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, 1997
                                                         OR

[ ]               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from             to

                         Commission file number 1-11988

                           GREG MANNING AUCTIONS, INC.
                 (Name of Small Business Issuer in Its Charter)

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

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

Registrant's telephone number, including area code:  (973) 882-0004

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


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 $15,051,165.
<PAGE>

        The aggregate market value of the Common Stock held by non-affiliates of
the Issuer as of September  22, 1997 (based on closing sale price of $2.1875 per
share as reported on NASDAQ), was $6,824,993.

        As of October 10, 1997,  Issuer had 4,419,997 shares of its Common Stock
outstanding.


        Portions of the Registrant's  definitive proxy statement,  which will be
filed within 120 days of June 30, 1997, are  incorporated by reference into Part
III.

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








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<PAGE>



                                     PART I.

Item 1. DESCRIPTION OF BUSINESS

GENERAL

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

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

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

     The  Company  seeks to provide  the highest  quality  service and  personal
attention to its clients.  The Company's  longevity in its core business of rare
stamps,  stamp  collection  and stock  auctions  has  enabled  it to  develop an
international  network of  clients,  both  dealers  and  collectors,  buyers and
sellers,  who use the  Company's  services on a  consistent  basis.  The Company
believes that its extensive  auction and marketing  experience in the rare stamp
markets can be applied and utilized in other areas of the collectibles business.
The Company has expanded by taking advantage of such  opportunities  through its
acquisition of Ivy & Mader and will consider other acquisitions as appropriate.

PHILATELY

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

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

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

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

     As noted above, the Company believes that the combination of GMA with Ivy &
Mader creates one of the world's largest combined philatelic auction houses, and
provides a competitive advantage to the Company through the complementary nature
of the  two  companies'  distinct  specialty  areas.  Because  of  the  relative
sophistication  of the  operations  and computer  support of the two firms,  the
Company believes that significant  efficiencies may be obtained by combining the
two systems,  and taking the best  features  from both  systems.  The  resulting
operating  system and computer  related auction support system may be replicated
many times over for use by other  auction firms that are acquired or merged into
the Company's combined operations.

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

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

SPORTS TRADING CARDS AND SPORTS MEMORABILIA

     Recognizing the growing interest in sports trading cards and sports
memorabilia,  the Company broadened its business in November 1991 to include the
sale of such sports collectibles. The sports collectibles industry is relatively
new and immature,  when compared to philately and certain other more traditional
collectibles such as rare coins and antiquities.  However,  it has grown rapidly
in recent  years,  with the emergence of price guides and hobby  magazines,  and
appears to be continuing to experience increasing collector interest.

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

CLIENT SERVICES AND METHODS OF SALE FOR COLLECTIBLES OWNERS

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

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

         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%.

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

     In a live auction, bidders may bid in person or by telephone on each lot as
presented  in the  order  shown  in the  catalogue  at the  time and date of the
auction.  Before the auction,  bidders may bid by lot as shown in the  catalogue
and  communicate  such bids to the Company by mail, fax or by telephone.  At the
auction,  the  auctioneer  typically  opens the bidding at levels  based on bids
received prior to auction.  The property being  auctioned is sold to the highest
bidder, whether such bid was received before the auction or at the time of sale,
and such  highest  bidder  must pay the hammer  price,  the  applicable  buyer's
premium and  applicable  sales tax.  The  auctioneer  regulates  the bidding and
reserves  the right to  refuse  any bid  believed  by him not to be made in good
faith.

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

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

     The costs  involved in conducting a typical  auction  include,  among other
things, the cost of catalogues, insurance, transportation,  auction advertising,
auction site rental fees, security,  temporary personnel and expenses of certain
additional  auction-related  accounting  and  shipping  functions.  In  general,
purchasers at public auctions pay a buyer's  premium on auction  purchases equal
to 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.

<PAGE>

PRIVATE TREATY SALES

     In a private treaty sale,  the Company  contracts with an owner of property
to sell such property to a third party at a privately  negotiated price. In such
a transaction,  the owner may set selling price  parameters for the Company,  or
the Company may solicit  selling prices for the owner,  with the owner reserving
the right to reject any solicited  selling price. In certain  transactions,  the
owner may set a fixed price which would be payable to the seller  regardless  of
the actual  sales  price  ultimately  received  by the  Company.  The Company is
compensated  for a  private  treaty  sale  either  by a  commission  equal  to a
percentage  of the sales price,  or, in the case of an owner  established  fixed
price, by retaining the difference  between the actual sales price and the fixed
price.  Private  treaty sales are  generally  settled more promptly than auction
sales,  with the buyer paying all or substantially  all of the purchase price at
the time of sale,  although  in  certain  circumstances,  the buyer may  receive
extended payment terms.  Should extended  payment terms be granted,  the Company
and the seller will  negotiate a  settlement  of the  remaining  amounts due the
seller,  which may or may not include a sharing of the credit risk or a deferral
of final payment until the Company has collected all of the outstanding  balance
from the buyer.

     A private treaty sale is attractive to some potential consignors because it
provides an opportunity for a sale at a fixed price or at a price  controlled by
the consignor and not controlled by the bidders,  as would be the case at public
auction.  Often, a private treaty sale can be consummated  more quickly than the
sale at auction,  providing increased liquidity for the seller. For the Company,
private  treaty  sales  provide an  opportunity  to realize  increased  revenues
because  such sales  involve less costs than auction  sales,  primarily  because
there are minimal advertising expenses associated with such sales.

SALES OF THE COMPANY'S INVENTORY

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

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

CONSIGNOR ADVANCES

     Frequently, an owner consigning property to the Company will request a cash
advance at the time the  property  is  delivered  to the  Company,  prior to its
ultimate  sale at auction  or  otherwise.  The cash  advance is in the form of a
self-liquidating  secured loan, using the consigned property as collateral.  The
amount  of the cash  advance  (generally  limited  to one half of the  estimated
value)  appears on the  financial  statements  of the  Company as  "Advances  to
consignors",  but the value of the  collateral  is not recorded on the Company's
financial  statements  since the Company does not hold title to the  collateral.
The Company is a secured party with respect to the collateral,  holds a security
interest in the collateral and maintains  possession of the collateral  until it
is sold.

     The  ability to offer cash  advances  is often  critical  to the  Company's
ability to obtain  consignments of desirable  property.  In the case of property
sold at an  auction,  an owner may have to wait up to 45 days after the  auction
sale  date for  settlement  and  payment  of the  owner's  portion  of the sales
proceeds. In many instances,  an owner's motivation to consign property for sale
may include a need for cash on an immediate basis. Offering cash advances allows
the Company to attract owners who desire  immediate  liquidity while  preserving
the opportunity to sell at auction at the highest  available  price. The Company
believes that its ability to make consignor  advances on a consistent  basis has
enabled it to receive regular  consignments of high value lots from professional
dealers and private collectors.

     The amount of a cash advance generally does not exceed 50% of the Company's
estimate of the value of the property when sold at auction. Consignors are given
the  option of paying  interest  on such cash  advances  at a  negotiated  rate,
typically  an annual rate of 12%,  or  allowing  the Company to receive a higher
commission upon sale of the property.
<PAGE>

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

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

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.

ARRANGEMENTS WITH CRM

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

     Pursuant to an Inventory Acquisition and Non-Competition Agreement (the
"CRM  Inventory  Agreement"),  dated May 14,  1993,  the Company was granted the
right to accept on a consignment basis any or all collectibles in CRM's existing
inventory on terms no less favorable than would be offered to third parties. The
CRM Inventory  Agreement  provides that, with respect to all property from CRM's
existing  inventory that is accepted on consignment by the Company,  the Company
will  receive  from CRM a  commission  in the  amount of 10% of the sales  price
(exclusive of any buyer's commission received by the Company); provided that the
Company will receive no commission from CRM with respect to items valued at over
$100,000  per lot (but will earn any  commission  or premium paid by the buyer).
The  inventory  available  for  consignment  to the Company  pursuant to the CRM
Inventory  Agreement  has been  diminishing.  The CRM Inventory  Agreement  also
provides  that CRM will not  compete  with the Company  for the  acquisition  of
collectibles from third parties that are suitable for acquisition by the Company
from time to time for use in its business.
<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
and the rare  documents  market  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.

EMPLOYEES

     The Company presently has 26 full-time employees,  including its President,
Chief Executive Officer and Chairman of the Board, Greg Manning;  Executive Vice
President,  William T.  Tully,  Jr.;  and Vice  President  and `Chief  Financial
Officer,  Daniel M. Kaplan.  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 on the floor  immediately above the floor occupied
by Ivy & Mader at an annual  rental of  approximately  $98,100  until  March 30,
1998.  Although  Galleries is a party to an agreement to sublease  substantially
all of such space  through the term of its own sublease (at an annual rate equal
to  approximately  $90,000),  its  sublessee  has  been in  default  under  such
agreement since October 1996.

Item 3 LEGAL PROCEEDINGS

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

Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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


                                    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, 1997,  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,  1997,  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, 1997,  after taking into account  certain  adjustments,
each Unit Purchase  Warrant  entitles the holder to purchase  1.4543 Units at an
exercise price of $7.0893 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, 1997, 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, 1997,  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.  At June 30,  1997,  all of these  warrants  had been
exercised.

     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
86 and 56, respectively, at October 3, 1997.

     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,  1996  and  1997 are  shown in the
following schedule:
<PAGE>
<TABLE>
<CAPTION>

                         For the years end June 30,
                             1996             1997
               Quarter   High    Low      High    Low
<S>                      <C>     <C>      <C>     <C>   
               First     $2.750  $1.500   $4.125  $2.000
               Second    $3.062  $1.938   $2.688  $1.500
               Third     $4.313  $2.125   $1.688  $1.125
               Fourth    $3.938  $2.875   $2.375  $1.312
</TABLE>

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



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

General

        The Company's  aggregate  sales are generated by the sale of property at
auction  (the primary  method of selling  utilized by the  Company),  by private
treaty and by sale of the Company's inventory.  The following table displays the
aggregate  sales for the Company for the years ended June 30, 1996 and 1997, and
shows the comparisons for the respective years subdivided by source and market:
<TABLE>
<CAPTION>

                                                     For the year ended June 30,                  Percentages
                                                 -------------------------------------    -----------------------------
                                                       1996               1997                 1996          1997
                                                 -------------------------------------    -----------------------------
<S>                                                    <C>               <C>                   <C>           <C> 
       Aggregate Sales                                 $29,710,971       $32,346,179           100%          100%
                                                 =====================================    =============================
          By source:
             A. Auction                                $16,959,411       $20,654,995            57%           64%
             B. Sales of inventory                      12,751,560        11,691,184            43%           36%
                                                 -------------------------------------    -----------------------------
          By market:
             A. Philatelics                            $24,929,716       $28,853,579            84%           89%
             B. Sports collectibles                        747,746         1,043,009             2%            3%
             C. Other collectibles                       4,033,509         2,449,591            14%            8%
                                                 -------------------------------------    -----------------------------
</TABLE>

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

     The Company's  revenues are represented by the sum of (a) the proceeds from
the sale of the Company's  inventory,  and (b) the portion of sale proceeds from
auction or private treaty that the Company is entitled to retain after remitting
the sellers'  share,  consisting  primarily of  commissions  paid by sellers and
buyers.  Generally, the Company earns a commission from the seller of 10% to 15%
(although the commission may be slightly lower on high value  properties)  and a
commission of 10% to 15% from the buyers.


        Year ended June 30, 1997 compared with Year ended June 30, 1996

     Revenues:  For the year ended June 30, 1997,  operating  revenues decreased
$386,025 (2.5%) to $15,051,165 compared with $15,437,190 for the year ended June
30, 1996.  This  decrease in revenues is largely  attributable  to a decrease in
sales of Company-owned inventory of $1,060,376 which was offset with an increase
in  commissions  earned of  $674,351.  The  decrease  in sales of  Company-owned
inventory  is  largely   attributable  to  the  Company's  phasing  out  of  its
antiquities operations during the year ended June 30, 1997.
<PAGE>

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

     Gross  margins on the sales of  Company-owned  inventory  increased by 25%,
from $2,722,000 for the year ended June 30,1996 to $3,405,000 for the year ended
June 30, 1997. This increase of $683,000 was mainly attributable to the increase
in sales of merchandise in the philatelic  operations  which increased its gross
margins by $868,239 in the year ended June 30, 1997 over the previous  year. The
other collectibles operations reflected a decrease in gross margins for the year
ended June 30, 1997 of $327,713 compared to the previous year, in large part due
to the Company's  phasing out of its antiquities  operations during this period.
Included  in the  gross  margins  for the year  ended  June 30,  1997 are  three
transactions  to two customers with sales of $6,600,000 and resulting in a gross
margin of $2,241,500.

     OPERATING EXPENSES:  The Company's aggregate operating expenses,  exclusive
of cost of merchandise sold, for the year ended June 30, 1997 totaled $5,381,607
compared  with  $5,212,520  for the year ended June 30,  1996,  representing  an
increase of $169,087 (or 3%). The primary changes in the operating  expenses for
the year ended June 30,  1997 from the prior year was an  increased  emphasis on
marketing resulting in increased costs of $185,358 (31%),  increases in salaries
and wages of $62,452 (4%) and an increase in bad debt expense of $118,280  (81%)
mostly related to long term  receivables  that required partial write downs. The
primary  offsetting  reduction in operating expenses was the reduction in legal,
accounting and consulting  expenses of $140,585  (24%).  The increase in overall
costs in combination  with the revenue  decreases,  had the effect of increasing
operating costs as a percent of operating revenue from 34% during the year ended
June 30, 1996 to 36% for the year ended June 30, 1997.

     INTEREST INCOME AND EXPENSE: Interest expense increased $279,359 (49%)
to $847,207 for the year ended June 30, 1997 as compared to that of the previous
year.  This  increase  was  attributable  to higher  average  borrowings  caused
primarily  by the  financing  of a higher  level of advances to  consignors  and
additional  borrowings  for  inventory  purchases,   and  to  a  lesser  extent,
marginally  higher  investment in other operating current assets during the most
recent year.  The higher  average  borrowings  as part of the  Company's  credit
facilities at Brown Brothers Harriman & Co. contributed to approximately $86,000
of the interest expense increase. The higher interest rates the Company paid for
financing  contributed  approximately  $124,000  to this  increase  in  interest
expense.  The higher  interest  expense  was offset by an  increase  in interest
income  during the year  ended  June 30,  1997 of  approximately  $427,000.  The
Company  charges  interest on advances  given to  consignors  and  generally  on
receivables  past 30 days. The higher level of consignor  advances and increased
collections of interest on past due  receivables  during the year ended June 30,
1997 resulted in this increase in interest income.

     PROVISION FOR INCOME TAXES:  For the year ended June 30, 1997,  the Company
recorded  an income tax  provision  of $583,473  compared  to  $439,056  for the
preceding year. The provision  included  approximately  $150,000 of deferred tax
benefit  which  was  provided  from  timing  differences  between  book  and tax
deductibility.

     NET  INCOME:  The Company  recorded  net income for the year ended June 30,
1997 of  $660,604  compared  to  536,383  for the  year  ended  June  30,  1996,
reflecting  an increase of $124,221  (23%) during this  period.  The increase in
operating  profit of $1,187,958  during the year ended June 30, 1997 as compared
to the previous  year was the main  component of the overall  earnings,  whereas
during the year ended June 30, 1996,  the gain on sale of marketable  securities
of $1,067,303 was a material contributor of earnings.


LIQUIDITY AND CAPITAL RESOURCES

     The Company  experienced a positive cash flow from operating  activities of
$219,061 for the year ended June 30, 1997 as compared to a negative cash flow of
$2,684,410  for fiscal 1996,  an increase of  $2,903,471.  This increase in cash
flow for the year ended June 30, 1997 was primarily  attributable to an increase
in  payables  to  third  party   consignors  and  other   accounts   payable  by
approximately $4,700,000,  largely due to a substantial increase in the auctions
held in June 1997,  in addition to the  operating  profits of  $1,383,032.  This
increase  was  primarily  offset  by the  increase  in  various  receivables  of
approximately  $5,300,000 and cash  expenditures for the increase of inventories
of approximately $400,000 during this year.
<PAGE>

     The Company had a negative cash flow from investing  activities of $174,548
for the year ended June 30, 1997 as  compared to positive  cash flow of $349,562
for the previous  year, a decrease of $524,110.  The negative  cash flow for the
year ended June 30, 1997 was primarily  attributable to capital expenditures for
property and equipment of approximately $109,000 and additional expenditures for
goodwill of approximately $66,000.

     During the year ended June 30,  1997,  the Company  borrowed an  additional
$1,400,000 from Brown Brothers Harriman & Co. ("Brown  Brothers") in the form of
a term loan, due in July 1997, for the express  purpose of extending  additional
advances  to  consignors.  During  this same  period,  the  Company  reduced its
borrowings  under its revolving  credit facility by $565,000,  paid other demand
notes in the amount of  $400,000  and paid down on its term loans  approximately
$402,000.  This  provided  for a net  increase  in cash  provided  by  financing
activities of approximately $32,000.

     The revolving  credit agreement with 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,  1997,  borrowings  under  this  facility
aggregated  $5,075,000 and are payable on demand.  On June 29, 1995, the Company
entered into a five year term agreement for $375,000  ($237,500  balance at June
30, 1997) with Brown  Brothers,  the proceeds  which were used to fund  expenses
relating  to the  Company's  move  to and  refurbishment  of  its  current  West
Caldwell, New Jersey location.

     The loan  agreements  with Brown  Brothers  contain  various  financial and
operating  guidelines  to which the Company  must adhere and which,  among other
things,  prohibit payment of dividends or like distributions without the consent
of Brown  Brothers.  Brown Brothers has agreed that,  absent a material  adverse
change (as  determined by Brown  Brothers) or event of default,  it will provide
the Company  with a 120-day  notification  period  prior to issuing a demand for
repayment,  provided  that the Company is in  compliance  with such  guidelines.
Brown  Brothers has advised the Company  that,  because the facility is a demand
credit facility  rather than a  contractually  committed  credit  facility,  the
failure of the  Company to be in  compliance  with such  guidelines  is not,  in
itself, an event of default,  and that the only consequence of its failure to be
in such  compliance  is that Brown  Brothers  has the right to demand  immediate
repayment of all amounts  outstanding  without the otherwise  applicable 120-day
advance  notice  period.  The Company  believes that at June 30, 1997, 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,  1996 and 1997,  the  Company's  expense
relating to bad debt was approximately $146,131 and $264,411 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,  1996 and 1997 these  amounted to
 .49% and .82% respectively, of aggregate sales.

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

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

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

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

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

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

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

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

     As of June 30, 1997, the Company owned 11.4% or 4,112,289  common shares of
PICK  Communications,  which is  primarily  engaged in the  business  of issuing
prepaid  telephone cards.  These securities are classified as available for sale
having  a cost of  $237,599  and a fair  value  of  approximately  $215,200  The
securities purchased by the Company, which were acquired directly from PICK, are
restricted and accordingly are subject to restrictions on transferability. (Greg
Manning,  the Company's  President,  Chief Executive Officer and Chairman of the
Board,  was a member of the Board of PICK and resigned this position  during the
year ended June 30, 1997.)

     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.

<PAGE>
FINANCIAL REPORTING MATTERS

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

INFLATION

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

SAFE HARBOR STATEMENT

     From time to time,  information provided by the Company,  including but not
limited to statements in this report,  or other  statements made by or on behalf
of the Company, may contain "forward-looking"  information within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange  Act  of  1934.  Such   statements   involve  a  number  of  risks  and
uncertainties.  The Company's actual results could differ  materially from those
discussed in the forward-looking statements. The cautionary statements set forth
below  identify  important  factors  that could cause  actual  results to differ
materially from those in any forward-looking  statements made by or on behalf of
the Company:

         - The business of the Company is substantially dependent upon obtaining
         collectibles on consignment for sale at auction, and to a lesser extent
         the ability of the Company to purchase  collectibles  outright for sale
         at  auction.  At  times  there  is a  limited  supply  of  collectibles
         available for sale by the Company,  and such supply varies from time to
         time.  While  the  Company  generally  has  not  experienced  a lack of
         collectibles that has prevented it from conducting  appropriately sized
         auctions on an acceptable schedule,  no assurance can be given that the
         Company will be able to obtain  consignments of suitable  quantities of
         collectibles  in order to  conduct  auctions  of the  size,  and at the
         times, the Company may desire in the future. The Company's inability to
         do so would have a material adverse effect on the Company.

         - The  development  and success of the Company's  business has been and
         will  continue  to  be  dependent  substantially  upon  its  President,
         Chairman and Chief Executive Officer,  Greg Manning,  and significantly
         upon  its  Executive  Vice  President,   William  T.  Tully,   Jr.  The
         unavailability  of Mr. Manning,  for any reason,  would have a material
         adverse  effect upon the  business,  operations  and  prospects  of the
         Company, and the unavailability of Mr. Tully could adversely affect the
         Company's expansion prospects if a suitable replacement is not engaged.

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

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

         - The Company may be adversely  affected by the costs and other effects
         associated  with (i) legal and  administrative  cases and  proceedings;
         (ii)  settlements,  investigations,  claims and changes in those items;
         and (iii)  adoption  of new,  or changes in,  accounting  policies  and
         practices and the application of such policies and practices.
<PAGE>

         - 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 . . . . . . . . . . . . . . . . . . . . . . 18

Consolidated Balance Sheet -- June 30, 1997  . . . . . . . . . . . . . . . . .19

Consolidated Statements Of Operations -- Years ended June 30, 1996 and
June 30, 1997 . . . . . . . . . . . . .  . . . . . . . . . . . . . . . . . . .20

Consolidated Statement of Stockholders' Equity--Years ended June 30,
1996 and June 30, 1997  . . . . . . . . . . . . . . . . . . . . . . . .. . . .21

Consolidated Statements of Cash Flows -- Years ended June 30, 1996 and
June 30, 1997   . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .22

Notes to Consolidated Financial Statements   . .  . . . . . . . . . . . . . . 23



<PAGE>


                        Report of Independent Accountants






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


We have  audited the  accompanying  consolidated  balance  sheet of Greg Manning
Auctions,   Inc.  and  Subsidiaries  as  of  June  30,  1997,  and  the  related
consolidated statements of operations,  stockholders' equity, and cash flows for
the years  ended June 30,  1996 and 1997.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position  of Greg  Manning
Auctions,  Inc. and its  Subsidiaries  as of June 30,  1997,  and the results of
their operations and their cash flows for the years ended June 30, 1996 and 1997
in conformity with generally accepted accounting principles.

Amper, Politziner & Mattia

October 9, 1997
Edison, New Jersey

























<PAGE>


<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
                           Consolidated Balance Sheet
                                  June 30, 1997

                                     Assets
<S>                                                                                <C>
Current assets:
Cash and cash equivalents                                                          $   635,221
Accounts receivable
     Auctions receivable                                                            10,829,915
     Advances to consignors                                                          5,707,297
Note receivable - current portion                                                      456,536
Inventory                                                                            3,898,251
Due from affiliate - CRM                                                               170,887
Deferred tax asset                                                                     184,000
Prepaid expenses and deposits                                                          136,515
                                                                               ----------------
     Total current assets                                                           22,018,622
Property and equipment, net                                                            656,793
Goodwill                                                                             1,766,080
Marketable securities                                                                  215,200
Notes receivable - long-term portion                                                   145,947
Deferred tax asset                                                                      69,400
Other assets                                                                           657,275
                                                                               ================
     Total assets                                                                  $25,529,317
                                                                               ================

                      Liabilities and Stockholders' Equity
Current liabilities:
Demand notes payable                                                               $ 6,475,000
Note payable - current portion                                                         590,420
Payable to third party consignors                                                    8,175,941
Accounts payable                                                                     1,596,848
Accrued expenses                                                                       412,862
Income taxes payable                                                                   121,786
                                                                               ----------------
     Current liabilities                                                            17,372,857
Notes payable - long-term portion                                                      421,098
                                                                               ----------------
     Total liabilities                                                              17,793,955
                                                                               ----------------

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                                                           6,819,690
Unrealized loss on marketable securities                                               (13,400)
Retained earnings                                                                      884,872
                                                                               ----------------
     Total stockholders' equity                                                      7,735,362
                                                                               ----------------
     Total liabilities and stockholders' equity                                    $25,529,317
                                                                               ================
</TABLE>

                        See accompanying notes to financial statements


<PAGE>


<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
                      Consolidated Statements of Operations



                                                                                      Years ended June 30,
                                                                                ----------------------------------
                                                                                     1996              1997
                                                                                ----------------  ----------------

<S>                                                                                 <C>               <C>
Operating revenues
     Sales of merchandise                                                           $12,751,561       $11,691,184
     Commissions earned                                                               2,685,629         3,359,981
                                                                                ----------------  ----------------
                                                                                     15,437,190        15,051,165
                                                                                ----------------  ----------------
Operating expenses
     Cost of merchandise sold                                                        10,029,596         8,286,526
     General and administrative                                                       4,620,947         4,604,676
     Marketing                                                                          591,573           776,931
                                                                                ----------------  ----------------
                                                                                     15,242,116        13,668,133
                                                                                ----------------  ----------------
        Operating profit                                                                195,074         1,383,032
Other income (expense)
     Gain on sale of marketable securities                                            1,067,303
     Interest and other income                                                          280,910           708,252
     Interest expense                                                                  (567,848)         (847,207)
                                                                                ----------------  ----------------
        Income before income taxes                                                      975,439         1,244,077

Provision  for income taxes                                                             439,056           583,473
                                                                                ----------------  ----------------
     Net income                                                                         536,383           660,604
                                                                                ================  ================

Net income per share - primary                                                        $    0.12        $     0.15
                                                                                                        
Weighted average number common and
     dilutive equivalent shares outstanding                                           4,379,673         4,520,157
                                                                                ================  ================
</TABLE>

                                 See accompanying notes to financial statements



<PAGE>


<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
                 Consolidated Statement of Stockholders' Equity
                       Years ended June 30, 1996 and 1997


                                                                                            Unrealized     Retained
                             Preferred stock             Common stock        Additional   gain (loss) on   earnings/
                          -----------------------   ------------------------   Paid-in      marketable    (Accumulated
                            Number       Par          Number        Par        capital      securities      Deficit)       Total
                           of shares     value       of shares     value                           
                                                                                                          
<S>                               <C>    <C>         <C>            <C>        <C>              <C>         <C>          <C>      
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 of 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

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

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

Net income                    
                                                                                                              660,604      660,604
                              ________  ________     _________      _______    _________      __________   __________   __________
Balance, June 30, 1997              -          -     4,419,997      44,200     6,819,690        (13,400)      884,872    7,735,362
                                                     ==========     =======    ==========                    ========   =========
</TABLE>



                 See accompanying notes to financial statements




<PAGE>


<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
                      Consolidated Statements of Cash Flows


                                                                              Years ended June 30,
                                                                         -------------------------------
                                                                              1996            1997
                                                                         ---------------  --------------
Cash flows from operating activities:
<S>                                                                         <C>            <C>         
     Net income                                                             $   536,383    $    660,604
     Adjustments to reconcile net income to net cash from operating activities:
        Depreciation and amortization                                           339,013         343,614
        Provision for bad debts                                                 146,131         264,411
        Gain on sale of marketable securities                                (1,067,303)              -
        Deferred tax expense (benefit)                                          217,043        (150,521)
        (Increase) decrease in assets:
            Auctions receivable                                                (227,743)     (2,091,100)
            Advances to consignors                                             (857,281)     (3,612,812)
            Notes receivables                                                  (737,466)        421,727
            Inventory                                                            54,301        (402,025)
            Due from affiliate - CRM                                            (38,622)       (132,265)
            Income taxes receivable                                             228,911          34,345
            Prepaid expenses and deposits                                       106,311         173,318
            Other assets                                                         (2,696)         75,000
        Increase (decrease) in liabilities:
            Payable to third-party consignors                                (1,394,933)      3,873,151
            Accounts payable                                                   (273,354)        832,221
            Accrued expenses                                                    117,495         141,515
            Income taxes payable                                                169,400        (212,122)
                                                                         ---------------  --------------
                                                                             (2,684,410)        219,061
                                                                         ---------------  --------------
Cash flows from investing activities:
     Capital expenditures for property and equipment                           (119,260)       (108,726)
     Additional goodwill                                                        (79,178)        (65,822)
     Purchase of investment stock                                              (460,000)              -
     Proceeds from sale of marketable securities                              1,008,000               -
                                                                         ---------------  --------------
                                                                                349,562       (174,548)
                                                                         ---------------  --------------
Cash flows from financing activities:
     Net proceeds from demand notes payable                                   1,295,000         435,000
     Repayment of loans payable                                                (479,525)       (401,507)
     Net proceeds from issuance of stock                                      1,121,078          (1,291)
                                                                         ---------------  --------------
                                                                              1,936,553          32,202
                                                                         ---------------  --------------
Net change in cash and cash equivalents                                        (398,295)         76,715
Cash and cash equivalents at beginning of period                                956,801         558,506
                                                                         ===============  ==============
Cash and cash equivalents at end of period                                  $    558,506     $  635,221
                                                                         ===============  ==============

</TABLE>

                 See accompanying notes to financial statements



<PAGE>


                           GREG MANNING AUCTIONS, INC.
                   Notes to Consolidated Financial Statements
                             June 30, 1996 and 1997



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

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

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

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

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

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

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

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

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

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

     Certain  significant  sales of inventory owned by the Company are made with
extended  payment  terms (up to  twelve  months).  The  Company  evaluates  each
customer's credit worthiness on a case by case basis;  generally these customers
are professional dealers or other individuals who have purchased property at the
Company's  auctions  or whose  reputation  within  the  industry  is  known  and
respected by the Company.  These significant  receivables are  collateralized by
certain assets held by the Company.

     As of June 30, 1997, 47% ($2,651,000) of advances to consignors consists of
amounts advanced to an individual and related entities. The amount due from this
consignor after  settlement  subsequent to June 30, 1997, is  collateralized  by
certain assets.

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

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

PROPERTY AND EQUIPMENT
     Property and equipment are carried at cost.  Depreciation is computed using
the straight-line  method. When assets are retired or otherwise disposed of, the
cost and related accumulated depreciation are removed from the accounts, and any
resulting  gain or loss is recognized  in results of operations  for the period.
Leasehold  improvements  are amortized over the shorter of the estimated  useful
lives or the remaining life of the lease. The cost of repairs and maintenance is
charged to operations as incurred.

GOODWILL
     Goodwill  primarily  includes the excess  purchase price paid over the fair
value of the net assets acquired. Goodwill is being amortized on a straight-line
basis over twenty to twenty five years.  Total accumulated  amortization at June
30, 1997 was $254,499.  Amortization of goodwill was $86,233 and $89,224 for the
years ended June 30, 1996 and 1997, 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.

     Approximately  $416,000 of other investments,  which consist of investments
in private  companies  and a venture  capital  partnership  that have no readily
determinable market, are carried at cost, which approximates fair value.

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, 1997 because of the relative  short  maturity of these  instruments.
The carrying value of notes  receivable,  demand notes payable to bank and loans
payable approximated fair value at June 30, 1997 based upon quoted market prices
for the same or similar instruments.
<PAGE>

STOCK-BASED COMPENSATION
     During 1997, the Company adopted the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), which establishes financial accounting and reporting
standards for stock-based compensation plans. The statement encourages, but does
not require  companies  to record  compensation  cost for  stock-based  employee
compensation  plans at fair value. The Company has chosen to continue to account
for  stock-based  compensation  using the intrinsic  value method  prescribed in
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees,"  and related  interpretations.  Accordingly,  compensation  cost for
stock  options is measured as the excess,  if any, of the quoted market price of
the  Company's  stock at the date of the grant over the amount an employee  must
pay to acquire the stock.  In  accordance  with SFAS 123,  since the Company has
elected to follow APB Opinion No.25,  Note 16 discloses  proforma effects on net
income as if compensation expense was recorded.

MARKETING COSTS
     Advertising  and catalogue  costs are the only costs  included in marketing
costs under the direct-response  advertising method. These costs are expensed as
incurred, which occurs in the same quarter that the related auction takes place.
As a result, assets of the Company do not include any of these costs.

EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
     Earnings 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 years ended June 30, 1996 and 1997.

(2) SIGNIFICANT TRANSACTIONS

     During  the year ended  June 30,  1997,  two  customers  in three  separate
transactions  purchased  certain  inventory  for an aggregate  selling  price of
$6,600,000, which increased operating profit by $2,241,500. Included in accounts
receivable at June 30, 1997, is $2,300,000 from one customer,  collateralized by
certain assets.

     During the year ended June 30, 1996,  an  individual  and related  entities
purchased certain inventory for $2,935,000,  which increased operating profit by
$1,110,000.  Included  in  notes  receivable  at  June  30,  1997  is  $602,000,
collateralized by certain assets.

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

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


 (3) CONCENTRATION OF CASH

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

 (4) RECEIVABLES

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

     As of June 30,  1997,  the  allowance  for  doubtful  accounts  included in
auction receivables was $240,000.

<TABLE>
<CAPTION>
(5) NOTE RECEIVABLE

     In connection with sale of merchandise, due in quarterly installments
<S>                                                                          <C>
     of $100,000, including interest at 8.25%, maturing November 4, 1998     $  602,483
     Less: current portion                                                      456,536
                                                                                -------
     Notes receivable - long-term portion                                    $  145,947
                                                                              =========
</TABLE>

<TABLE>
<CAPTION>
(6) INVENTORIES

<S>                                                                  <C>         
                    Stamps                                           $  2,209,948
                    Sports cards and sports memorabilia                   555,729
                    Other collectibles                                  1,132,574
                                                              --------------------
                                                                     $  3,898,251
                                                              ====================
</TABLE>

<TABLE>
<CAPTION>
 (7) PROPERTY AND EQUIPMENT, NET

                                                                        Estimated
                                                                      Useful Lives
                                                                   --------------------
<S>                                                      <C>            <C>      
              Equipment                                  $ 546,421      3-5 years
              Furniture and fixtures                        74,362      3-5 years
              Vehicles                                      46,209      3-5 years
              Property under capital leases                185,394      3-5 years
                (computers and office equipment)
              Leasehold improvements                       413,732        5 years
                                                  -----------------
                                                         1,266,118
              Less accumulated depreciation
                 and amortization                          609,325
                                                  -----------------
              Net property and equipment                 $ 656,793
                                                  =================
</TABLE>


     Depreciation and amortization expense for the years ended June 30, 1996 and
1997 was $252,780 and $254,389, respectively. These amounts include amortization
of assets  under  capitalized  leases of $62,767 and $46,283 for the years ended
June 30, 1996 and 1997, respectively.

 (8) INCOME TAXES

     Deferred  tax  attributes  resulting  from  differences  between  financial
accounting  amounts and tax bases of assets and liabilities at June 30, 1997 are
as follows:
<TABLE>
<CAPTION>

             Current assets and liabilities
<S>                                                                                     <C>      
                  Allowance for doubtful accounts                                       $  96,000
                  Inventory valuation reserve                                              34,000
                  Accrued officers bonuses                                                 54,000
                  Net operating loss carryforward                                               -
                                                                                        ---------
             Net current deferred tax asset                                             $ 184,000
                                                                                        =========


             Noncurrent assets and liabilities
                  Unrealized loss on marketable securities                                  9,000
                  Depreciation                                                             23,400
                  Goodwill amortization                                                   (21,000)
                  State net operating loss carryforward                                    58,000
                                                                                        ---------
             Net noncurrent deferred tax asset                                          $  69,400
                                                                                        =========
</TABLE>

<TABLE>
<CAPTION>

The provisions for income taxes for the years ending June 30 consist of the following:
                                                                     Years ended June 30,
                                                             -------------------------------------
                                                                  1996                 1997
                                                             ----------------     ----------------
<S>                                                                <C>               <C>     
                  Current tax expense                              $222,013          $734,094
                  Deferred tax expense (benefit)                    217,043          (150,621)
                                                                   --------          ---------
                                                                   $439,056          $583,473
                                                                  =========         =========
</TABLE>
                                                             
The  provision  for income taxes for the year ended June 30, 1996 was reduced by
$130,000 from the benefit of net operating loss carryforwards.

<TABLE>
<CAPTION>
A reconciliation between the actual income tax expense and income taxes computed
by applying the statutory Federal income tax rate is as follows:

                                                                     Years ended June 30,
                                                             -------------------------------------
                                                                  1996                 1997
                                                             ----------------     ----------------
<S>                                     <C>                        <C>                  <C>                              
                  Federal income tax at 34%                        $ 332,000            $ 423,000                        
                  State income tax, net                               59,000              125,000
                  Certain non-deductible expenses                     40,000               31,000
                  Other                                                8,056                4,473
                                                                      ------               -----
                                                                   $ 439,056            $ 583,473
                                                                   =========            =========
</TABLE>

The Company  has net  operating  loss  carryforwards  for state tax  purposes of
$980,000 expiring at various times from 2002 through 2004.


<PAGE>



 (9) MARKETABLE SECURITIES

     As of June 30, 1997, the Company owned 11.4% or 4,112,289  common shares of
PICK  Communications,  which is  primarily  engaged in the  business  of issuing
prepaid  telephone cards.  These securities are classified as available for sale
having a cost of $237,599 and a fair value of approximately  $215,200  resulting
in a cumulative  unrealized  loss of $22,400  which was offset by a deferred tax
asset  of  $9,000.  The fair  value of the  securities  has  been  reduced  from
$2,580,000  at June 30,  1996 as a result of a  corresponding  reduction  in the
closing  price per share from $3.00 at June 30,  1996 to $0.225,  as of June 30,
1997 as reported on the electronic  bulletin  board.  The decrease in valuation,
net of deferred tax benefit,  for the year ended June 30, 1997 of $1,418,400 was
charged to a separate component of Stockholders'  Equity. The shares acquired by
the Company are not  registered  under the Securities  Act and  accordingly  are
subject to restrictions on transferability. During the year ended June 30, 1996,
the Company sold 387,711 shares of PICK for approximately $1,090,000,  resulting
in a  pretax  gain  on  the  sale  of  marketable  securities  of  approximately
$1,067,000.

     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 review of
such public filings,  that the estimate could change  substantially  in the near
term.

 (10) 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, 1997 are set
forth below:
<TABLE>
<CAPTION>

                            <S>                                        <C>          
                            1998                                       $     361,000
                            1999                                             262,000
                            2000                                             198,000
                            2001                                              28,000
                            Thereafter                                             -
                                                                     ----------------
                            Total future minimum lease payments        $     849,000
                                                                     ================
</TABLE>

     Rent expense was $329,139 and $342,036 for 1996 and 1997, respectively.

 (11) RELATED-PARTY TRANSACTIONS

     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,  1996 and 1997,  such  auction  and
private treaty sales (net of commission) were not material.

     Greg Manning, Chairman and Chief Executive Officer of the Company, owns all
of the outstanding shares of CRM common stock. Messrs. Manning and William Tully
are  executive  officers  of CRM and the  Company.  CRM owned 100% of the common
stock of the  Company  prior to the May 1993  public  offering,  and at June 30,
1997, owned approximately 29% of the shares of the Company's common stock.

     Scott  Rosenblum,  a director of the Company,  is a partner of the law firm
Kramer, Levin, Naftalis & Frankel, which provides legal services to the Company.
Anthony L.  Bongiovanni,  Jr.,  also a director of the Company,  is president of
Micro Strategies, Incorporated, which provides computer services to the Company.
Amounts charged to operations for services  rendered by these firms for the year
ended  June  30,  1997  and  1996  were  approximately   $184,000  and  $199,000
respectively,   in  the  case  of  Kramer,   Levin,   Naftalis  &  Frankel,  and
approximately  $127,000  and  $167,000  respectively,   in  the  case  of  Micro
Strategies, Incorporated.

 (12) DEBT

     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 this facility bear interest at the rate of 2%
above Brown  Brothers base rate,  which was 8 1/2% at June 30, 1997.  Borrowings
under this facility at June 30, 1997  aggregated  $5,075,000  and are payable on
demand.
<PAGE>

     In November 1996, the Company borrowed an additional  $1,400,000 from Brown
Brothers in the form of a term note bearing  interest at 12% per annum. The term
note was paid in full in July 1997.

     Total borrowings under the two facilities above were $6,475,000 at June 30,
1997.
<TABLE>
<CAPTION>

                Additional borrowings are outlined below:

                    <S>                                                       <C>
                     Note payable to Brown Brothers, monthly principal
                     payments of $6,250 plus interest at prime plus 1 1/2%
                     through June 2000.  Personally guaranteed by the
                     Chairman of the Company.                                 $  237,500

                     Notes  payable in  connection  with  purchase of inventory,
                     quarterly  principal  payments of $121,250 plus interest at
                     8% through October 1998.                                    693,750

                     Various capital lease obligations, various monthly
                     payments through October 2000                                80,268
                                                                            -------------
                                                                               1,011,518
                     Less current portion                                        590,420
                                                                            -------------
                     Notes payable - long-term portion                        $  421,098
                                                                            =============
</TABLE>


                     The   approximate   aggregate   amount  of  all   long-term
                     maturities for the years ending June 30 are as follows:
                                            1998                 $590,000
                                            1999                  304,000
                                            2000                   92,000
                                            2001                   25,000


     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, 1997, it was in compliance with such guidelines.

 (13) 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 $79,178 and $65,822 for the years ended June 30, 1996
and 1997,  respectively,  and are  accounted  for as an increase to goodwill and
amortized over the goodwill's remaining life.

<PAGE>

 (14) 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 and 1997, consignments by CRM were
not material, accounting for less than 1% of revenues.

     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, as amended, expires on
June 30, 1999 and provides  for Mr.  Manning's  services as President  and Chief
Executive  Officer of the  Company,  with an annual  salary of $210,000  for the
years ended June 30, 1998 and 1999,  plus a bonus based on income  before income
taxes of the Company  (subject to increase by the Board of Directors),  together
with a  nonaccountable  expense  reimbursement  of $25,000 per annum.  Under his
prior employment agreement,  Mr. Manning received (i) in the year ended June 30,
1996, a salary equal to $175,000 per annum and a bonus equal to $54,758,and (ii)
in the year ended June 30,  1997,  a salary  equal to  $175,000  per annum and a
bonus equal to $105,271.

     The  agreement  with Mr. Tully,  as amended,  has a term ending on June 30,
1998 and  provides for his services as Executive  Vice  President.  Mr.  Tully's
agreement  provides for salary plus a bonus based on income  before income taxes
of the Company. Mr. Tully received (i) in the year ended June 30, 1996, a salary
equal to $124,353  per annum and a bonus equal to $17,379,  and (ii) in the year
ended  June 30,  1997,  a salary of  $130,383  per  annum  and a bonus  equal to
$30,136.

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

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

         Following is a summary of supplementary cash flow information:

                                                                            For the year ended June 30,
                                                                             1996                 1997
                                                                       -----------------    -----------------
<S>                                                                           <C>            <C>      
        Interest paid                                                         $ 556,801      $ 828,322
        Income taxes paid                                                        53,121        794,426
        Noncash investing and financing activities:
           Acquisition of inventory under note payable                          385,971        700,000
                                                                                
           Note receivable in conjunction with sale of division                 210,000
           Sale of stock                                                         81,704
           Acquisition of PCT stock relating to sale of inventory               200,000

</TABLE>
<PAGE>

 (16) 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 30, 1997,  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,  1997,  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 and the  Regulation S
offering,  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
$7.0893  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
1.4543  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,  1997,  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,  1997,  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, 1997, 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.
This warrant has expired without being exercised.

STOCK OPTION PLAN

     The  Company's  1993 Stock Option Plan,  as amended (the "1993  Plan"),  is
administered  by the Board of  Directors  or a Stock  Option  Committee  thereof
(hereinafter, the "Committee") and provides for the grant of options to purchase
shares of common stock to such officers, directors and employees of the Company,
consultants  to the Company,  and other persons or entities as the Committee may
select. A total of 650,000 shares of common stock has been reserved for issuance
pursuant to the plan.  The option  exercise price is determined by the Committee
in its sole discretion;  provided, however, that the exercise price of an option
shall be at least  100% of the fair  market  value  (as  defined)  of a share of
common stock on the date the option is granted.  Options  granted have a maximum
ten year  term and vest over  periods  up to four  years.  All  options  granted
through  June 30, 1997 have been  granted  with  exercise  price equal to market
value on the date of grant. Outlined below is a summary of the changes under the
Plan:

<PAGE>
<TABLE>
<CAPTION>

                                             1996                                      1997
                                      ----------------------------------------   ---------------------------------------
                                                           Weighted-Average                          Weighted-Average
                                           Options          Exercise Price            Options         Exercise Price
<S>                                           <C>                 <C>                  <C>                  <C>   
Outstanding - beginning of year               307,500             $ 3.05               494,500              $ 2.99
   Granted                                    221,000               2.93               205,000                1.38
   Exercised                                        -                  -                     -                   -
   Forfeited                                 (34,000)               3.18               (67,000)               2.75
                                      ---------------              -----         ---------------              ----
Outstanding - end of year                    494,500              $ 2.99               632,500              $ 2.50
                                      ===============            =======          ===============           ======     

Exercisable - end of year                    271,250              $ 3.01               340,875              $ 3.07
                                      ===============            =======          ===============           ======
</TABLE>


     The weighted average fair value of options granted during 1996 and 1997 was
$1.43 and $.55, respectively.
<TABLE>
<CAPTION>

     Following is a summary of the status of stock options outstanding at June 30, 1997:
<S>                                                               <C>               <C> 
            Exercise price range                                  $1.38 - $2.00     $2.81 - 3.38

            Outstanding options
                     Number                                            255,000           377,500
                     Weighted average remaining contractual life       9.2 years        7.2 years
                     Weighted average exercise price                      $1.50            $3.17
            Exercisable options
                   Number                                                50,000          290,875
                   Weighted average exercise price                        $2.00            $3.25
</TABLE>


     Proforma  information  regarding  net  income  and  earnings  per  share is
required by SFAS 123, and has been  determined  as if the Company had  accounted
for its employee  stock options  under the fair value method of that  statement.
The fair value for these  options  was  estimated  at the date of grant  using a
Black-Scholes   option   pricing  model  with  the  following   weighted-average
assumptions for 1996 and 1997,  respectively:  risk-free interest rates of 6.5%;
dividend  yields of 0%;  volatility  factors of the expected market price of the
Company's common stock of 47%; and weighted-average  expected life of the option
of five years.

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

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


<TABLE>
<CAPTION>



                                                   1996                      1997
                                            ---------------            ----------

<S>                                         <C>                        <C>       
               Proforma net income          $  528,823                 $  623,604

               Proforma earnings per share
                Primary                         .12                       .14
                Fully diluted                   .11                       .14
</TABLE>

     There was no compensation expense recorded from stock options for the years
ended June 30, 1996 and 1997.

     On September 10, 1997, the Board  authorized a repricing  plan,  subject to
shareholder  approval,  pursuant to which employees and certain consultants with
non-qualified  stock options  awarded  under the 1993 Plan and bearing  exercise
prices equal to or in excess of $2.8125 per share, with certain exceptions, will
be permitted to exchange  their old options for new  options,  exercisable  at a
price equal to the Fair Market Value of the  Company's  Common Stock on December
10,  1997  (the  proposed  date of the 1997  Annual  Meeting  of  Shareholders),
provided that such Fair Market Value is less than the exercise  price of the old
options.  The determination of Fair Market Value will be made in accordance with
the terms of the 1993  Plan.  Certain  consultants  to the  Company  will not be
entitled to participate in the repricing plan

     In  addition,   the  Board  of  Directors  has  adopted,  also  subject  to
shareholder approval, the Company's 1997 Stock Incentive Plan (the "1997 Plan"),
which, among other things, increases the number of shares available for issuance
under the 1993 Plan and the 1997 Plan to 850,000 in the aggregate.

     It is expected that the repricing  plan and the 1997 Plan will be presented
to the  shareholders  for approval in connection with the 1997 annual meeting of
shareholders.

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.

(17) OTHER INFORMATION

     In November 1996 it was determined that the Company's proposed  acquisition
of the Latham Companies,  Inc., the parent company of Larry Latham  Auctioneers,
Inc., would not be consummated.

(18) NEW ACCOUNTING PRONOUNCEMENTS

     In March 1997, the Financial  Accounting  Standards Board issued  Statement
128,  "Earnings  per  Share,"  superseding  Opinion  15.  The main  goals of the
Statement is to harmonize  the EPS  calculation  in the United States with those
common in other countries and with International  Accounting Standard No. 33 and
to address  criticisms from consultants that Opinion 15 contained  unnecessarily
complex and  arbitrary  provisions.  The Statement is effective for fiscal years
after December 15, 1997.

     In March 1997,  the FASB issued SFAS No. 129,  "Disclosure  of  Information
About Capital Structure."  Statement 129 continues the existing  requirements to
disclose  the  pertinent  rights and  privileges  of all  securities  other than
ordinary common stock but expands the number of companies subject to portions of
its requirements.  Specifically,  the Statement requires all entities to provide
the capital structure  disclosures  previously required by Opinion 15. Companies
that were exempt from the  provisions  of Opinion 15 will now need to make those
disclosures.  The Statement is effective for  financial  statements  for periods
ending after December 15, 1997.
<PAGE>

     In July  1997,  the FASB  issued  SFAS No.  130,  "Reporting  Comprehensive
Income."  Statement  130  establishes  standards  for  reporting  and display of
comprehensive  income  and  its  components  in a full  set of  general  purpose
financial  statements.  The objective of the Statement is to report a measure of
all changes in equity of an enterprise that result from  transactions  and other
economic   events  of  the  period   other   than   transactions   with   owners
("Comprehensive  income").  Comprehensive  income is the total of net income and
all other  nonowner  changes in equity.  The  Statement is effective  for fiscal
years beginning after December 15, 1997, with earlier application permitted.

     In July 1997, the FASB issued SFAS No. 131,  "Disclosures About Segments of
an Enterprise and Related  Information."  Statement No. 131 requires disclosures
for each segment that are similar to those required under current standards with
the addition of quarterly  disclosure  requirements and a finer  partitioning of
geographic  disclosures.  It requires limited segment data on a quarterly basis.
It also requires  geographic date by country,  as opposed to broader  geographic
regions as permitted  under  current  standards.  The Statement is effective for
fiscal  years  beginning  after  December 15,  1997,  with  earlier  application
permitted.

     In management's  opinion, SFAS Nos. 128, 129,130 and 131 when adopted, will
not have a material effect on the Company's financial statements.

<PAGE>


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

On October 31, 1995, the Company  dismissed  Price  Waterhouse,  LLP (PW) as its
independent  auditors.  Amper,  Politziner & Mattia was engaged as the Company's
independent auditors for the fiscal years ended June 30, 1996 and 1997.

                                    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 51, has been  Chairman of the Board of the Company since its
inception  in 1981 and Chief  Executive  Officer  since  December  8, 1992.  Mr.
Manning was the  Company's  President  from 1981 until  August 12, 1993 and from
March 8, 1995 to the present.  Mr.  Manning also has been  Chairman of the Board
and  President  of CRM since its  inception,  which he founded as "Greg  Manning
Company,  Inc." in 1961.  Mr.  Manning is currently on the Board of Directors of
the State Bank of South  Orange,  New Jersey and is Chairman of the bank's audit
committee and member of the bank's  executive  committee.  During the year ended
June 30, 1997, Mr. Manning resigned as a director of PICK Communications Corp.

William T. Tully,  Jr., age 51, has been Executive Vice President of the Company
since August 1990.  From August 12, 1993 to August 14, 1994,  and since February
22,  1995,  Mr.  Tully has been  Chief  Operating  Officer.  From the  Company's
inception in 1981 until August 14, 1994,  Mr. Tully was  Secretary and Treasurer
of the Company,  and from December 8, 1992 until August 14, 1994,  and from June
5, 1995 to date,  Mr.  Tully has been a  director.  Mr.  Tully was  Senior  Vice
President of the Company  since its  inception  in 1981 until  August 1990.  Mr.
Tully has been  Executive Vice President of CRM from August 1990, and has served
CRM in other management capacities since 1974.

David C. Graham,  age 57, 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.

Daniel M. Kaplan,  CPA, age 52, has been Chief Financial  Officer of the Company
since  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.

Scott S. Rosenblum, age 48, has been a director of the Company since December 8,
1992.  Mr.  Rosenblum has been a partner (since 1991) in the law firm of Kramer,
Levin,  Naftalis & Frankel,  and previously (from 1984 to 1991) was a partner in
the law firm of  Stroock &  Stroock & Lavan.  Mr.  Rosenblum  received  his J.D.
degree from the University of Pennsylvania.

Anthony  L.  Bongiovanni,  Jr.,  age  38,  is  President  of  Micro  Strategies,
Incorporated,  a leading developer and supplier of microcomputer  based business
applications  throughout the New York, New Jersey and Pennsylvania  areas, which
he founded in 1983. Mr.  Bongiovanni has a B.S. in mechanical  engineering  from
Rensellaer Polytechnical Institute.

Albertino de  Figueiredo,  age 66, was appointed as a director of the Company on
September 10, 1997. In 1980, Mr. De Figueiredo  founded  AFINSA,  S.A, a company
engaged  in the  business  of  philatelics  and  numismatics,  and is  currently
Chairman of the Board of AFINSA, S.A. and its subsidiaries. Mr. De Figueiredo is
also  Vice-Chairman of the Board of Directors of FINARTE ESPANA,  an art auction
house,  and a  member  of  the  Executive  Board  of  ASCAT,  the  International
Association of the Stamp Catalogue and Philatelic Publishers.
<PAGE>

Mr.  William J. Dolan  resigned as a member of the Board of Directors  effective
May 8, 1997. On June 27, 1997, the Board of Directors  appointed Mr. Bongiovanni
to fill the vacancy created by Mr. Dolan's  resignation.  On September 10, 1997,
the Board of Directors  appointed Mr. De  Figueiredo to fill another  vacancy in
the Board of Directors.

The Company's  directors are elected at the annual meeting of stockholders.  The
Certificate of Incorporation provides that the members of the Board of Directors
be divided into three  classes,  as nearly  equal in size as possible,  with the
term of  office  of one  class  expiring  each  year.  Accordingly,  only  those
directors  of a single  class can be  changed  in any one year and it would take
elections in three  consecutive  years to change the entire Board. Mr. Tully has
been  elected  to serve  until the 1999  annual  meeting  of  stockholders.  Mr.
Bongiovanni has been  appointed,  and Mr.  Rosenblum has been elected,  to serve
until the 1997  annual  meeting  of  stockholders.  Mr. De  Figueiredo  has been
appointed,  and Mr.  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,  1997 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:

Scott S. Rosenblum (director): For year ended June 30, 1997, 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:

Sir Ronald  Brierley,  age 59, 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.
<PAGE>

Robert G.  Driscoll,  age 65, 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 88, 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 78,  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 71, 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 55, is President  and CEO of Wiltshire  Technologies,
Inc.,  a  high  technology  venture  capital  and  consulting  group,  and is an
experienced  collector  of  rare  stamps.  Mr.  Wiltshire  is a  member  of  the
Association  of Certified  and Corporate  Accountants  (A.C.C.A) and the British
Computer Society  (M.B.C.S.).  Mr. Wiltshire holds degrees in Executive Business
Administration and marketing.



Item 10.                  EXECUTIVE COMPENSATION

               Information  regarding  Executive  Compensation  will  be in  the
definitive  proxy  statement  of the Company to be filed within 120 days of June
30, 1997 and is incorporated by reference.
<PAGE>


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, 1997 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, 1997 and is incorporated by reference.


<PAGE>


Item 13.                     EXHIBITS, LIST AND REPORTS ON FORM 8-K
             Exhibit
   No.
   Description
   -----------------------------------------------------------------------------


         (a)      (1) All Financial Statements of the Company for the year ended
                  June 30,  1997 are filed  herewith.  See Item 7 of this Report
                  for a list of such financial statements.

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

         (b)      Reports on Form 8-K

                  Report on Form 8-K, filed on December 4, 1996.

         (c)      Exhibits

         3.1 Restated  Certificate of Incorporation of Registrant.  Incorporated
         by reference to Exhibit 3(a) to the Company's  Form SB-2,  Registration
         Number 33-55792-NY, dated May 14, 1993 (the "1993 Form SB-2").

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

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


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

         10.3 Second Amendment to Employment  Agreement between Greg Manning and
         Registrant, dated as of September 11, 1997.*

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

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

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

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

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

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

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

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

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

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

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

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

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

        23.1      Consent of Independent Accountants.*

         27       Financial Data Schedule*

                                        * Filed herewith



<PAGE>



SIGNATURES

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

                                                     GREG MANNING AUCTIONS, INC.


Date: October 14, 1997


                                              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, 1997




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




                                            Daniel M. Kaplan
                                            Chief Financial Officer
                                            (Principal Financial Officer and 
                                            Principal Accounting Officer)



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




                                             Anthony Bongiovanni
                                             Director





<PAGE>


                                  EXHIBIT INDEX





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


         3.1 Restated  Certificate of Incorporation of Registrant.  Incorporated
         by reference to Exhibit 3(a) to the Company's  Form SB-2,  Registration
         Number 33-55792-NY, dated May 14, 1993 (the "1993 Form SB-2").

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

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

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

         10.3 Second Amendment to Employment  Agreement between Greg Manning and
         Registrant, dated as of September 11, 1997.*

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

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

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

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

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

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

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

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

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

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

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

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

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

        23.1      Consent of Independent Accountants.*

        27        Financial Data Schedule*

                                                 * Filed herewith