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, 1996
                                       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:  (201) 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


WARRANTS TO PURCHASE COMMON STOCK                        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 $15,437,190.

        The aggregate market value of the Common Stock held by non-affiliates of
the Issuer as of September  30, 1996 (based on closing sale price of $2.5625 per
share as reported on NASDAQ), was $7,994,992.
<PAGE>

        As of September  30,  1996,  Issuer had  4,419,997  shares of its Common
Stock outstanding.


        Portions of the Registrant'a  definitive proxy statement,  which will be
filed within 120 days of June 30, 1996, are  incorporated  by reference int 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  "Antiquities"  collectibles  and, to a lesser  extent,
sports-related   collectibles  and  rare  autographs  and  documents,   and  the
reproduction and marketing of replicas of certain historical items.

          The Company  conducts  its  operations  directly  and through  several
subsidiaries and affiliates.  Greg Manning Auctions, Inc. ("GMA") and Ivy Shreve
& Mader  Philatelic  (now known as Ivy & Mader) ("Ivy & Mader"),  a wholly-owned
subsidiary  which was acquired by the Company on September 17, 1993, are engaged
in the stamp and  stamp-related  auction  business.  Since 1991, the Company has
also conducted auctions of sports trading cards and, to a lesser degree,  sports
memorabilia.

         Greg Manning Galleries,  Inc. ("Galleries"),  a wholly-owned subsidiary
of the Company  which does  business as Greg Manning  Galleries and Harmer Rooke
Galleries, conducts an auction business primarily in Antiquities, which includes
stoneware, pottery, glassware and coins originating from the Middle East, Greece
and  Asia and  dating  from  approximately  2000  BC,  as well as  pre-Columbian
artifacts such as figurines, pottery and stoneware dating from approximately 600
AD. Until August 1995 (when the division was sold),  Galleries  also  operated a
division involving "Americana"  collectibles,  which are more limited in variety
and include stoneware, art, pottery, glassware, memorabilia and similar items of
American origin.

         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.
As a result,  the Company  expanded by taking  advantage  of such  opportunities
through  its  acquisition  of Ivy & Mader and the  assets of  Harmer  Rooke.  In
addition, in September 1995, the Company made an investment in a company engaged
in the business of issuing prepaid  telephone cards,  which the Company believes
will enable it to take advantage of the  increasing  collector (as well as user)
interest in  telephone  cards,  and may offer the Company the  opportunity  at a
later date to become  directly  involved in the prepaid  telephone  card auction
business.  See "Recent Expansion",  "Future Planned Expansion" and "Management's
Discussion and Analysis", below.

PHILATELY (GREG MANNING AUCTIONS, INC. / IVY & MADER PHILATELIC AUCTIONS, INC.)

         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.
<PAGE>
         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,  GMA  typically  holds
auctions in which each lot contains several  thousand stamps.  Ivy & Mader sells
to a larger  number of  collectors,  and the Company sells to a larger number of
dealers. As with GMA, Ivy & Mader earns a commission,  based on the hammer price
at auction, of approximately 10% 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.

         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.

ANTIQUITIES AND AMERICANA (GREG MANNING GALLERIES, INC)

         In 1994, the Company,  through its wholly-owned  subsidiary  Galleries,
purchased  all of the assets and assumed  certain  liabilities  of Harmer  Rooke
Numismatics, Ltd. This purchase permitted Galleries to permanently hold auctions
under the trade name Harmer Rooke  Galleries  and  otherwise  transact  business
under the Harmer Rooke  Galleries  trade name and other Harmer Rooke trade names
without restriction.

         Operating under the trade names Greg Manning Galleries and Harmer Rooke
Galleries,  during the years  ended June 30,  1995 and 1996,  Galleries  sold at
auction  both  consigned   property  and  inventory  of  the  type  and  quality
historically  sold  by  Harmer  Rooke.  The  Antiquities  collectibles  sold  by
Galleries  include items  originating from the Middle East,  Greece and Asia and
dating from  approximately  2000 BC, as well as pre-Columbian  artifacts such as
figurines,  pottery and stoneware dating from  approximately  600 AD. The market
for these types of collectibles is broad and diverse and includes customers both
in the United  States  and from  around the  world.  Management  of the  Company
believes that its customer base for Antiquities  collectibles offers a potential
cross-over market for the sale of stamps and documents.
<PAGE>
         The  Company  believes  that  its  expansion  into  the  market  of the
Antiquities  collectibles  through  the  use of the  Harmer  Rooke  trade  name,
customers and  reputation is important as these markets offer the Company a more
diversified  revenue  stream,  provide  opportunities  for growth not  otherwise
available  to the  Company and add to the broad base of  collectibles  expertise
available to the Company for other business ventures.

         Until August 1995,  Galleries also operated an Americana  division (the
"Americana Division") under the Harmer Rooke Galleries trade name. The Americana
Division sold material of American origin,  including  stoneware,  art, pottery,
glassware and memorabilia.  Because the Americana  collectibles  area involves a
limited  range of  material  and  appeals  to a fairly  narrow  and  specialized
customer base, management determined that it was in the Company's best interests
to cease to be engaged in this  field.  Accordingly,  on August  23,  1995,  the
Company  and  Galleries  entered  into  various  agreements  (collectively,  the
"Americana  Agreements")  with  Charles  G.  Moore,   Americana,   Ltd.  ("Moore
Americana"),  pursuant to which  Galleries  sold to Moore  Americana  all of the
assets of the Americana  Division.  (Mr. Charles Moore was formerly the director
of Galleries' Americana Division.) The purchase price for the Americana Division
assets  consisted  of  (i)  $210,000,  payable  over  approximately  two  years,
commencing September 30, 1995, and (ii) with respect to the inventory, an amount
equal  to  the  "original  cost  value"  of  such  inventory  (or  approximately
$480,500),  payable over  approximately  one year  commencing  March 1, 1996. In
connection with the transaction, Galleries was granted a first priority security
interest in the inventory  sold to Moore  Americana.  In addition,  Mr.  Charles
Moore  delivered to Galleries a personal  guarantee of the  obligations of Moore
Americana under the Americana  Agreements up to a maximum of $250,000.  Pursuant
to the Americana Agreements,  all Americana consignments in the possession of or
with respect to which  Galleries was under contract at the date of the Americana
Agreements  were  transferred  to Moore  Americana in September 1995 (subject to
consignor approval). The Americana Agreements further provide that, for a period
of three years from the date of the  agreements  (i) Galleries will use its best
efforts to forward all  potential  consignments  of Americana  material to Moore
Americana,  and (ii) Moore  Americana  will use its best  effort to forward  all
potential  consignments  and  sales  of  non-Americana  products  (specifically,
numismatic items,  philatelic items,  sports-related  items as well as autograph
books and documents and artifacts from past  civilizations,  among other things)
to Galleries.

SPORTS TRADING CARDS AND SPORTS MEMORABILIA (GREG MANNING AUCTIONS, INC.)

         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.

The  Company  has also  sought to  expand  into the area of  documents  and rare
autographs and in September 1995 held an auction of these types of collectibles.
<PAGE>
CLIENT SERVICES AND METHODS OF SALE FOR COLLECTIBLES OWNERS

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

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

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

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

AUCTION SALES

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


<PAGE>
         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.  For  other  collectibles,  the  Company  advertises  in The Maine
Antique  Digest,  Minerva and other similar 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 York and New Jersey,
purchasers  and  sellers  throughout  the world are able to  participate  at the
auctions.

         The Company  manages three types of auctions:  (1) live  auctions;  (2)
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.


<PAGE>
         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  shiping  functions.  In  general,
purchasers at public auctions pay a buyer's  premium on auction  purchases equal
to 15% of the hammer  price of the property and sellers are charged a commission
of 10% 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.
<PAGE>
         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.
<PAGE>
         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. During the year
ended June 30, 1996, the Company substantially completed an extensive upgrade to
its existing  computer and software system  including  upgrades of the financial
reporting system as well as the  implementation  of a state of the art inventory
tracking  system.  It is fully  expected that upon  completion  the Company will
realize additional savings from the greater efficiency of this new system.

         The  Company  stores  consigned  property in two high  security  vaults
located at the new West Caldwell  headquarters  and at the Company's  gallery in
New York City. The security  system  installed at both locations is rated by the
alarm service  companies,  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

         In September 1995, the Company acquired for an aggregate purchase price
of $260,000,  13.1%, or 4,500,000  shares,  of the outstanding  common shares of
PICK Communications Corp. (name changed from Prime International Products, Inc.)
("PICK"), the parent company of Public Info/Comm Kiosk, Inc., which is primarily
engaged in the business of issuing prepaid telephone cards. (At October 8, 1996,
the Company owned 4,112,289,  or 9.4% of the outstanding  common stock of PICK.)
Prepaid telephone cards are wallet-sized cards that are used to prepay telephone
charges and are one of the newest areas of contemporary collectibles both in the
United States and in other parts of the world.  Increasing collector interest in
telephone cards is reflected in the appearance of telephone card-related special
magazines,  trade  associations  and  international  auction fairs.  The Company
believes  that this stock  acquisition  will enable it to take  advantage of the
increasing  collector  and user interest in telephone  cards,  and may offer the
Company  the  opportunity  at a later date to become  directly  involved  in the
telephone card auction business.  The securities purchased by the Company, which
were acquired  directly from PICK, are restricted and accordingly are subject to
significant  restrictions  on  transferability.   Greg  Manning,  the  Company's
President,  Chief Executive  Officer and Chairman of the Board, is a director of
PICK.
<PAGE>
FUTURE PLANNED EXPANSION

         The Company continues to evaluate potential  acquisition  candidates in
the collectibles  industry.  The Company believes that a carefully  analyzed and
structured  acquisition  of an  existing  operating  company  could  be the most
effective manner to expand into certain new collectibles  areas. The Company has
no current  plans for any such  acquisition,  and there are no  assurances  that
attractive and appropriate  acquisition  opportunities  will become available to
the Company on acceptable terms.

         In addition, the Company will consider other types of opportunities, as
appropriate. Consistent with the foregoing, the Company is currently negotiating
to enter into a definitive joint venture agreement with P.C.T.  Prepaid Cellular
Telephone, Inc., a majority-owned subsidiary of PICK (of which Greg Manning is a
director),  pursuant to which the two  companies  would work together to provide
prepaid  cellular  telephone  time and leased  cellular  telephones for a single
up-front  fee. It is  anticipated  that the  Company,  in addition to  providing
capital,  would provide sales and  marketing  services to the venture,  which is
expected to service seven states in the mid-Atlantic region and Washington, D.C.
The  proposed  transaction  is  subject  to various  conditions  and  approvals,
including  the  preparation  of  definitive  documentation,  and there can be no
assurance  that this or any other  venture  considered  by the  Company  will be
consummated.  At October 8, 1996, the Company owned  2,000,000  shares of common
stock of P.C.T. Prepaid Cellular Telephone, Inc.

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, 1995, CRM held 29% 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.  For the  year  ended  June  30,  1996,
consignments  by CRM  accounted  for  $12,706  or less than 1% of the  Company's
aggregate sales,  generating $3,177 in commission  revenues,  or less than 1% of
aggregate revenues.

         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.




<PAGE>
REGULATORY MATTERS

         Regulation  of  the  auction  business  varies  from   jurisdiction  to
jurisdiction.  In New York City, where some of the Company's  auctions are 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,  the rare  documents  market  and the  Antiquities  markets  are  highly
competitive.  Among  the  Company's  primary  competitors  in the  domestic  and
worldwide  philatelic auction business are Christies  International PLC, Charles
Shreve Galleries,  Inc. and H.R. Harmer,  and with respect to the sale of single
rare  stamps,  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 Superior Auctions,  Richard Wolffers,  Lelands
and  Sotheby's  Holdings,   Inc.  In  the  Antiquities  markets,  the  Company's
competitors are Christies International PLC and Sotheby's Holdings, Inc..

EMPLOYEES

         The Company presently has twenty-three  full-time employees,  including
its President,  Chief Executive Officer and Chairman of the Board, Greg Manning;
Executive Vice President, William T. Tully, Jr.; Chief Financial Officer, Daniel
M. Kaplan; and Corporate Controller,  Robert Gesso. Each of Messrs.  Manning and
Tully  are  permitted  under the terms of his  employment  arrangement  with the
Company to devote some of his working  time to the  business of CRM, so long as,
in the judgment of a majority of the Company's  outside  directors,  it does not
interfere  with his  complete  and  faithful  performance  of his  duties to the
Company.  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 $145,700.

         Ivy & Mader leases  approximately  3,570 square feet of office space in
New  York  City  at an  annual  rental  of  approximately  $114,240  subject  to
escalation,  until  August 31, 2000.  Galleries  subleases  approximately  3,570
square  feet of office  space in New York City (the  "Galleries'  Space") on the
floor immediately above the floor occupied by Ivy & Mader at an annual rental of
approximately  $98,100  until  March  30,  1998.  Pursuant  to the  terms of the
Americana  Agreements (see "Antiquities and Americana",  above), Moore Americana
has agreed to sublease substantially all of the Galleries Space through the term
of Galleries'  sublease,  at an annual rate equal to  approximately  $90,000 per
year.

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.


<PAGE>
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  (the  "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, 1996,  after  taking into account  certain
adjustments,  each Warrant entitles its holder to purchase 1.24 shares of Common
Stock at a price of $2.7733 per share and is exercisable  for a four year period
commencing  May 14,  1994.  At June 30,  1996,  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  (the  "Unit  Purchase
Warrants"), each of which initially entitled the holder to purchase, through May
14,  1998,  one Unit  (each  consisting  of two  shares of Common  Stock and two
Underwriters'  Warrants (as hereinafter defined)) at an exercise price of $10.31
per Unit. As of June 30, 1996,  after taking into account  certain  adjustments,
each Unit Purchase  Warrant  entitles the holder to purchase 1.50608 Units at an
exercise price of $6.8456 per Unit. The warrants (the "Underwriters'  Warrants")
issuable upon exercise of the Unit Purchase Warrants will be subject to the same
terms and  conditions of the Warrants,  except that the  Underwriters'  Warrants
will not be freely  transferable  and will not be subject to  repurchase  by the
Company.  At June 30, 1996, none of the Unit Purchase  Warrants or Underwriters'
Warrants had been exercised.

         On November 4, 1994,  in a private  placement  to certain  "accredited"
investors,  the Company  sold  257,500  shares of its common  stock at $2.00 per
share.  For the  purchase  price,  each  investor  also  received a warrant (the
"Purchaser  Warrants") which initially entitled the holder to purchase one share
of Common Stock at of $1.75 per share (amended from $2.25 per share). The number
of shares of Common Stock  issuable upon exercise of the Purchaser  Warrants was
subsequently  increased to 1.13 shares,  and the exercise price was subsequently
reduced to $1.5528 per share.  In connection  with such private  placement,  the
Company also issued warrants (the "Agents' Warrants") to the placement agents in
the private  placement,  which warrants were  similarly  adjusted to entitle the
holders  thereof to purchase  72,720 shares of Common Stock at an exercise price
of $1.74 per share. The Company registered the shares of Common Stock underlying
the Purchaser  Warrants and the Agent's  Warrants  under the  Securities  Act of
1933, as amended (the "Act").  At June 30, 1996,  all of the Purchaser  Warrants
and Agents'  Warrants had been  exercised.  The Company  received  approximately
$336,000 in net proceeds from the private  placement  offering in the year ended
June 30, 1995 and approximately  $490,000 from the exercise of these warrants in
the year ended June 30, 1996.

         On June 29, 1995, the Company consummated an offshore offering for sale
of 500,000 units of its securities (the "Regulation S Offering"). For a purchase
price of $1.50 per unit,  each  purchaser  received  one share of the  Company's
Common  Stock and one  warrant  to  purchase  an  additional  share at $1.50 per
warrant  (subject to certain  adjustments).  The  Regulation S Offering was made
solely to certain offshore investors in compliance with, and under the exemption
to registration  provided by,  Regulation S under the Act. The Company  received
approximately  $721,000 in net  proceeds  from the  Regulation S Offering in the
year ended June 30, 1995 and $750,000 from the exercise of these warrants in the
year ended June 30, 1996.

         In February  1996,  the Company  issued to an  individual  in a private
placement  a warrant to  purchase,  at any time prior to March 1, 1997,  400,000
shares of the  Company's  Common Stock at an exercise  price of $4.00 per share.
The purchase price for the warrant was $100,000, which was paid in full in April
1996.  Upon  request of the  investor,  the Company  has agreed to register  the
shares of Common Stock  underlying  the warrant under the Act, the cost of which
(other than allocable overhead) will be borne by the investor.
<PAGE>
         The Company's  Common Stock and Warrants are listed on the Boston Stock
Exchange  ("BSE")  under the symbols "GGM" and "GGMW",  respectively,  and these
securities are quoted on the Nasdaq SmallCap System ("NASDAQ") under the symbols
"GMAI",  "GMAIW"  ,  respectively.  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 and Warrants totaled
92 and 55, respectively, at October 8, 1996.

         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, 1995 and 1994 are shown in the
following schedule:
<TABLE>
<CAPTION>

                                   FOR THE YEARS END JUNE 30,
                              _______________________________________
                                     1995                1996
                              __________________  ___________________
(QUARTER)                     HIGH      LOW       HIGH         LOW
                              ---------------------------------------
<S>                           <C>       <C>       <C>          <C>  
FIRST                         $2.750    $2.375    $2.750       $1.50
SECOND                        $2.812    $2.250    $3.062       $1.938
THIRD                         $2.625    $2.000    $4.313       $2.125
FOURTH                        $2.625    $1.750    $3.938       $2.875
</TABLE>


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




<PAGE>
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  employed 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, 1995 and 1996, and
shows the comparisons for the respective years subdivided by source and market:
<TABLE>
<CAPTION>

                                                       For the twelve months
                                                           ended June 30                    Percentages
                                                 ----------------------------------     ---------------------
                                                       1995             1996               1995      1996
                                                 ----------------------------------     ---------------------
<S>                                                 <C>               <C>                  <C>        <C> 
       Aggregate Sales                              $26,280,765       $29,710,971          100%       100%
                                                 ----------------------------------     ---------------------
           By source:
               A. Auction                           $17,560,217       $16,959,411           67%        57%

               B. Sales of inventory                  8,532,935        12,751,560           32%        43%
                         
               C. Private treaty                        187,613                              1%
                                                 ----------------------------------     ---------------------
           By market:
               A. Philatelics                       $21,538,553       $24,929,716           82%        84%

               B. Sports collectibles                   862,650           747,746            3%         2%

               C. Other collectibles                  3,879,562         4,033,509           15%        14%
                                                 ----------------------------------     ---------------------
</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
such  property  is  owned  by the  Company.  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
10% to 15%  (although  the  commission  may be  slightly  lower  on  high  value
properties) and a commission of 15% from the buyers.


        YEAR ENDED JUNE 30, 1996 COMPARED WITH YEAR ENDED JUNE 30, 1995

        REVENUES: For the year ended June 30, 1996, operating revenues increased
$3,885,539  (34%) to $15,437,190  compared with  $11,551,651  for the year ended
June 30, 1995. This increase in revenues is largely  attributable to an increase
in sales of Company owned inventory,  which increased by $4,218,625  (49%). This
sales  increase was comprised of an increase in sales of philatelic  merchandise
of $2,603,708 and other collectibles merchandise of $1,614,095.  Sales of sports
merchandise maintained substantially the same sales level in the year ended June
30, 1996 as that as for the year ended June 30, 1995. These increases in revenue
for the sales of  merchandise  were offset by a decrease in  commissions  earned
from consignment sales of $333,087.

        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 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  sale  of  Company  owned  inventory  changed  from
$1,743,864  for the year ended June 30,  1995 to  $2,721,965  for the year ended
June 30, 1996.

     This  increase  is  partially  attributable  to a  significant  transaction
entered into June 25, 1996,  see note 3. This  transaction  increased  operating
profit  approximately  $713,000 and had a gross margin of 65%. This  transaction
was with an associate of a stockholder  who, as an individual  has the financial
ability to cumlmenate the transaction, this customer intends to hold these items
for  investment  purposes  and  anticipates  an increase in value.  Without this
significant  transaction,  the gross margin on sales of Company owned  inventory
decreased from 20 to 18%
<PAGE>
        OPERATING   EXPENSES:   The  Company's   aggregate  operating  expenses,
exclusive of cost of merchandise  sold, for the year ended June 30, 1996 totaled
$5,212,521   compared  with  $6,121,401  for  the  year  ended  June  30,  1995,
representing an decrease of $908,880 (or 15%). The cost reduction  programs that
were  initiated  at the end of the year ended June 30,  1995  continued  to have
positive  results  throughout  the year ended June 30, 1996 with  reductions  in
costs from the  previous  year in the areas of  salaries  and wages of  $258,000
(13%); operations consulting fees, $134,000 (49%); marketing,  $74,000 (11%) and
contract labor, $71,000, (62%), as the significant improvement cost centers. The
reduction in overall  costs in  combination  with the revenue  increases had the
effect of reducing  operating  costs as a percent of operating  revenue from 53%
during the year ended June 30, 1995 to 34% for the year ended June 30, 1996.

     OTHER INCOME (EXPENSE):  The increase in other income during the year ended
June 30, 1996 over the previous year was primarily attributible to a pretax gain
from the sale of common shares of PICK Communications Corp of $1,067,000.

        Interest expense increased $156,944 (38%) to $567,848 for the year ended
June 30,  1996 as compared  to that of the  previous  year.  This  increase  was
attributable to higher average borrowings caused by the financing of the move to
the West  Caldwell,  New Jersey  facilities for the entire year compared to only
part of the previous year and marginally  higher investment in operating current
assets during the most recent year. The higher average borrowings contributed to
approximately  $57,000 of the interest  expense  increase.  The higher  interest
rates the Company paid for financing contributed  approximately $100,000 to this
increase  in  interest  expense.  The higher  interest  rates were caused by the
average prime rate being higher in the year ended June 30, 1996 than that of the
previous  year in addition to (I) the  increase on June 3, 1996 of the  interest
rate in the revolving  credit  facility with Brown Brothers  Harriman & Co. from
3/4 of 1% over the prime rate to 2% over LIBOR.

        PROVISION  (BENEFIT) FOR INCOME TAXES: For the year ended June 30, 1996,
the Company  recorded an income tax provision of $439,056  compared to a benefit
for income taxes of $538,921 for the  preceeding  year.  The provision  included
approximately   $217,000  of  deferred  tax  expense  which  was  provided  from
carryforwards generated from the prior year's loss.

        NET INCOME  (LOSS):  The Company  recorded net income for the year ended
June 30, 1996 of $536,383  compared to a net loss of $827,155 for the year ended
June 30, 1995. The main  components of this return to  profitability  during the
year ended June 30,  1996 was the  increase  in revenues  and  associated  gross
margins in conjunction with certain cost containment efforts as outlined above.


LIQUIDITY AND CAPITAL RESOURCES

     The Company  experienced a negative cash flow from operating  activities of
$2,284,410  for the year ended June 30, 1996 as compared to a negative cash flow
of  $1,060,478  for fiscal 1995,  an increase of  $1,223,922.  This increase was
primarily  attributable  to a decrease in payables to third party  consignors by
approximately $1,400,000, largely due to a substantial increase in the amount of
company owned inventory sold in the fourth quarter of the fiscal year ended June
30, 1996.  An increase in consignor  advances of  approximately  $857,000 and an
increase  in notes  receivable  of  $914,690  attributable  to a single  sale of
company owned inventory (see significant transaction footnote)

        The  Company  had a  positive  cash flow from  investing  activities  of
$349,562  for the year ended June 30, 1996 as compared to negative  cash flow of
$574,314  for the year ended June 30,  1995,  an increase of $923,876  primarily
attributable  to: (i) during  fiscal  1995 the  Company  expended  approximately
$562,000  related to the move to its new  location  and (ii) in fiscal  1996 the
Company  purchased  $460,000  of  investment  stock  and  sold a  portion  of it
resulting in proceeds of $1,008,000.
<PAGE>
        During the years ended June 30, 1995 and 1996, the Company  received net
proceeds of  $1,143,978  and  $1,121,078,  respectively  from the November  1994
private placement offering, the June 1995 Regulation S offering and the February
1996 issuance of a private placement warrant In addition,  the Company increased
its borrowings  under its revolving  credit  facility during the year ended June
30, 1996 in the amount of $895,000 and paid down on its term loans approximately
$480,000.  This  provided  for a net  increase  in cash  provided  by  financing
activities of approximately $1,536,000.

        The  revolving  credit  agreement  with  Brown  Brothers  Harriman & Co.
("Brown  Brothers")  was entered  into in May 1995,  and  provides  for a credit
facility  for working  capital  purposes in an aggregate  amount of  $6,000,000.
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, 1996,  borrowings under this facility aggregated  $5,640,000 and are payable
on demand. On June 29, 1995, the Company entered into a five year term agreement
for  $375,000  ($312,500  balance at June 30,  1996) 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.  At
June 30, 1995,  the Company was not in compliance  with a guideline  relating to
the  formula of earnings  before  interest,  depreciation  and taxes to interest
expense.  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  guideline 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.  The Company  believes that at June 30, 1996, it was in
compliance with such guidelines.

        A buyer of auctioned property may be permitted to take possession of the
property before payment is made. Most accounts  receivable are collected  within
30 to 60 days,  which is consistent  with business  practice in the  collectible
markets.  For the years  ended June 30,  1995 and 1996,  the  Company's  expense
relating to bad debt was approximately $190,400 and $146,131 respectively.  Over
the past ten years the  Company's  history of bad debts has been less than 1% of
aggregate  sales.  For the year ended June 30,  1995 and 1996 these  amounted to
 .97% and .49% 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 up to 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.
<PAGE>
        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's  capital  expenditures  for property and  equipment  were
approximately $120,000 in fiscal 1996. These expenditures were primarily used to
fund certain  computer systems upgrades which started during the year ended June
30, 1995 and as of June 30, 1996 were substantially complete.

        The Company has  developed  both a customer and  supplier  base of major
stamp dealers 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   because  the   predominate
participants are investors rather than collectors and professional dealers.

        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,  such as autographs  and  antiques,  and to initiate any other new
business activities.

         In September 1995, the Company acquired for an aggregate purchase price
of $260,000,  13.1%, or 4,500,000  shares,  of the outstanding  common shares of
Prime  International  Products,  Inc. (now known as PICK  Communications  Corp.)
("PICK"), the parent company of Public Info/Comm Kiosk, Inc., which is primarily
engaged in the business of issuing prepaid  telephone  cards. (At June 30, 1996,
the Company owned 4,112,289,  or 9.5% of the outstanding  common stock of PICK.)
Prepaid telephone cards are wallet-sized cards that are used to prepay telephone
charges and are one of the newest areas of contemporary collectibles both in the
United States and in other parts of the world.  Increasing collector interest in
telephone cards is reflected in the appearance of telephone card-related special
magazines,  trade  associations  and  international  auction fairs.  The Company
believes  that this stock  acquisition  will enable it to take  advantage of the
increasing  collector  and user interest in telephone  cards,  and may offer the
Company  the  opportunity  at a later date to become  directly  involved  in the
telephone card auction business. (The securities purchased by the Company, which
were acquired  directly from PICK, are restricted and accordingly are subject to
significant  restrictions  on  transferability.   Greg  Manning,  the  Company's
President, Chief Executive Officer and Chairman of the Board, is a member of the
Board of PICK.)
<PAGE>
        The fair value of the  Company's  investment  in PICK,  as stated in the
financial  statements  included  herein,  has  been  estimated  by  the  Company
utilizing  arms'  length  private  transactions,  in  PICK's  common  stock,  as
described in PICK's public filings under the Securities Exchange Act of 1934, as
amended.  Such valuation is contingent  upon PICK'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 will adopt Statement 121 in the first quarter of the year ended June 30,
1997 and,  based on current  circumstances,  does not  believe the effect of the
adoption will be 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 . . . . . . . . . . . . . . . . . . . . . . . 

Consolidated Balance Sheet -- June 30, 1996  . . . . . . . . . . . . . . . . . .

Consolidated Statements Of Operations -- Years ended June 30, 1995 and
June  30,  1996  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Stockholders' Equity--Years ended June 30,
1995  and  June  30,  1996 . . . . . . . . . . . . . . . . . . . . . . . .. . . 

Consolidated Statements of Cash Flows -- Years ended June 30, 1994 and
June  30,  1996  . . . . . . . . . . . . . . . . . . . . . . .  ..  . . . . . . 

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



<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. as of June 30, 1996, and the related consolidated  statements of
operations,  retained  earnings,  and cash flows for the year then ended.  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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit 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 audit provides 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, 1996, and the results of its
operations  and its cash  flows  for the year  then  ended  in  conformity  with
generally accepted accounting principles.

Amper, Politziner & Mattia

October 15, 1996
Edison, New Jersey






<PAGE>
Report of Independent Accountants






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

In our opinion,  the  accompanying  consolidated  statements of  operations,  of
stockholders'  equity and of cash flows for the year ended June 30, 1995 present
fairly,  in all material  respects,  the results of operations and cash flows of
Greg Manning  Auctions,  Inc. and its  subsidiaries  for the year ended June 30,
1995,  in  conformity  with  generally  accepted  accounting  principles.  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  audit.  We  conducted  our audit of these  statements  in  accordance  with
generally accepted auditing standards which require that we plan and perform the
audit 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,
assessing the  accounting  principles  used and  significant  estimates  made by
management, and evaluating the overall financial statement presentation. We have
not audited the consolidated financial statements of Greg Manning Auctions, Inc.
for any period subsequent to June 30, 1995.

Price Waterhouse LLP
Morristown, New Jersey
October 12, 1995


 .





<PAGE>
<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 1996

                                     ASSETS
<S>                                                                             <C>
Current assets:
Cash and cash equivalents                                                               $558,506
Accounts receivable
     Auctions receivable                                                               8,593,414
     Advances to consignors                                                            2,094,485
Notes receivable - current portion                                                       586,897
Inventory                                                                              2,796,226
Due from affiliate - CRM                                                                  38,622
Income tax receivable                                                                     34,345
Deferred tax asset                                                                        97,000
Prepaid expenses and deposits                                                            309,833
                                                                                 ----------------
     Total current assets                                                             15,109,328
Property and equipment, net                                                              802,456
Goodwill                                                                               1,789,483
Marketable securities                                                                  2,580,000
Notes receivable - long-term portion                                                     847,125
Other assets                                                                             732,275
                                                                                 ================
     Total assets                                                                    $21,860,667
                                                                                 ================

                        LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Demand notes payable                                                                  $6,040,000
Notes Payable - current portion                                                          226,506
Payable to third party consignors                                                      4,302,790
Accounts payable                                                                         764,627
Accrued expenses                                                                         271,347
Income taxes payable                                                                     333,908
                                                                                 ----------------
     Current liabilities                                                              11,939,178
Notes payable - long-term portion                                                        486,519
Deferred income taxes                                                                    940,521
                                                                                 ----------------
     Total liabilities                                                                13,366,218
                                                                                 ----------------
Commitments and Contingencies                                                                  -
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                                                             6,820,981
Unrealized gain on marketable securities                                               1,405,000
Retained earnings                                                                        224,268
                                                                                 ----------------
     Total stockholders' equity                                                        8,494,449
                                                                                 ----------------
     Total liabilities and stockholders' equity                                      $21,860,667
                                                                                 ================

                         See accompanying notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                          YEARS ENDED JUNE 30,
                                                                   ----------------------------------
                                                                        1995              1996
                                                                   ----------------  ----------------

<S>                                                               <C>                <C>
Operating revenues
     Sales of merchandise                                               $8,532,935       $12,751,561
     Commissions from third parties                                      2,998,644         2,682,452
     Commissions from affiliate - CRM                                       20,072             3,177
                                                                   ----------------  ----------------
                                                                        11,551,651        15,437,190
                                                                   ----------------  ----------------
Operating expenses
     Cost of merchandise sold                                            6,789,071        10,029,596
     General and administrative                                          5,455,963         4,620,947
     Marketing                                                             665,438           591,573
                                                                   ----------------  ----------------
                                                                        12,910,472        15,242,116
                                                                   ----------------  ----------------
        Operating profit (loss)                                                              195,074
Other income (expense)                                                  (1,358,821)    
     Gain on sale of marketable securities                                       -         1,067,303
     Interest and other income                                             403,649           280,910
     Interest expense                                                     (410,904)         (567,848)
                                                                   ----------------  ----------------
        Income (loss) before income taxes                               (1,366,076)          975,439

Provision (benefit) for income taxes                                      (538,921)          439,056
                                                                   ----------------  ----------------
     Net Income (loss)                                                    (827,155)          536,383
                                                                   ================  ================
Weighted average number of shares outstanding
     and common share equivalents                                        2,968,971         4,379,673
                                                                   ----------------  ----------------
Earnings (loss) per common and common equivalent share                      $(0.28)            $0.12
                                                                   ================  ================


                           See accompanying notes to financial statements
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                           GREG MANNING AUCTIONS, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                       YEARS ENDED JUNE 30, 1995 AND 1996


                                                                                Unrealized    Retained
                         PREFERRED STOCK          COMMON STOCK      Additional  Gain 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. 1994       -        -        2,795,000    $27,950  $4,572,175     $-           $515,040   $5,115,165

Issuance of Stock, net                           757,500      7,575   1,048,903                              1,056,478

Proceeds from exercise
of warrants                                       55,161        552      86,948                                 87,500

Net (loss)                                                                                       (827,155)     (827,155)
                        _________  ________    _________   ________  _________   __________   ______________  __________
Balance, June 30, 1995          -         -    3,607,661     36,077   5,708,026          -       (312,115)    5,431,988

Proceeds from exercise
of warrants - net                                812,336      8,123   1,012,955                              1,021,078

Proceeds from Sale Warrant                                              100,000                                100,000

Unrealized gain on
marketable securities                                                             1,405,000                  1,405,000

Net income                                                                                         536,383     536,383
                        _________  ________   _________   ________  __________    __________   _____________ ___________
Balance, June 30, 1996        -         -      4,419,997    $44,200  $6,820,981  $1,405,000       $224,268  $8,494,449
                        =========  ========   ==========  ========  ==========    ===========  ============= ===========


                 See accompanying notes to financial statements
</TABLE>




<PAGE>

<TABLE>
<CAPTION>


                                      GREG MANNING AUCTIONS, INC.
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                              YEARS ENDED JUNE 30,
                                                                         -------------------------------
                                                                              1995            1996
                                                                         ---------------  --------------
<S>                                                                       <C>               <C>
Cash flows from operating activities:
     Net income (loss)                                                    $   (827,155)        $536,383
     Adjustments  to reconcile  net income  (loss) to net cash
     provided by (used in) operating activities:
        Depreciation and amortization                                          190,949          339,013
        Provision for bad debts                                                190,400          146,131
        Gain on sale of marketable securities                                                (1,067,303)
        Deferred tax expense (benefit)                                        (310,923)         217,043
        Changes in assets (increase) decrease:
            Auctions receivable                                             (1,433,234)        (227,743)
            Advances to consignors                                              54,881         (857,281)
            Other receivables                                                  250,805
            Notes receivable                                                                   (737,466)
            Inventory                                                          382,038           54,301
            Due from affiliate - CRM                                           514,407          (38,622)
            Income taxes receivable                                           (263,256)         228,911
            Prepaid expenses                                                  (298,534)         106,311
            Other assets                                                      (544,829)          (2,696)
        Changes in liabilities (decrease) increase
            Payable to third-party consignors                                2,543,179       (1,394,933)
            Accounts payable                                                  (599,702)        (273,354)
            Customer deposits                                                 (515,871)               -
            Accrued expenses and other liabilities                            (393,633)         117,495
            Income taxes payable                                                     -          169,400
                                                                         ---------------  --------------
                                                                            (1,060,478)      (2,284,410)
                                                                         ---------------  --------------
Cash flows from investing activities:
     Capital expenditures for property and equipment                          (562,480)        (119,260)
     Additional goodwill                                                       (11,834)         (79,178)
     Purchase of marketable securities and other assets                                        (460,000)
     Proceeds from sale of marketable securities                                              1,008,000
                                                                         ---------------  --------------
                                                                              (574,314)         349,562
                                                                         ---------------  --------------
Cash flows from financing activities:
     Proceeds from notes payable                                             4,745,000        1,295,000
     Repayment of Nat West-NJ                                               (4,950,000)
     Proceeds from loans payable                                               675,000
     Repayment of loans payable                                               (328,159)        (479,525)
     Net proceeds from issuance of stock                                     1,143,978        1,121,078
                                                                         ---------------  --------------
                                                                             1,285,819        1,536,553
                                                                         ---------------  --------------
Net decrease in cash and cash equivalents                                     (348,973)        (398,295)
Cash and cash equivalents at beginning of period                             1,305,774          956,801
                                                                         ===============  ==============
Cash and cash equivalents at end of period                                     $956,801        $558,506
                                                                         ===============  ==============
                            See accompanying notes to financial statements
</TABLE>


<PAGE>
                           GREG MANNING AUCTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 1995 AND 1996




 (1) ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION

        The primary  line of business of Greg  Manning  Auctions,  Inc.  and its
wholly-owned subsidiaries (the "Company") is conducting auctions,  private sales
of collectibles, including rare stamps, stamp collections and stocks, as well as
other  collectibles  including  sports  trading  cards and  sports  memorabilia,
antiquities  and, until recently,  Americana  collectibles.  Auction  activities
occur in New York City and various locations in New Jersey.

 (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

        In addition to auction sales, the Company also sells via private treaty.
This  occurs when an owner of  property  arranges  with the Company to sell such
property  to  a  third  party  at  a  privately  negotiated  price.  In  such  a
transaction,  the owner may set selling price parameters for the Company, or the
Company may solicit selling prices for the owner,  and the owner may reserve the
right to reject any selling price. In certain  transactions,  the Company may be
requested  to  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, or
in the case of a guaranteed fixed price, the difference between the actual sales
price and the guaranteed fixed price when the properties are sold.

        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 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.
<PAGE>

                           GREG MANNING AUCTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 1995 AND 1996


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.

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

INVENTORIES
    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  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, 1996 was $165,275. Amortization of goodwill was $51,352 and $86,233 for the
years ended June 30, 1995 and 1996, 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.


<PAGE>
                           GREG MANNING AUCTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 1995 AND 1996


        Approximately   $456,000  of  other   investments,   which   consist  of
nonmarketable   investments   in  private   companies  and  a  venture   capital
partnership,  are carried at the lower of cost or net  realizable  value and are
included in other assets.

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, 1996 because of the relative  short  maturity of these  instruments.
The carrying value of notes  receivable,  demand notes payable to bank and notes
payable approximated fair value at June 30, 1996 based upon quoted market prices
for the same or similar instruments.

STOCK ISSUED TO EMPLOYEES
        The Company has elected to follow  Accounting  Principles  Board Opinion
No.  25,  Accounting  for  Stock  Issued  to  Employees  ("APB25")  and  related
interpretations  in  accounting  for its employee  stock  options.  Under APB25,
because the exercise  price of the Company's  employee  stock options equals the
market  price of the  underlying  stock on the date of  grant,  no  compensation
expense is recognized.

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.

EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE
        Earnings (loss) per common and common  equivalent share of the Company's
Common Stock is computed using the weighted  average number of common and common
equivalent shares  outstanding for each year. Primary and fully diluted earnings
per share  are the same for the year  ended  June 30,  1996.  Outstanding  stock
options  and  warrants  for the year  ended  June 30,  1995 were  excluded  from
earnings per common share computations because they are antidilutive.

 (3) SIGNIFICANT TRANSACTIONS

     On June 25, 1996 an individual  purchased  certain inventory for $1,200,000
which increased  operating  profit by $713,000.  Included in notes receivable is
$913,000 related to the transaction.

     Also during the fourth quarter and individual and related  entities certain
inventory  for  $1,735,000  (included  in  receivables  at June 30,  1996) which
increased operating profit by $397,000.

     The foregoing transactions ar collateralized by certain assets. The Company
has the right to sell such assets upon certain defined circumstances of default.

 (4) CONCENTRATION OF CASH

          The Comapany  maintains its cash in bank deposit  accounts  which,  at
times may exceed federally  insured limits.  The Company has not experienced any
losses in such accounts.

 (5) RECEIVABLES

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

        As of June 30, 1996,  the  allowance for doubtful  accounts  included in
auction receivables was $125,000.

<PAGE>
                           GREG MANNING AUCTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 1995 AND 1996


<TABLE>
<CAPTION>

(6) NOTES RECEIVABLE

        <S>                                                                     <C>
        In connection with sale of Americana division, due
        in quarterly installments of $20,000                                    $100,000

        In connection with sale of merchandise,  due in monthly  installments 
        of $9,250, including interest at 11.08%, maturing June 30, 2001          419,332

        In connection with sale of merchandise, due in quarterly installments
        of $100,000, including interest at 8.25%, maturing November 4, 1998     914,690
                                                                                ---------
        Total                                                                $ 1,434,022
        Less: current portion                                                    586,897
                                                                                ---------
        Notes receivable - long-term portion                                     847,125
                                                                                =========



<CAPTION>

(7) INVENTORIES

        <S>                                                                     <C>
        Inventories as of June 30, 1996 consisted of the following:
                    Stamps                                                      $2,126,974
                    Sports Cards and Sports Memorabilia                            431,640
                    Antiquities                                                    237,612
                                                                                ----------
                                                                                $2,796,226
                                                                                ==========

<CAPTION>

 (8) PROPERTY AND EQUIPMENT, NET

        Property  and  equipment  and the  related  accumulated  depreciation  &
amortization at June 30, 1996 consisted of the following:
                                                                         Estimated
                                                                        USEFUL LIVES
<S>                                                      <C>             <C>      
             Equipment                                   $ 467,006       3-5 years
             Furniture and fixtures                         64,836       3-5 years
             Vehicles                                       59,358       3-5 years
             Property under capital leases                 185,394       3-5 years
             Leasehold Inprovements                        401,332         5 years
                                                         ---------
                                                         1,177,926

             Less accumulated depreciation
                and amortization                           375,470
                                                         ---------
             Net property and equipment                    802,456
                                                         =========
</TABLE>


        Depreciation and amortization  expense for the years ended June 30, 1995
and  1996  was  $139,599  and  $252,780,  respectively.  These  amounts  include
amortization  expense relating to assets under capitalized leases of $42,177 and
$62,767 for the years ended June 30, 1995 and 1996, respectively.

<PAGE>

                           GREG MANNING AUCTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 1995 AND 1996
<TABLE>
<CAPTION>


(9) INCOME TAXES

     Deferred  tax  attributes  resulting  from  differences  between  financial
accounting amounts and tax bases of assets and liabilities are as follows:

                                                                           June 30,
                                                             -------------------------------------
                                                                  1995                 1996
                                                             ----------------     ----------------
<S>                                                          <C>                  <C>
             Current assets and liabilities
                  Allowance for doubtful accounts                    $57,540              $50,178
                  Inventory valuation reserve                          5,460               19,970
                  Depreciation                                         9,966                    -
                  Goodwill amortization                              (12,435)                   -
                  Net operating loss carryforward                    250,392               26,852
                                                                    ---------              -------
             Net current deferred tax asset                        $ 310,923              $97,000
                                                                    ---------              -------

             Noncurrent assets and liabilities
                  Unrealized gain on marketable securities                 -             (937,401)
                  Depreciation                                             -               12,880
                  Goodwill amortization                                    -              (16,000)
                                                                    ---------             --------
             Net noncurrent deferred tax asset (liability)         $       -             (940,521)
                                                                    ---------            ---------
<CAPTION>


The provisions for income taxes consist of the following:

                                                                     Years ended June 30,
                                                             -------------------------------------
                                                                  1995                 1996
                                                             ----------------     ----------------
<S>                                                               <C>                    <C>     
                  Current tax expense (recovery)                  $(482,435)             $222,013
                  Deferred tax expense                              (56,486)              217,043
                                                                    --------             ---------
                                                                  $(538,921)             $439,056
                                                                    --------             ---------
<CAPTION>

The  provision  for  income  taxes for the year  ended  June 30,  1996 have been
reduced by $130,000 from the benefit of net operating loss carryforwards.

A  reconciliation  between the actual  income tax expense  (benefit)  and income
taxes computed by applying the statutory Federal income tax rate is as follows:

                                                                     Years ended June 30,
                                                             -------------------------------------
                                                                  1995                 1996
                                                             ----------------     ----------------
<S>                                                               <C>                    <C>     
                  Federal Income Tax (Benefit) at 34%             $(464,465)             $332,000
                  State income Tax (Benefit)                        (72,129)               59,000
                  Non-deductible goodwill                                 -                40,000
                  Other                                              (2,327)                8,056
                                                                     -------               -------
                                                                  $(538,921)             $439,056
                                                                   ---------               -------
</TABLE>


     The Company has net operating loss  caryforwards  for state tax purposes of
$450,000  expiring in 2002.
<PAGE>


                           GREG MANNING AUCTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 1995 AND 1996



 (10) MARKETABLE SECURITIES

In September  1995,  The Company  acquired  13.1%,  or  4,500,000  shares of the
outstanding  common shares of PICK  Communications  ("PICK")  (name changed from
Prime International Products,  Inc.), which is primarily engaged in the business
of  issuing  prepaid  telephone  cards.  At  June  30,  1996,  these  securities
classified  as available  for sale having a cost of $237,599 and a fair value of
approximately $2,580,000 resulted in an unrealized gain of $2,342,000, which was
offset by deferred  income taxes of $937,000.  The increase in net  valuation of
$1,405,000 was credited to a separate component of Stockholders  Equity.  During
the year ended June 30, 1996, the Company sold 387,711 of its shares of PICK for
approximately  $1,090,000,  resulting in a pretax gain on the sale of marketable
securities of  approximately  $1,067,000.  As of June 30, 1996, the Company owns
9.5% or 4,112,289  shares of PICK.  The shares  acquired by the Company were not
registered  under the Securities Act and accordingly are subject to restrictions
on  transferability.  Greg Manning,  the Company's  President,  Chief  Executive
Officer and Chairman of the Board is a member of the Board of PICK.

The fair value of PICK has been estimated by the Company's  management utilizing
arms-length private  transactions in PICK's common stock, as described in PICK's
public  filings  under the  Securities  Exchange  Act of 1934,  as amended.  The
valuation  assigned to this  investment  is  contingent  upon PICK's  ability to
generate future cash flows and it is reasonably  possible,  based upon a reading
of such public filings, that the estimate could change substantially in the near
term.




 (11) LEASES

The Company conducts its business on premises leased in various  locations under
leases that expire  through the year 2000.  The Company  utilizes  property  and
equipment under both operating and capital leases. Future minimum lease payments
under noncancelable leases in effect at June 30, 1996 are set forth below:

                  1997                                           $330,298
                  1998                                            328,590
                  1999                                            304,065
                  2000                                            172,365
                  2001                                             19,040
                  Thereafter                                            -
                                                         ----------------
                  Total future minimum lease payments          $1,154,358
                                                         ================

Rent  expense was  $329,854  and  $329,139 for the years ended June 30, 1995 and
1996, respectively.



<PAGE>



                           GREG MANNING AUCTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 1995 AND 1996



 (12) RELATED-PARTY TRANSACTIONS

     One of the individuals  included in the significant  transactions  footnote
(note 3),  provides  public  relations  and  financial  advice  to the  Company.
Included in prepaid expense is  approximately  $225,000 for these services to be
performed  through  June 1, 1998.  In  addition,  the  Company  has issued  this
individual a warrant to purchase 400,000 shares of the Company's stock (see Note
19).

     The Company accepts rare stamps and other  collectibles for sale at auction
on a  consignment  basis  from  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 sellers 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,  1995 and 1996,  such  auction  and
private  treaty  sales  (net of  commission)  amounted  to $65,489  and  $9,529,
respectively.

                 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, and at
June 30, 1996, owned 29% of the shares of the Company's common stock.



 (13) Demand Notes Payable

     The Company has a revolving credit agreement with Brown Brothers Harriman &
Co. ("Brown  Brothers")  pursuant to which Brown Brothers  agreed to provide the
Company with a credit  facility of up to $6,000,000.  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 the facility  bear interest at the rate of 2%
above Brown  Brothers base rate,  which was 8 1/4% at June 30, 1996.  Borrowings
outstanding  at June 30, 1996  aggregated  $5,640,000 and are payable on demand.
The  initial  borrowings  under the  facility  were used to pay off  outstanding
amounts under the Company's previous credit facility.

     Unsecured  note payable to an individual,  due on demand  monthly  interest
payments at 12%.

The Company's  obligations  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.  The
Company  believes  that  at  June  30,  1996,  it was in  compliance  with  such
guidelines.

 (14) Notes Payable

Note  payable to Brown  Brothers,  monthly  principal
payments  of $6,250  plus interest at the banks base rate
plus 1 1/2%, through June 2000. Personally guaranteed by the
Chairman of the Company. (see note 13)                                $312,500

Note payable in  connection  with  purchase of  inventory,
quarterly  principal payments of $33,750 plus interest at
8%, through August 1998.                                               270,000

Various capital lease obligations,  agregate monthly 
payments of $5,300, through October 2000.                              130,525
                                                                      ---------
                                                                       713,025
Less current portion                                                   226,506
                                                                      ---------
Notes payable - long-term portion                                      486,519
                                                                      =========

<PAGE>


                           GREG MANNING AUCTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 1995 AND 1996



The  approximate  aggregate  amount of all  long-term  maturities  for the years
ending June 30 are as follows:
                                         1997                       $226,506
                                         1998                        263,125
                                         1999                        105,434
                                         2000                        100,540
                                         2001                         17,420


                

 (15) SALE OF DIVISION

                   On  August  23,  1995,  the  Company   entered  into  various
agreements with Charles G. Moore Americana,  Ltd., pursuant to which the Company
sold to Moore  Americana  all of the  assets  of the  Americana  Division.  (Mr.
Charles Moore was formerly the director of that  division.) The selling price of
the Americana Division consisted of (i) $210,000, payable over approximately two
years,  commencing  September 30, 1995,  and (ii) the sale of  inventory,  at an
amount equal to the "original cost value" of such  inventory ( or  approximately
$480,500). The inventory sale resulted in no gain or loss. The $210,000 purchase
price was accounted for as a direct reduction of goodwill.


 (16) 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 $34,507 and $79,178 for the years ended June
30,  1995 and  1996,  respectively,  and are  accounted  for as an  increase  to
goodwill and amortized over the goodwill's remaining life.

 (17) SIGNIFICANT AGREEMENTS

AGREEMENTS WITH CRM

                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, 1996, consignments by CRM accounted for
$12,706, or less than 1% of the Company's aggregate sales,  generating $3,177 in
commission revenues, or less than 1% of aggregate revenues.
<PAGE>
                           GREG MANNING AUCTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 1995 AND 1996


                   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.

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 has a term which
ends on June 30, 1997 and provided for Mr.  Manning's  services as President and
Chief  Executive  Officer of the Company,  with an annual salary of $175,000 for
the years  ended June 30,  1996 and 1997,  plus a bonus  based on the net income
before income taxes of the Company

                The agreement with Mr. Tully,  as amended,  has a term ending on
June 30, 1998 and provides for his services as Executive  Vice President with an
annual salary of $124,353 for the year ended June 30, 1996, plus an annual bonus
based on the income before income taxes of the Company.

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


 (18) SUPPLEMENTARY CASH FLOW INFORMATION
<TABLE>
<CAPTION>

                Following is a summary of supplementary cash flow information:

                                                              For the years ended June 30,
                                                            ---------------------------------
                                                                1995                1996
                                                            -------------       -------------
<S>                                                             <C>                 <C>     
Interest paid                                                   $379,139            $556,801
Income taxes paid                                                      -              53,121
Noncash investing and financing activities:
   Acquisition of fixed assets under capital leases               30,280             115,971
   Note receivable in conjunction with sale of division                              210,000
   Sale of PICK stock relating to purchase of inventory                               81,704
   Acquisition of PCT stock relating to sale of inventory                            200,000
   Acquisition of inventory under note payable                                       270,000
</TABLE>



 (19) 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  (the  "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 29,  1995,  after  taking into
account certain  adjustments,  each Warrant entitles its holder to purchase 1.24
shares of Common Stock at a price of $2.7733 per share
<PAGE>

                           GREG MANNING AUCTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 1995 AND 1996



and is exercisable  for a four year period  commencing May 14, 1994. At June 30,
1996, 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  (the  "Unit  Purchase  Warrants"),  each of which  initially
entitled the holder to purchase, through May 14, 1998, one Unit (each consisting
of two shares of Common Stock and two  Underwriters'  Warrants  (as  hereinafter
defined))  at an exercise  price of $10.31 per Unit.  As a result of the private
placement  offering,  the  Regulation S offering and the issuance of the warrant
referred to below, the  underwriters to whom Unit Purchase  Warrants were issued
in connection  with the Company's  initial  public  offering were entitled to an
adjustment in the exercise  price of such Unit Purchase  Warrants from $10.31 to
$6.8456  each,  and an  adjustment  in the  number  of units  for which the Unit
Purchase  Warrants are  exercisable  from one unit per Unit Purchase  Warrant to
1.50608  units per Unit  Purchase  Warrant.  The  warrants  (the  "Underwriters'
Warrants")  issuable upon exercise of the Unit Purchase Warrants will be subject
to the same terms and conditions of the Warrants,  except that the Underwriters'
Warrants will not be freely  transferable  and will not be subject to repurchase
by the  Company.  At June  30,  1996,  none of the  Unit  Purchase  Warrants  or
Underwriters' Warrants had been exercised.

                On  November  4,  1994,  in  a  private   placement  to  certain
"accredited"  investors,  the Company sold 257,500 shares of its common stock at
$2.00 per share.  For the purchase price,  each investor also received a warrant
(the "Purchaser  Warrants") which initially  entitled the holder to purchase one
share of Common  Stock at $1.75 per share  (amended  from $2.25 per share).  The
number of shares  of  Common  Stock  issuable  upon  exercise  of the  Purchaser
Warrants was subsequently  increased to 1.13 shares,  and the exercise price was
subsequently  reduced to $1.5528  per share.  In  connection  with such  private
placement,  the Company also issued  warrants  (the  "Agents'  Warrants") to the
placement  agents in the private  placement,  exercisable  for 72,720  shares of
Common Stock at an exercise  price of $1.74 per share.  At June 30, 1996, all of
the Purchaser  Warrants and Agents'  Warrants had been exercised.  . The Company
received  approximately  $336,000 in net  proceeds  from the  private  placement
offering in the year ended June 30,  1995 and  approximately  $490,000  from the
exercise of these warrants in the year ended June 30, 1996.

                On June 29, 1995, the Company  consummated an offshore  offering
for sale of 500,000 units of its securities (the "Regulation S Offering"). For a
purchase  price of $1.50  per unit,  each  purchaser  received  one share of the
Company's  Common Stock and one warrant to purchase an additional share at $1.50
per warrant (subject to certain adjustments). The Regulation S Offering was made
solely to certain offshore investors in compliance with, and under the exemption
to registration  provided by,  Regulation S under the Act. At June 30, 1996, all
the warrants had been exercised.  The Company received approximately $721,000 in
net proceeds from the  Regulation S Offering in the year ended June 30, 1995 and
$750,000 from the exercise of these warrants in the year ended June 30, 1996.

                In February  1996,  the  Company  issued to an  individual  in a
private  placement,  a warrant to purchase,  at any time prior to March 1, 1997,
400,000  shares of the Company's  Common Stock at an exercise price of $4.00 per
share.  The  purchase  price for the warrant was  $100,000.  Upon request of the
investor,  the  Company  has  agreed to  register  the  shares  of Common  Stock
underlying the warrant under the Securities Act of 1933, as amended, the cost of
which (other than allocable overhead) will be borne by the investor.

STOCK OPTION PLAN

                The  Company's  1993 Stock Option Plan, as amended (the "Plan"),
that  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 Stock  Option  Committee  (the
Committee) of the Board of Directors shall
<PAGE>

                           GREG MANNING AUCTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 1995 AND 1996

select. A total of 650,000 shares of common stock has been reserved for issuance
pursuant to the plan. The option exercise price per share shall be determined by
the  Committee  in its sole  discretion;  provided,  however,  that  the  option
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.  Outlined
below is a summary of the changes under the Plan:
<TABLE>
<CAPTION>

                                                 Number                    Option prices
                                                of shares                    per share
                                            -----------------            -------------------
<S>                                         <C>                          <C>
Outstanding at June 30, 1994                     304,500                   $  3.375-3.875
   Granted                                        80,000                       2.00-2.375
   Exercised                                           -                                -
   Canceled                                      (77,000)                     3.375-3.875
                                            -----------------            -------------------
Outstanding at June 30, 1995                     307,500                    $  2.00-3.375
   Granted                                       221,000                      2.812-3.312
   Exercised                                           -                                -
   Canceled                                      (34,000)                     2.812-3.375
                                            -----------------            -------------------
Outstanding at June 30, 1996                     494,500                    $  2.00-3.375
                                            -----------------            -------------------
Exercisable at June 30, 1996                     271,250                    $  2.00-3.375
                                            -----------------            -------------------
</TABLE>


                Unless otherwise determined by the stock option committee of the
company's  board of  directors,  each option  shall become  exercisable  in four
substantially equal installments, the first of which shall become exercisable on
the first anniversary of the date of the grant, and the remaining three of which
shall  become  exercisable,  respectively,  on  the  second,  third  and  fourth
anniversaries of the date of the grant.

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.

 (20) SUBSEQUENT EVENT

     In september  1996,  the company  entered into a letter  agreement  setting
forth the  principal  terms of the  acquisition  of the Latham  Companies,  inc.
("LCI"),  the parent company of Larry Latham  Auctioneers,  Inc. ("LLA"),  among
other  companies.  LLA is engaged in the  business of  conducting  sales of real
estate through public auction.

     Under the terms of the letter  agreement,  the Company  will acquire all of
the  stock of LCI in  exchange  for  1,661,874  shares  of  common  stock of the
Company.  LCI will become a wholly owned  subsidiary  of the Company,  and larry
latham,  currently  the chief  executive  officer  of LCI,  will  remain in such
position.

     The  transaction is subject to the  completion of additional  documentation
and the obtaining of various approvals.




<PAGE>


ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
     DISCLOSURE.
     ---------------------------------------------------------------------------

On October 31, 1995, the Company  dismissed,  with Board of Directors  approval,
Price  Waterhouse,  LLP (PW) as its  independent  auditors  and  engaged  Amper,
Politziner & Mattia as its  independent  auditors for the Company's  fiscal year
ended June 30, 1996.


                                    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 50, 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. 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.

William T. Tully,  Jr., age 50, has been Executive Vice President of the Company
since  August 14, 1994.  From August 12, 1993 to August 14, 1994,  Mr. Tully was
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,  Mr. Tully was a director.  Mr. Tully was  Executive
Vice President of the Company since its inception in 1981 until August 12, 1993.
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 56, 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.

Robert J. Gesso,  age 44, has been Secretary of the Company since  September 12,
1994.  Mr. Gesso was the  secretary,  treasurer and controller of Y & S Candies,
Inc. from 1985 to 1994.

Daniel  M.  Kaplan,  age 51,  was  retained  by the  Company  to  serve as Chief
Financial  Officer on October 18,  1995.  Mr.  Kaplan  served as  controller  of
Horowitz Rae Book  Manufacturers,  Inc. from 1994 to 1995, as controller of Apex
One, Inc. during 1993 and as a private management  consultant from 1991 to 1993.
Mr. Kaplan was associated with Spectra Physics,  Inc. And The Newark Group, Inc.
from 1976 to 1991.

William J. Dolan,  age 47, has been a director of the Company since  December 8,
1992. Mr. Dolan has been President of Dolan/Wohlers, a printing company which he
co-founded,  since  1973.  In  1990,  Mr.  Dolan  co-founded  Limtech,  Inc.,  a
manufacturer  and  distributer  of  printing  chemicals,  and has  served as its
President since its inception.

Scott S. Rosenblum, age 47, 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.
<PAGE>
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.  William Tully
has been elected to serve until the 1996 annual meeting of stockholders. Messrs.
William Dolan and Scott S.  Rosenblum  have been elected to serve until the 1997
annual meeting of stockholders. Greg Manning has been elected to serve until the
1998 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.

The following sets forth the name of each officer, director and beneficial owner
of more than 10% of the  Common  Stock of the  Company  who  failed to file on a
timely basis, as described on Forms 3, 4 and 5 and amendments  thereto furnished
to the Company,  reports  required by Section 16 (a) of the Securities  Exchange
Act of 1934 during the year ended June 30,  1996 and prior  years and,  for each
such person,  the number of late reports,  the number of transactions  that were
not reported on a timely basis and any known failure to file a required form:

Daniel M. Kaplan (officer) : For year ended June 30, 1996, one late report.

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:

Anthony  L.  Bongiovanni,  Jr.,  age  37,  is  President  of  Micro  Strategies,
Incorporation,  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.
<PAGE>
Sir Ronald  Brierley,  age 58, 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,  and in 1989,  he  acquired a  significant  interest in Stanley
Gibbons, Ltd., a world renown stamp company located in London, England.

Robert G.  Driscoll,  age 64, 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 87, 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 77,  is  President  of  House  of  Collectors,  a retail
collectibles  business, as well as President of Herb LaTuchie Auctions, a public
auction  house of  stamps.  He 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 70, 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 54, 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.
<PAGE>

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, 1996 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, 1996 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, 1996 and is incorporated by reference.


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,  1996 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

                  None

         (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 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.
<PAGE>
     10.4  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.

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

     10.6  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.

     10.7 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.

     10.8  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.

     10.9 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.

     10.10 Demand Promissory Note, dated June 3, 1996, of Greg Manning Auctions,
Inc.(Maker) to Brown Brothers Harriman & Co. (Holder).*

     10.11 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.

     10.12 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.

     10.13 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.

     10.14 Form of  Purchase  Warrant,  in  connection  with the  offering  made
pursuant tothe  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.*

     23.2 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: OCTOBER 14, 1996

                                              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:  OCTOBER 14, 1996

                                              GREG MANNING
                                              CHAIRMAN OF THE BOARD
                                              CHIEF EXECUTIVE OFFICER & DIRECTOR
                                              (PRINCIPAL EXECUTIVE OFFICER)



                                              DANIEL M. KAPLAN,
                                              CHIEF  FINANCIAL OFFCIER
                                              (PRINCIPAL FINANCIAL OFFCIER)



                                              WILLIAM J. DOLAN
                                              DIRECTOR



                                              WILLIAM T. TULLY, JR.,
                                              EXECUTIVE VICE PRESIDENT


                                              ROBERT J. GESSO
                                              SECRETARY