt SFAS 131 for the year ended June 30, 1999. Adoption of this statement
is not anticipated to have a material effect on the Company's financial position
or results of operations.

                In February  1998,  the FASB  issued  SFAS No.  132,  "Employers
Disclosures about Pensions and Other Postretirement Benefits". Statement No. 132
modifies the  disclosure  requirements  for  pensions  and other  postretirement
benefits, but does not change the measurement or recognition of those plans. The
Company will adopt SFAS 132 for the year ended June 30,  1999.  Adoption of this
statement  is  not  anticipated  to  have a  material  effect  on the  Company's
financial position or results of operations.

                In June 1998,  the FASB  issued SFAS No.  133,  "Accounting  for
Derivative  Instruments and Hedging  Activities".  Statement No. 133 establishes
accounting and reporting  standards for derivative  instruments  and for hedging
activities.  It requires  that an entity  recognize  all  derivatives  as either
assets  or   liabilities   and  measure  them  at  fair  value.   Under  certain
circumstances,  the gains or losses from derivatives may be offset against those
from the items the  derivatives  hedge against.  The Company will adopt SFAS No.
133 in the fiscal year ending June 30, 1999.  Adoption of this  statement is not
anticipated  to have a material  effect on the Company's  financial  position or
results of operations.

                   In March 1998,  the American  Institute  of Certified  Public
Accountants ("AICPA") issued Statement of Position ("SOP") No. 98-1, "Accounting
for the Costs of Computer Software  Developed or Obtained for Internal Use". SOP
No. 98-1 establishes  standards for recording the costs of software for internal
use. SOP No. 98-1 indicates  that certain costs incurred I n the  development or
purchase of software  designated  for  internal use should be  capitalized.  All
other  associated  costs should be expensed.  The Company will adopt SOP 98-1 in
the  fiscal  year  ended  June  30,  1999.  Adoption  of this  statement  is not
anticipated  to have a material  effect on the Company's  financial  position or
results of operations.

                   In April, 1998, the AICPA issued SOP 98-5,  "Reporting on the
Costs  of  Start-Up  Activities".  SOP  98-5  requires  the  costs  of  start-up
activities  and  organization  costs to be  expensed  as  incurred.  It  defines
start-up  activities as one-time  activities  related to opening a new facility,
introducing a new product or service,  conducting  business in a new  territory,
conducting business with a new class of customer, initiating a new process in an
existing  facility,  or commencing a new  operation.  The Company will adopt SOP
98-5 in the fiscal year ending June 30, 1999.  Adoption of this statement is not
anticipated  to have a material  effect on the Company's  financial  position or
results of operations.

(18)"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"),  to be 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.

(19) Subsequent Events

         The  Company is  presently  involved  in  purchase  negotiations  for a
company. No definitive agreement has yet been reached. The impact on the Company
could be significant.

         In September,  1998, the Company  purchased the inventory of the former
Nahan  Galleries  of New York City,  New  Orleans and Tokyo.  The  Company  will
process the sale and marketing of this  collection  through the new Greg Manning
Fine Art Division of the Company.




<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 52, 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.  Mr.  Manning is currently on the Board of Directors of
the State Bank of South  Orange,  New Jersey and is Chairman of the bank's audit
committee and member of the bank's  executive  committee.  During the year ended
June 30, 1997, Mr. Manning resigned as a director of PICK Communications Corp.

William T. Tully,  Jr., age 52, has been Executive Vice President of the Company
since August 1990.  From August 12, 1993 to August 14, 1994,  and since February
22,  1995,  Mr.  Tully has been  Chief  Operating  Officer.  From the  Company's
inception in 1981 until August 14, 1994,  Mr. Tully was  Secretary and Treasurer
of the Company,  and from December 8, 1992 until August 14, 1994,  and from June
5, 1995 to date,  Mr.  Tully has been a  director.  Mr.  Tully was  Senior  Vice
President of the Company  since its  inception  in 1981 until  August 1990.  Mr.
Tully has been  Executive Vice President of CRM from August 1990, and has served
CRM in other management capacities since 1974.

David C.  Graham,  age 58, 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 46, 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 49, 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 39, 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 67, 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.  On September 10,
1997, the Board of Directors appointed Mr.
De Figueiredo to fill a vacancy in the Board of Directors.

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. Tully has
been  elected  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
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 60, 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 66, 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.

Herman Herst, Jr., age 89, is recognized as the most prolific  philatelic author
in the world,  and has written  numerous  articles on philately and has authored
several stamp related books, including Nassau Street. Mr. Herst was President of
Herman Herst Jr.  Auctions  Inc., a public auction house (from 1934 to 1972) and
conducted a private retail stamp business as a sole proprietorship.  He was also
an active philatelic  auctioneer for many years,  until his  semi-retirement  in
1981. He is a former President of the Society of Philatelic Americans and served
two terms on the Board of Directors of the American  Stamp Dealers  Association.
Among his many accomplishments,  Mr. Herst received the John Luff Award from the
American  Philatelic  Society,  the merit award from the  Society of  Philatelic
Americans and the Collectors  Club of New York's award for Service to Philately.
He is  currently  a senior  member of the  American  Society of  Appraisers,  an
honorary  life  member of the  Philatelic  Traders'  Society  of  London  and an
honorary life member of the American Stamp Dealers Association, a life member of
the  Philatelic  Traders'  Society of London and an honorary  life member of the
Writer's Unit of the American  Philatelic  Society. He is also the only American
stamp  dealer to have ever  served on the  council  of the  Philatelic  Traders'
Society of London.

Herbert  LaTuchie,  age 79 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 72, is president of Levy Venture Management, a real estate
rental  development group involved in automotive  retailing real estate in three
states.  He is also a real estate  developer  of several  properties  located in
Illinois.  Prior to joining Levy Venture  Management,  Mr. Levy was President of
Walton  Chrysler-Plymouth  (from 1953 to 1960),  a car  dealership  in  Chicago,
Illinois,  and of Carol Buick (from 1961 to 1984), a car dealership in Evanston,
Illinois. He serves as a director of the Evanston Historical Society. He is also
a trustee of Evanston Hospital and the Culver Educational Foundation,  a trustee
of the Chicago  Historical  Society and the Levy Senior  Centers.  Mr. Levy is a
collector of stamps, coins, watches and other collectibles.

Hector D. Wiltshire,  age 56, 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, 1998 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, 1998 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, 1998 and is incorporated by reference.


<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 December 4, 1996.

     (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.

     10.6     Financial Consulting Agreement with JWCharles Securities, Inc.
              and Corporate Securities, Inc. Incorporated by reference to 
              Exhibit 10(f) to the 1993 Form SB-2.

     10.7     Registration Rights Agreement dated November 4, 1994, among the 
              Company and the holders of restricted stock. Incorporated by 
              reference to Exhibit 10.1 of the Company's Report on Form 8-K,
              dated November 4, 1994.

     10.8     Shareholder's  Common Stock Purchase  Warrant,  dated November 4,
              1994, among the Company and the Selling  Shareholders.  
              Incorporated by reference to Exhibit 10.2 of the  Company's Report
              on Form 8-K, dated November 4, 1994.

     10.9     Placement Agent's Common Stock Purchase Warrant, dated November 
              4, 1994, among the Company and JW Charles Securities, Inc. and 
              Corporate Securities Group, Inc.  Incorporated by reference  to 
              Exhibit 10.3 of the Company's Report on Form 8-K, dated November 
              4, 1994.

     10.10    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.

     10.11    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.

     10.12    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.

     10.13    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.

      10.14   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.

      10.15   Form of Stock Purchase Agreement, in connection with the offering
              made pursuant to the exemption from registration provided by 
              Regulation S under the  Securities Act of 1933.  Incorporated  by
              reference to the Company's Report on Form 8-K, dated July 3, 1995.

      10.16   Form of Purchase  Warrant,  in connection  with the offering made
              pursuant to the exemption  from  registration  provided by 
              Regulation S under the Securities Act of 1933. Incorporated  by
              reference to the Company's Report on Form 8-K,dated July 3, 1993.

      23.1    Consent of Independent Accountants.

      27      Financial Data Schedule*

                                 * Filed herewith



<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  25, 1998


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

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

Date: September  25, 1998



                                                 /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/  William T. Tully, Jr.
                                                --------------------------
                                                   William T. Tully, Jr.,
                                                 Executive Vice President and
                                                           Director



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





<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.

   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     Financial Consulting Agreement with JWCharles Securities, Inc. 
            and Corporate Securities, Inc. Incorporated by reference to Exhibit
            10(f) to the 1993 Form SB-2.

   10.7     Registration Rights Agreement dated November 4, 1994, among the 
            Company and the holders of restricted stock. Incorporated by 
            reference to Exhibit 10.1 of the Company's Report on Form 8-K,
            dated November 4, 1994.

   10.8     Shareholder's  Common Stock Purchase  Warrant,  dated November 4,
            1994, among the Company and the Selling  Shareholders.  Incorporated
            by reference to Exhibit 10.2 of the  Company's  Report on Form 8-K,
            dated November 4, 1994.

   10.9     Placement Agent's Common Stock Purchase Warrant, dated November 4,
            1994, among the Company and JW Charles Securities, Inc. and 
            Corporate Securities Group, Inc. Incorporated by  reference  to 
            Exhibit  10.3 of the Company's Report on Form 8-K, dated November 4,
            1994.

   10.10    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.

   10.11    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.

   10.12    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.

   10.13    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.

   10.14    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.

   10.15    Form of Stock Purchase Agreement, in connection with the offering
            made pursuant to the exemption from registration provided by 
            Regulation S under the Securities Act of 1933.  Incorporated  by 
            reference to the Company's Report on Form 8-K, dated July 3, 1995.

   10.16    Form of Purchase  Warrant,  in  connection  with the offering
            made  pursuant  to the  exemption  from  registration  provided  by
            Regulation  S under the  Securities  Act of 1933.  Incorporated  by
            reference to the Company's Report on Form 8-K,dated July 3, 1993.

   10.17    1997 Stock Option Plan. Incorporated by reference to Exhibit A to 
            the Proxy Statement of the Company dated October 28, 1997.

   27       Financial Data Schedule*

                          * Filed herewith