SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    FORM 10-K

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

For the fiscal year ended June 30, 2002

                                       OR

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

For the transition period from________ to______

                         Commission file number 1-11988

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

             Delaware                                        22-2365834
 (State or Other Jurisdiction of                          (I.R.S. Employer
  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 National Market

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

      Check whether the issuer (1) has filed all reports  required to be filed
by  Section  13 or 15(d) of the  Securities  Exchange  Act of 1934  during the
preceding  12 months  (or for such  shorter  period  that the  registrant  was
required  to file  such  reports),  and (2) has been  subject  to such  filing
requirements for the past 90 days.              Yes   X        No

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

      The aggregate market value of the Common Stock held by non-affiliates of
the Issuer as of September 24, 2002 (based on closing sale price of $1.50 per
share as reported on NASDAQ), was $7,729,095. For purposes of this computation,
the registrant has excluded the market value of all shares of Common Stock
reported as beneficially owned by Afinsa Bienes Tangibles, S.A. and all
directors and executive officers of the registrant; such exclusion shall not be
deemed an admission that any such person is an "Affiliate" of the registrant.

      As of September 25, 2002, Issuer had 12,703,304 shares of its Common Stock
outstanding.

      Portions of the Registrant's definitive proxy statement, which will be
filed within 120 days of June 30, 2002, are incorporated by reference into Part
III.

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                           Greg Manning Auctions, Inc.
                                      Index


                                                                            Page
                                                                            ----

PART I

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

Item 2 Description of Property................................................12

Item 3 Legal Proceedings......................................................12

Item 4 Submission of Matters to a Vote of Security Holders....................12

PART II

Item 5 Market For Common Equity and Related Shareholder Matters...............12

Item 6 Selected Consolidated Financial Data...................................13

Item 7 Management's Discussion and Analysis of Financial Condition
       And Results of Operations..............................................16

Item 8 Financial Statements and Supplementary Data............................27

Item 9 Changes in and Disagreements with Accountants on
       Accounting and Financial Disclosure....................................57

PART III

Item 10 Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(A) of the Exchange Act.....................57

Item 11 Executive Compensation................................................59

Item 12 Security Ownership of Certain Beneficial Owners and Management........59

Item 13 Certain Relationships and Related Transactions........................59

PART IV

Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K.......60


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                                     PART I

Item 1         Description of Business

A.  OVERVIEW

Greg Manning Auctions, Inc. (the "Company" or "GMAI") is a multi-category
business-to-business and business-to-consumer collectibles auctioneer &
merchant. The Company combines traditional and electronic (Internet, interactive
telephone, and live with simulcast Internet) capabilities to sell coins, stamps,
sports trading cards & memorabilia, and affordable fine art. Vertically
integrated, the Company's offerings and distribution channels span the entire
price range from low end to ultra-high end, its businesses include wholesale,
retail and direct response sales, and it possesses a branded presence in all
major sales channels both in the traditional and the eCommerce worlds. On the
Internet, GMAI offers products through two owned web sites and on GMAI branded
and non-branded pages on other persons' web sites, including (without
limitation) www.ebay.com, www.amazon.com, and www.yahoo.com. GMAI generates
income through the resale of goods purchased directly by the Company and from
sellers and buyers through auctions of consigned goods.

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

For purposes of competitive analysis and market positioning, the Company
organizes its business into four units: collectibles auctions (both traditional
and electronic); collectibles merchant/dealer; coin wholesaler; and direct
response merchant. Each unit is described separately below.

B.  COLLECTIBLES AUCTIONEER

General

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

      Traditional Auctions

"Traditional auctions" are live, in-person auctions conducted by a licensed
auctioneer. The Company holds several traditional auctions each year in a
variety of venues, including strategically located hotels, and at major trade
conferences and conventions. All traditional auctions are augmented by
electronic catalogs and most are augmented by one or more forms of electronic
bidding. Commissions are typically charged from the seller of 5% to 15% and from
the buyer of 10% to 15%.

The Company's traditional auctions are based on a "Full Service" auction model
in which the Company takes physical possession of all items offered for sale in
its auctions, inspects and describes all offerings, receives all sums due,
remits sale proceeds to the seller, and professionally packs and ships items
sold to the buyer. Additionally, the Company generally guarantees the
genuineness of all items sold (subject to the terms of sale) and that each lot
is "as described" in the auction catalog.

In the Company's traditional auctions, prospective buyers place bids on each lot
as presented in the order shown in the catalog at the time and date of the
auction. Before the auction, prospective buyers may bid by lot as shown in the
catalog and communicate such bids to the Company by mail, fax, telephone, or the
Internet. At the auction, the auctioneer typically opens bidding at levels based
on bids received prior to auction or a percentage of previously established
reserve prices. The item offered is sold to the highest bidder, whether such bid
was received before the auction or at the time of sale, and such high bidder
must pay the hammer price, the applicable buyer's premium, and all applicable
sales taxes. Additionally, buyers pay a shipping and handling fee if they do not
accept delivery of the items at the place of the auction.

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

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

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      Internet Auctions

"Internet Auctions" are auctions wherein there is no live, natural-person
auctioneer and no bidders in a single physical location orally making bids as in
a "traditional auction." Rather, all bids are made electronically via the
Internet or telephone, and a computer system processes the bids and determines
the highest bidder.

In October 1998, the Company acquired Teletrade, Inc. and entered the online
auction market. Since that time the Company has expanded its online offerings
and presence, improved its technologies, and created new proprietary Internet
auction technologies. Currently, the Company's only owned online auction web
site is www.teletrade.com (the Company uses its www.gregmanning.com web site to
present electronic catalogs of its "traditional auctions" and to receive
electronic bids for its traditional auctions, but does not currently conduct
Internet auctions on that site). Additionally, the Company offers via Internet
auctions Company owned collectibles and collectibles consigned to it by others
on third persons' Internet auction web sites.

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

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

The Company charges sellers a commission for its Internet auction services of 5%
to 15%. Buyers in its Internet auctions on the teletrade.com site are charged a
commission of 10% to 15%. Depending on the particular auction conducted on a
third party's web site, buyers may or may not be charged a commission. When
charged, the commissions are typically 15% however they may be less.

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

Auction Venues/Brands

      Traditional Auctions

The Company conducts traditional auctions under two distinct brands: Greg
Manning Auctions ("GMA") and Ivy & Mader Philatelic Auctions ("Ivy & Mader").

The GMA brand was created in 1966 and has historically been used primarily for
auctions of stamp collections and accumulations targeted to philatelic dealers.
Commencing in 1998, the GMA brand was expanded and used for high-end
business-to-business and business-to-consumer auctions of comic books & comic
art, Hollywood & Rock 'n Roll memorabilia, movie posters, and sports trading
cards & memorabilia.

The Company created the Ivy & Mader brand in 1993 when it acquired the
predecessor to Ivy & Mader Philatelic Auctions, Inc. Since that time, the Ivy &
Mader brand has been used for high-end philatelic auctions of rare single stamps
and collections targeted to individual collectors as well as dealers.

During fiscal year 2002, five stamp auctions were conducted under the GMA brand,
and three stamp auctions were conducted under the Ivy & Mader brand.

The Company's traditional auctions are held in locations appropriate for the
particular auction and all catalogs are available online.

      Internet Auctions

The Company offers coins and sports trading cards on its www.teletrade.com
Internet auction web site. The Company offers affordable fine art, coins, sports
trading cards & memorabilia, stamps and other fine collectibles on third party
owned web sites, the Company selecting the electronic auction venue most
suitable for the particular items being offered. As a result of the Company's
highly regarded brand and the quality and quantity of its offerings, the Company
is typically able to negotiate favorable terms from owners of third party owned
Internet auction web sites.

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Proprietary Auction Technology

      Interphonic(TM)

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

      MaxBid(TM)

"MaxBid(TM) " is a Company owned and developed proprietary technology that
enables absentee participants in an electronic auction to enter the highest
amount they are willing to bid for a particular lot. The computer records the
amount bid on each lot and, during the auction, bids on behalf of the absentee
bidder entering bids up to the maximum amount authorized.

      TouchBid(TM)

"TouchBid(TM) " is a Company co-owned and developed proprietary auction
technology. Intended to bring live auctions to bidders all over the world, the
TouchBid(TM) technology broadcasts through the telephone a live audio feed from
the auction floor, and permits bidders to place bids using their telephones. The
Company believes that "TouchBid" will offer material advantages over current
technologies.

Auction Offerings

      Traditional Auction Offerings

Philately

Philately, often referred to as stamp collecting, has grown in the United States
and globally during the twentieth century. The hobby is increasing in popularity
due in part to the increased offerings from the United States Postal Service of
popular interest issues. The Company believes, based on its knowledge of the
market, that the combination of GMA with Ivy & Mader creates one of the world's
largest combined philatelic auction houses, although there is limited publicly
available data with respect to stamp auction sales, and provides a competitive
advantage to the Company through the complementary nature of the two brands'
targeted customer bases. In fiscal year 2002, the Company offered over 8,400
philatelic lots in its traditional auctions yielding over $ 11 million in
aggregate sales.


Internet Auctions

teletrade.com

The Company currently offers rare coins and sports trading cards in its
teletrade.com auctions. During fiscal year 2002, the Company held 138 coin
auctions comprising approximately 916 lots each and 107 sports trading card
auctions comprising approximately 642 lots per auction.

Third Party Owned Web Sites

In the past 36 months the Internet auction industry has experienced dramatic
consolidation leaving a very small number of viable broad-based Internet auction
websites and several smaller, "niche" Internet auction web sites featuring a
limited type and quality of offerings. The Company's www.teletrade.com web site
is a successful "niche" Internet auction web site featuring coin and sports
trading cards generally spanning the $50 - $5,000 price spectrum. Lower priced
items and non-coin and sports trading card items generally sell for higher
yields on other web sites, hence when the Company has products that do not fit
within the "niche" offering categories of the www.teletrade.com web site it
offers such items on third parties' web sites including sites owned by eBay,
Inc., Amazon.com, Inc. and Yahoo, Inc.

Collectibles Auction Competition

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

      Traditional Auction Competitors

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

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auction competitors are Heritage Rare Coin Galleries, Inc., Stacks Rare Coins,
Collectors Universe, Inc.'s Bower's and Merena, and Superior Galleries, Inc.
With respect to the Company's Hollywood Rock `n Roll memorabilia business, the
Company's primary competitors are Butterfields & Butterfields Auctioneers, Inc.,
Sotheby's Holdings, Inc. and Christie's, Inc.

      Internet Auction Competitors

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

C.  MERCHANT/DEALER

General

In order to complement and enhance the Company's auction business, the Company
buys collectibles in its own name and resells them as a merchant/dealer.

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

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

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

Merchant/Dealer Sales Venues

The Company conducts its merchant/dealer business through five primary
distribution channels: auctions, private sales, print advertisements (usually in
collector specific publications), Internet fixed-price sales on the
www.gregmanning.com web site and on third parties' Internet web sites.

      Private Sales

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

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

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

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Internet Retail Sales

The Company sells its owned inventory on its owned eCommerce web site
www.gregmanning.com and on Internet web sites owned by others.

www.gregmanning.com

The Company has developed the gregmanning.com web site as a resource for
collectors' needs. Currently the site offers fixed priced collectibles from the
Company's own inventory. In the future, it is expected that the site will offer
collectibles from various collectibles categories.

Items are offered with a stated sale price, and are purchased by "clicking" a
buy button and proceeding to the Company's eCommerce sales facility where the
name, address, ship to and other information necessary to complete the sale is
gathered. The Company offers customers the option of paying by major credit
card, check, or wire transfer. If by credit card, the Company's electronic
systems process the transaction. If by check or wire transfer, the Company's
Customer Service department assists in facilitating the transaction. In all
circumstances, the merchandise is only shipped after the Company is paid in full
or appropriate credit arrangements have been made.

Merchant/Dealer Competition

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

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

D.  WHOLESALE COIN SALES

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

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

Based on its knowledge of the market, Spectrum believes that it is one of the
largest wholesalers of rare coins in the United States (although there is no
publicly available data to confirm this belief). Spectrum currently sells, in
the aggregate, over $67 million of coins per year.

E. DIRECT RESPONSE SALES

Through its wholly owned subsidiary, Greg Manning Direct, Inc. ("GMD"), the
Company has been engaged in the business of mass-marketing high interest
collectibles targeted to the beginning collector, in conjunction with Tristar
Products, Inc. Products marketed and sold to date have included the 50 State US
Quarter Map and coin set, the "Presidential Coin" series, coin related jewelry,
signed photographs of the rock group Kiss and other products intended to appeal
to the mass market collector.

F - GMAI-Asia.com, Inc.

In March 1999, GMAI, along with other investors, formed GMAI-Asia.Com, Inc., a
Delaware corporation ("GMAI-Asia"), with the intent to expand into China and
South-East Asia via the Internet GMAI's core philatelic and collectible auction
and merchant/dealer businesses. The Company currently maintains a 45% ownership
interest in GMAI-Asia.com (on an undiluted basis).

Consistent with GMAI's initial goals, GMAI-Asia developed a technology package
for the People's Republic of China ("PRC") marketplace and an Internet presence
in the PRC. Additionally, GMAI-Asia launched its China business with a very
successful electronic auction of stamps during the World Stamp Exposition, which
was held in Beijing in June 1999.

While the initial stamp auction was successful, the opportunity for a
collectibles focused Internet business in the PRC in 1999 and the foreseeable
future proved very limited given the early state of development of the Internet
infrastructure in the PRC at that time. Thus, GMAI-Asia determined to expand its
focus and mission by developing a broad based cybermall.

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In October, 1999, new branding for the company was created under the trade name
"iAtoZ.com" and a new re-designed web site created for GMAI-Asia's new mission
was launched, www.iatoz.com. Additionally, the company commenced a search for a
traditional, "bricks and mortar" business which was synergistic with GMAI-Asia's
eCommerce strategy and possessed a common customer base, and which would support
GMAI-Asia's eCommerce vision and activities while the PRC Internet
infrastructure developed. The result of that search was GMAI-Asia's acquisition,
in February, 2000, of 65% of, and the exclusive right to manage, China
Everbright Telecom Land Network, Ltd., Shanghai's largest chain of retail stores
devoted exclusively to the sale of cellular telephone handsets, pagers, and
related communication devices.

China Everbright Telecom Land Network, Ltd., a company created and existing
pursuant to the laws of the British Virgin Islands, operated under the brand
names "EBT" and "Everbright Telecommunications" and its 100% owner immediately
prior to GMAI-Asia's purchase of 65% of the company was China Everbright
Technology Limited, a publicly listed company (SEHK: 256) ("EB Technology"). At
the time of GMAI-Asia's acquisition, China Everbright Telecom Land Network, Ltd.
owned or controlled 200+ physical stores and kiosks in Shanghai and several
smaller cities in the East Chinaregion of the PRC.

Immediately following the acquisition, GMAI-Asia and EB Technology re-branded
the China Everbright Telecom Land Network, Ltd. stores as "iAtoZ.com/EBT"
("IAE"). Additionally, GMAI-Asia, as the exclusive manager of the chain,
commenced a process of consolidating the chain's operations in order to reduce
costs and improve profitability, and eliminated unprofitable and marginal stores
shrinking the total number of stores to approximately 150 by December 2000.
GMAI-Asia also commenced implementing a strategy to convert the physical stores
from single purpose retail sales facilities into dual purpose facilities: retail
stores selling cell phones and related equipment and accessories and Internet
service centers at which customers of the iAtoZ cybermall can "browse" the
iAtoZ.com cybermall (not the Internet) on publicly accessible computer
terminals, pay for goods purchased on-line by delivering payment to the IAE
staff, and receive delivery of goods purchased on-line.

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

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

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

iAtoZ is GMAI-Asia's eCommerce company. It owns the iAtoZ.com cybermall and
related technology and technological infrastructure, as well as the rights to
the domain name iAtoZ.com. Additionally, iAtoZ owns the right to build and
operate a business-to-business web-site and electronic exchange for China's
automotive industry pursuant to an official grant of the PRC's Bureau of
Internal Trade.

Products are the PRC operating company of IAE. It owns all of the retail stores
of IAE and operates under the brand iAtoZ.com/EBT. Substantially all of the
retail sales transactions of IAE are conducted through Products. Immediately
prior to GMAI-Asia's acquisition of its 65% interest in IAE, EB Technology owned
75% of IAE and a third party, Shanghai Everbright Hite Communications Chain
Limited ("Hite"), owned the remaining 25% of IAE. Under this structure, some of
the retail stores comprising the IAE chain of stores acquired and certain
additional assets utilized by IAE were owned by Hite and another company,
Everbright Telecom Land Communication System (Shanghai) Co., Ltd. ("ETL").
Concurrent with the closing of the GMAI-Asia/EB Technology transaction, EB
Technology agreed to cause all of the IAE related assets owned by Hite and ETL
to be transferred to Products. The transfer process commenced immediately
following the closing and was completed prior to June 30, 2001. Some of the
assets to be transferred included licenses to retail stores comprising the IAE
chain.

PRC law does not currently permit non-PRC citizens or companies to own companies
carrying out certain types of activities, including the business activities
conducted by IAE. As a result, IAE, a British Virgin Islands company, cannot own
directly the shares of Products. Thus, the shares of Products are owned by PRC
companies controlled by EB Technology, and IAE and GMAI-Asia own options to
purchase for a nominal amount 65% (GMAI-Asia) and 35% (EB Technology) of the
shares of Products. GMAI-Asia also owns the exclusive right to manage Products.
Accordingly, Products and iAtoZ are not consolidated in the operations of
GMAI-Asia.

                                       9
<PAGE>

G. AUCTION POLICY & PROCEDURES

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

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

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

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

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

CLIENT SERVICES AND METHODS OF SALE FOR COLLECTIBLES OWNERS

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

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

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

The Company's range of client services for owners of items to be auctioned
includes making arrangements for the pick-up and transport of property (fully
insured for loss or damage) to the Company's vault for storage and safe-keeping,
and all matters

                                       10
<PAGE>

relating to displaying and promoting the property to potential buyers. Certain
aspects of these services are discussed in more detail in the following
subsections.

CONSIGNOR ADVANCES

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

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

COMPUTERIZATION AND SECURITY

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

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

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

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

FUTURE PLANNED EXPANSION

During June 2002, the Company entered into a letter of intent with Afinsa Bienes
Tangibles, S.A. ("Afinsa"), relating to the sale of substantially all of
Afinsa's non-investment collectibles business, currently operated primarily
through Auctentia, S.A. ("Auctentia"), a wholly owned subsidiary of Afinsa, in
exchange for shares of GMAI's common stock. Auctentia currently owns
approximately 43% of the common stock of GMAI. If the transaction is completed,
the Company expects that Auctentia or an affiliate will own approximately 70% of
its common stock. It is currently anticipated that the businesses to be sold to
GMAI will include businesses focused on philatelic and numismatic collecting,
including, among others, Afinsa Auctions, Heinrich Kohler and de Rosa Group
International; businesses focused on the fine arts market, including, among
others, art galleries and Finarte Espana Auction; as well as the online
operations of Centrodearte, DooCollect and Mercart. If the deal is consummated,
the Company believes that the combined company will be one of the world's
largest collectibles companies. The impact of this transaction on financial
condition, results of operations, and earnings per share is not known at this
time. The letter of intent, which is non-binding, provides for the parties to
immediately start negotiating a definitive purchase agreement and complete the
due diligence process. This process is ongoing. It is expected that the
transaction will close by the quarter ended March 31, 2003. The purchase
agreement will contain usual and customary conditions to closing, including
obtaining shareholder approval of the transaction and any required regulatory
approvals. There can be no assurance that the proposed transaction will be
consummated, or if consummated, on the terms described above.


                                       11
<PAGE>

REGULATORY MATTERS

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

EMPLOYEES

The Company presently has 54 full-time employees, including its President, Chief
Executive Officer and Chairman of the Board, Greg Manning and Chief Financial
Officer, Larry Crawford. The Company also hires persons on a temporary basis to
assist in organizing its auctions and for other specialized purposes.

Item 2      DESCRIPTION OF PROPERTY

      The Company's headquarters are located in space leased under an agreement
that extends to January 31, 2005 (with an option to purchase) and consists of
approximately 18,600 square feet of office and warehouse facilities located at
775 Passaic Avenue, West Caldwell New Jersey at an annual rental of
approximately $137,000. The Company also leases approximately 7,300 square feet
of office space for its Teletrade subsidiary in Kingston, New York at an annual
rental of approximately $89,000. The Company also leases approximately 7,500
square feet of office space in Santa Ana, California for its Spectrum subsidiary
at an annual rental of approximately $211,000 and an additional 2,168 square
feet for the California operations of its Teletrade subsidiary at an annual
rental of approximately $58,500. The Company also rents other storage facilities
located mostly in New Jersey, at annual rentals of approximately $21,000.

Item 3      LEGAL PROCEEDINGS

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

Item 4      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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


PART II

Item 5      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      The Company's Common Stock is listed on NASDAQ National Market ("NASDAQ")
under the symbol "GMAI". According to American Stock Transfer & Trust and ADP
Proxy Services, the holders of record of the Company's Common Stock totaled 90
and beneficial owners of record totaled 2,057 at June 30, 2002.

      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, 2002, 2001 and 2000 are shown in the
following schedule:

<TABLE>
<CAPTION>

                                            For the years ended June 30,
                      --------------------------------------------------------------------------------------------
                               2002                             2001                             2000
                      ------------------------        -------------------------        ---------------------------
(Quarter)               High            Low             High             Low             High              Low
---------             ---------       --------        ---------        --------        ---------        ---------

<S>                   <C>             <C>             <C>              <C>             <C>              <C>
First                 $   2.35        $   1.26        $   11.88        $   7.69        $   28.50        $   10.88
Second                $   2.25        $   1.30        $    8.69        $   1.75        $   17.50        $    9.31
Third                 $   2.25        $   1.40        $    3.22        $   1.78        $   27.81        $   12.88
Fourth                $   1.90        $   1.25        $    3.01        $   1.25        $   21.50        $    9.53
</TABLE>


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

                                       12
<PAGE>

      In addition, during fiscal year 2001 the Company entered into two stock
purchase agreements with Auctentia, S.A. ("Auctentia"), a wholly owned
subsidiary of Afinsa Bienes Tangibles, S.A. ("Afinsa"). Under the first
agreement, dated as of May 16, 2001, the Company issued to Auctentia 1,000,000
shares of the Company's common stock, for an aggregate purchase price of $2
million, which represents the closing price of the Company's common stock on May
16, 2001. Under the second agreement, dated as of May 23, 2001, the Company
agreed to issue an additional 1,000,000 shares of the Company' common stock for
an aggregate purchase of $2 million, in five installments commencing June 15,
2001 and ending October 15, 2001. These payments have been made in full and the
stock has been issued.

      In late January and early February 2000, GMAI issued in a private
placement to The Tail Wind Fund Ltd., LBI Group Inc., and Lombard Odier & Cie an
aggregate of 750,000 shares of the Company's common stock for approximately
$11,273, net of expenses. In connection with this transaction, warrants to
acquire 142,500 shares of the Company's common stock were issued to these
investors and their advisors. Thereafter, on May 14, 2001, the Company entered
into an agreement with these On May 14, 2001, the Company entered into an
agreement with The Tail Wind Fund Ltd., LBI Group Inc., and Lombard Odier & Cie,
which amended certain provisions of the original purchase agreement between the
Company and such investors, dated January 25, 2000. Under the terms of the
amendment, the Investors waived rights to receive additional stock of the
Company pursuant to the terms of the original agreement, (which they had
received as anti-dilution protection) in exchange for the issuance to the
investors of an aggregate of 627,500 shares of the Company's common stock, par
value $.01 per share, and subject to certain other conditions. In addition, on
that date, the Company entered into a purchase agreement with The Tail Wind Fund
Ltd. pursuant to which the Company sold an aggregate of 500,000 shares of common
stock of GMAI-Asia.com, Inc., par value $1.00 per share, owned by it to such
investor.

      Esteban Perez, a director of the Company, is Chairman of the Board of
Directors and Chief Executive Officer of Auctentia. Albertino de Figueiredo,
also a director of the Company, is Chairman of the Board of Afinsa. At June 30,
2002, Auctentia held 5,435,886 shares of common stock of the Company,
representing approximately 43% of the total number of shares outstanding as of
June 30, 2002, plus 126,833 shares into which the 126,833 warrants held by
Auctentia may be exercised, according to the Amendment to Schedule 13D filed by
Afinsa with the Securities and Exchange Commission, dated June 20, 2002.

      The stock of the Company issued and to be issued as described above is
subject to certain registration rights.

Item 6 SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in conjunction
with, and are qualified by reference to, the Consolidated Financial Statements
and Notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" appearing elsewhere in this report. The
consolidated statement of operations and the consolidated balance sheet data for
the years ended June 30, 2002, 2001, 2000, 1999 and 1998, are derived from, and
are qualified by reference to, the audited consolidated financial statements of
Greg Manning Auctions, Inc.


                                       13
<PAGE>

<TABLE>
<CAPTION>

                                                       Greg Manning Auctions, Inc.
                                                          Years Ended June 30,
                                                 (In Thousands, except per share data)

Consolidated Statements of Operations Data:                          2002          2001          2000        1999 (1)       1998 (1)
                                                                  ---------      --------      --------      --------      ---------
<S>                                                                <C>           <C>           <C>           <C>           <C>
        Net Revenues                                               $ 80,777      $ 67,396      $ 62,379      $ 77,484      $  8,690
        Cost of merchandise sold                                     71,966        62,354        50,559        65,741         4,569
                                                                                                                           --------
            Gross profit                                              8,811         5,042        11,820        11,743         4,121

        Sales and marketing expenses                                  1,578         1,879         2,442         2,033           581
        Depreciation and Amortization                                 1,416         1,564         1,010           739           374
        Other Expense                                                     6           340          --            --            --
        Acquisition and merger costs                                   --             205           926          --            --
        Intangible impairment                                         4,741         2,158          --            --            --
        General, administrative, and all other
          operating expenses                                         10,041        10,536        10,845         9,136         3,892
                                                                   --------      --------      --------      --------      --------
            Total operating expenses                                 17,782        16,682        15,223        11,908         4,847
                                                                   --------      --------      --------      --------      --------
        Income (loss) from operations                                (8,971)      (11,640)       (3,403)         (165)         (726)

        Interest and other expense (net)                               (713)       (1,136)       (1,090)       (1,201)         (233)
        Gain on sale of marketable securities and investments          --            --              14         2,555           672
        Income (loss) from operations of investee                      (250)       (4,951)         (851)           95          --
                                                                   --------      --------      --------      --------      --------
        Income (loss) before income taxes                            (9,934)      (17,727)       (5,330)        1,284          (287)
        Provision for (benefit from) income taxes                     3,243        (1,404)       (1,661)          461           (55)
                                                                   --------      --------      --------      --------      --------
        Net income (loss)                                          $(13,177)     $(16,323)     $ (3,669)     $    823      $   (232)
                                                                   ========      ========      ========      ========      ========
        Net income (loss) per share:
            Basic                                                  $  (1.06)     $  (1.58)     $  (0.38)     $   0.11      $  (0.05)
                                                                   ========      ========      ========      ========      ========
            Diluted                                                $ (1.06) $    $  (1.58)     $  (0.38)     $   0.11      $  (0.05)
                                                                   ========      ========      ========      ========      ========
        Weighted average shares:
            Basic                                                    12,469        10,299         9,710         7,355         4,420
                                                                   ========      ========      ========      ========      ========
            Diluted                                                  12,469        10,299         9,710         7,799         4,420
                                                                   ========      ========      ========      ========      ========
 Consolidated Balance Sheet Data:

        Cash and cash equivalents                                  $  2,169      $  2,158      $  1,092      $    811      $    603
                                                                   ========      ========      ========      ========      ========
        Total Current Assets                                         22,117        25,971        33,265        33,967        12,465
                                                                   ========      ========      ========      ========      ========
        Total Assets                                                 27,348        40,452        55,443        46,772        18,663
                                                                   ========      ========      ========      ========      ========

        Total Current Liabilities                                  $ 15,576      $ 16,885      $ 17,365      $ 22,840      $ 11,010
                                                                   ========      ========      ========      ========      ========
        Total Long-Term Liabilities                                     116           168           111         3,605           118
                                                                   ========      ========      ========      ========      ========
        Total Liabilities                                            15,692        17,053        17,476        26,445        11,128
                                                                   ========      ========      ========      ========      ========
        Total Stockholders' Equity                                   11,656        23,399        37,967        20,327         7,536
                                                                   ========      ========      ========      ========      ========
        Total Liabilities and Stockholders' Equity                 $ 27,348      $ 40,452      $ 55,443      $ 46,772      $ 18,663
                                                                   ========      ========      ========      ========      ========
</TABLE>

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


                                       14
<PAGE>

<TABLE>
<CAPTION>

                                                       Greg Manning Auctions, Inc.
                                                     Condensed Interim Financial Data
                                                              (unaudited)

 (In Thousands except per share amounts)             1st Quarter     2nd Quarter      3rd Quarter       4th Quarter         Total
  ---------------------------------------------------------------------------------------------------------------------------------
 2002
  ---------------------------------------------------------------------------------------------------------------------------------

<S>                                                    <C>              <C>              <C>              <C>              <C>
Net Revenues                                           $ 18,680         $ 17,436         $ 22,053         $ 22,608         $ 80,777
Cost of merchandise sold                                 16,501           15,030           19,403           21,032           71,966
                                                       --------         --------         --------         --------         --------
     Gross profit                                         2,179            2,406            2,650            1,576            8,811

Sales and marketing expenses                                353              327              402              496            1,578
Depreciation and Amortization                               362              341              343              370            1,416
Other Expense                                              --               --               --                  6                6
Acquisition and merger costs                               --               --               --               --               --
Intangible Impairment                                      --               --               --              4,741            4,741
General, administrative, and all
other operating expenses                                  2,286            2,328            2,209            3,219           10,041
                                                       --------         --------         --------         --------         --------
     Total operating expenses                             3,001            2,996            2,954            8,832           17,782
                                                       --------         --------         --------         --------         --------
Income (loss) from operations                              (822)            (590)            (304)          (7,256)          (8,971)

Interest and other expense (net)                           (103)            (188)            (160)            (262)            (713)
Income (loss) from operations of                           --
investees                                                  --               (250)            --               --               (250)
                                                       --------         --------         --------         --------         --------
Income (loss) before income taxes                          (925)          (1,028)            (464)          (7,517)          (9,934)
Provision for (benefit) income taxes                       --               --                200            3,043            3,243
                                                       --------         --------         --------         --------         --------
Net income (loss)                                      $   (925)        $ (1,028)        $   (664)        $(10,560)        $(13,177)
                                                       ========         ========         ========         ========         ========

Net income (loss) per share:
     Basic                                             $  (0.08)        $  (0.08)        $  (0.05)        $  (0.85)        $  (1.06)
                                                       ========         ========         ========         ========         ========
     Diluted                                           $  (0.08)        $  (0.08)        $  (0.05)        $  (0.85)        $  (1.06)
                                                       ========         ========         ========         ========         ========


 (In Thousands except per share amounts)             1st Quarter     2nd Quarter      3rd Quarter       4th Quarter         Total
  ---------------------------------------------------------------------------------------------------------------------------------
 2001
  ---------------------------------------------------------------------------------------------------------------------------------

Net Revenues                                           $ 14,407         $ 13,527         $ 17,836         $ 21,626         $ 67,396
Cost of merchandise sold                                 11,945           11,288           16,683           22,438           62,354
                                                       --------         --------         --------         --------         --------
     Gross profit                                         2,462            2,239            1,153             (812)           5,042
                                                                                                                           --------
Sales and marketing expenses                                616              461              306              496            1,879
Depreciation and Amortization                               363              373              424              404            1,564
Other expenses                                                                                                 340              340
Acquisition and merger costs                               --                205             --               --                205
Intangible Impairment                                      --               --                300            1,858            2,158
General, administrative, and all
other operating expenses                                  2,356            2,542            2,665            2,974           10,536
                                                       --------         --------         --------         --------         --------
     Total operating expenses                             3,335            3,581            3,695            6,072           16,682
                                                       --------         --------         --------         --------         --------
Income (loss) from operations                              (873)          (1,342)          (2,541)          (6,884)         (11,640)
                                                                                                                           --------
Interest and other expense (net)                           (173)            (265)            (344)            (353)          (1,135)
Income (loss) from operations of                           --
investees                                                  (277)            (432)            (245)          (3,997)          (4,951)
                                                       --------         --------         --------         --------         --------
Income (loss) before income taxes                        (1,323)          (2,039)          (3,130)         (11,234)         (17,727)
Provision for (benefit) income taxes                       (423)            (604)            (977)             600           (1,404)
                                                       --------         --------         --------         --------         --------
Net income (loss)                                      $   (900)        $ (1,435)        $ (2,153)        $(11,834)        $(16,323)
                                                       ========         ========         ========         ========         ========

Net income (loss) per share:
     Basic                                             $  (0.09)        $  (0.14)        $   0.21         $  (1.07)        $  (1.58)
                                                       ========         ========         ========         ========         ========
     Diluted                                           $  (0.09)        $  (0.14)        $   0.21         $  (1.07)        $  (1.58)
                                                       ========         ========         ========         ========         ========
</TABLE>


                                       15

<PAGE>

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

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

      Effective February 18, 2000, the Company's acquisition of Spectrum
Numismatics International, Inc. ("Spectrum") was consummated. The acquisition
has been accounted for using the pooling of interests method of accounting. In
accordance with Generally Accepted Accounting Principles, the historical
financial statement information presented below includes the balances from
Spectrum's financial statements as if the acquisition had been made as of July
1, 1999.

General

      The Company has one segment consisting of various collectibles, which are
summarized, in the accompanying table.

<TABLE>
<CAPTION>

                                                                               For the Years Ended June 30,
                                                             -------------------------------------------------------------------
                                                                          (In Thousands, except for percentages)
                                                                                                             Percentages
                                                               2002       2001      2000            2002        2001        2000
                                                               ----       ----      ----            ----        ----        ----

<S>                                                          <C>        <C>        <C>              <C>         <C>         <C>
 Aggregate Sales                                             $ 99,224   $ 96,489   $114,122         100%        100%        100%
                                                             ========   ========   ========
         By Source:
                          A. Auction                           22,608     34,156     58,459          23%         35%         51%
                          B. Sales of Inventory                76,616     62,333     55,663          77%         65%         49%
                                                             --------   --------   --------       -----       -----        ----
                                                             $ 99,224   $ 96,489   $114,122         100%        100%        100%
                                                             ========   ========   ========       =====       =====        ====

         By Collectible Type:
                          A. Philatelics                       12,239     15,192     14,125          12%         16%         12%
                          B. Numismatics                       77,831     58,641     60,110          78%         61%         53%
                          C. Mass Market Collectibles           1,679      5,313     26,925           2%          6%         24%
                          D. Sports Collectibles                3,782      7,034      8,078           4%          7%          7%
                          E. Diamond                             --           93        484           0%          0%          0%
                          F. Art                                   40         39         74           0%          0%          0%
                          G. Other Collectibles                 3,653     10,177      4,326           4%         10%          4%
                                                             --------   --------   --------       -----       -----        ----
                                                             $ 99,224   $ 96,489   $114,122         100%        100%        100%
                                                             ========   ========   ========       =====       =====        ====
</TABLE>

      The Company's aggregate sales are generated by the sale of property at
auction, by private treaty and by sale of the Company's inventory. The table
above displays the aggregate sales for the Company for the years ended June 30,
2002, 2001 and 2000, and shows the comparisons for the respective years
subdivided by source and collectible type:

      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. Mass-market
collectibles as shown above are the sales of the Greg Manning Direct, Inc.
subsidiary.

      The Company's revenues are represented by the sum of (a) the proceeds from
the sale of the Company's inventory, and (b) the portion of sale proceeds from
auction or private treaty that the Company is entitled to retain after remitting
the sellers' share, consisting primarily of commissions paid by sellers and
buyers. Generally, the Company earns a commission from the seller of 5% to 15%
(although the commission may be slightly lower on high value properties) and a
commission of 10% to 15% from the buyers.


                                       16
<PAGE>

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

<TABLE>
<CAPTION>

                                                           Amounts Stated In %s

                                                            Fiscal Year
                                                        2002                2001               2000
                                                 -----------------------------------------------------

<S>                                                     <C>                <C>                 <C>
Net Revenue                                             100.0  %           100.0  %            100.0  %
Gross Profit                                             10.9                7.5                18.9

Operating Expenses
      General and Administrative                          6.8                8.0                 9.7
      Depreciation and Amortization                       1.8                2.3                 1.6
      Intangible Impairment                               5.9                3.2                  -
      Other Expense                                        -                 0.5                  -
      Salaries and Wages                                  5.5                7.7                 7.7
      Acquisition and Merger Costs                         -                 0.3                 1.5
      Marketing                                           2.0                2.8                 3.9
                                                -----------------------------------------------------
Total Operating Expenses                                 21.9               24.8                24.4
                                                -----------------------------------------------------
Operating Income (Loss)                                 (11.0)             (17.3)               (5.5)

Interest Income and Expense (net)                        (0.9)              (1.7)               (1.7)
Loss from operations of investee                         (0.3)              (7.3)               (1.4)
Gain on sale of marketable securities                      -                  -                   -
                                                -----------------------------------------------------
Loss before income taxes                                (12.2)              (9.0)               (3.1)
                                                -----------------------------------------------------
Provision for (Benefit from) income taxes                 4.0               (2.1)               (2.7)
Net Loss                                                (16.2) %           (24.2) %             (5.9)%
                                                =====================================================
</TABLE>

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

      Revenues:

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

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

                  Gross profit increased from approximately $5,042 for the year
            ended June 30, 2001 to approximately $8,811 for the year ended June
            30, 2002. This represents an increase of approximately $3,769 (75%).
            Included in Cost of Merchandise Sold are reserves recorded to
            reflect management's estimate of net realizable value of inventories
            relating to price variability of approximately $1,400, $2,400 and
            $500 for the years ended June 30, 2002, 2001 and 2000, respectively.
            The increased gross profit also reflects a

                                       17
<PAGE>

            stronger inventory value resulting from management's aggressive
            program to lower inventory balances of poorly performing inventory,
            which was initiated in fiscal 2001.

      Operating Expenses:

                  The increase in overall costs (7%), in combination with the
            revenue increases (20%) had the effect of decreasing operating costs
            as a percentage of operating revenue from 25% during the year ended
            June 30, 2001 to 22% in the year ended June 30, 2002. The Company
            recorded expenses relating to bad debt of $601 in fiscal 2002 and
            $415 during fiscal 2001. Over the past five the average ratio of bad
            debt to aggregate sales was less than 1%. The Company's aggregate
            operating expenses, exclusive of cost of merchandise sold, for the
            year ended June 30, 2002 totaled approximately $17,782 compared with
            approximately $16,682 for the year ended June 30, 2001, representing
            an increase of approximately $1,100 (or 7%). Included in the
            operating loss for fiscal 2002 are expenses relating to intangible
            impairments of $4,741 as compared to $2,158 in fiscal 2001 and
            although this represents an increase of $2,583 it was offset by
            reductions in all other expenses. The intangible impairment charges
            were based on future discounted cash flows as further described in
            the Company's Critical Accounting Policies. The primary decreases in
            the operating expenses for the year ended June 30, 2002 from the
            prior year were decreases in salaries and wages of approximately
            $633 (12%), a decrease in acquisition and merger costs of $205
            (100%) and other expenses decreasing $334 (98%).

      Interest income and expense:

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

      Provision for Income Taxes:

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

      Net Income (Loss):

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


Results of Operations Years ended June 30, 2001 and 2000 (Dollars in thousands
except as noted or per share information)

      Revenues:

                  For the year ended June 30, 2001, operating revenues increased
            approximately $5,017 (8%) to approximately $67,396 compared with
            approximately $62,379 for the year ended June 30, 2000. This
            increase is largely attributable to an increase in sales of owned
            inventory of approximately $6,670. This increase was primarily the
            result of higher sales by Spectrum of approximately $2,356, and
            increased sales of comics and movie posters. These increases were
            partially offset by a decrease in commission revenue of
            approximately $1,653, which was primarily the result of decreased
            commissions earned from Greg Manning Direct Inc. of approximately
            $1,640.

                  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

                                       18
<PAGE>

            offered for sale at auction at a price that cannot be predicted in
            advance. Such determination is based on the potential risks and
            rewards involved, and includes an evaluation of the marketability of
            the property and the potential pool of buyers. The Company engages
            in a similar analysis in determining whether to acquire inventory
            for its own account and the price it is willing to pay for such
            inventory.

                  Gross profit decreased, from approximately $11,820 for the
            year ended June 30, 2000 to approximately $5,042 for the year ended
            June 30, 2001. This represents a decrease of approximately $6,778.
            Included in Cost of Merchandise Sold are reserves recorded to
            reflect management's estimate of net realizable value of inventories
            relating to price variability of approximately $2,400 and $500 for
            the years ended June 30, 2001 and 2000, respectively. This reduced
            gross profit also reflects management's aggressive program to lower
            inventory balances, which was initiated earlier this year.

      Operating Expenses:

                  The Company's aggregate operating expenses, exclusive of cost
            of merchandise sold, for the year ended June 30, 2001 totaled
            approximately $16,682 compared with approximately $15,222 for the
            year ended June 30, 2000, representing an increase of approximately
            $1,459 (or 10%). Included in the operating loss for fiscal 2001 are
            expenses relating to intangible impairment of $2,158 and acquisition
            and merger costs of $205.The primary changes in the operating
            expenses for the year ended June 30, 2001 from the prior year were
            decreases in marketing costs of approximately $563 (23%) and general
            and administrative expenses of approximately $ 651 (12%), which were
            partly offset by increases in depreciation and amortization of
            approximately $554 (55%) and salaries and wages of approximately
            $342 (7%). These increases in overall costs, in combination with the
            revenue increases had the effect of increasing operating costs as a
            percent of operating revenue from 24% during the year ended June 30,
            2000 to 25% in the year ended June 30, 2001. The Company recorded
            expenses relating to bad debts of $415 in fiscal 2001 and $534
            during fiscal 2000. Over the past five years, the average ratio of
            bad debt to aggregate sales was less than 1%.

      Interest income and expense:

                  Interest expense decreased approximately $115 (7%) to
            approximately $1,428 for the year ended June 30, 2001 as compared to
            that of the previous year. This decrease was attributable to lower
            average borrowings caused primarily by the repayment of loans.
            Interest income decreased during the year ended June 30, 2001 by
            approximately $161 (36%). This was caused by an overall decrease in
            advances to consignors.

      Provision for Income Taxes:

                   The Company's effective tax rate (benefit) for the year ended
            June 30, 2001 and 2000 were approximately (8%) and (31%),
            respectively. The difference primarily relates to a valuation
            allowance provided for net operating loss carryforwards. This rate
            may change in future periods if operating results or acquisition
            related costs differ significantly from current projections.

      Net Income (Loss):

                   The Company recorded a net loss for the year ended June 30,
            2001 of approximately $16,323 compared to approximately $3,668 for
            the year ended June 30, 2000 and reflected an increased loss of
            approximately $12,655 during this period. The decrease in operating
            income of approximately $8,237 during the year ended June 30, 2001,
            coupled with the increase in losses from operations of investees of
            approximately $4,100 and a decrease in the provision for income
            taxes (benefit) of approximately $257 compared to the previous year
            were the main contributors to the change in earnings.

                  Of the aforementioned loss from operations of investees,
            approximately $3,186 relates directly to advances made by GMAI-Asia,
            to its unconsolidated affiliates, China Everbright Telecommunication
            Products, Ltd. ("Products") and iAtoZ.Com, Limited ("iAtoZ"). These
            advances were written off in Fiscal 2001; the effect of this
            write-off on GMAI's fiscal 2001 results was approximately $2,086.
            The effect on the Company relating to GMAI-Asia's amortization of
            goodwill expense was approximately $1,200.

European Monetary Union

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

                                       19
<PAGE>

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


Liquidity and Capital Resources

                              Operating Activities

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

      The Company experienced a positive cash flow from operating activities of
    approximately $620 for the year ended June 30, 2001 as compared to a
    negative cash flow of approximately $7,639 for fiscal 2000, an increase of
    approximately $8,259. This increase in cash flow for the year ended June 30,
    2001 was primarily attributable to a decrease in inventory of approximately
    $6,248 and a decrease in advances it's consignors of approximately $2,000
    and a decrease in accounts payable to third party consignors of
    approximately $1,243.

    Contractual Obligations

                  Our contractual obligations related to non-cancelable
         operating and capital leases at June 30, 2002 were as follows:

 Payments due in:            Operating Leases               Capital Leases
 ----------------            ----------------               --------------

1 year                           $  600                        $   67
2 years                             505                            72
3 years                             453                            35
4 years                             242                             9
5 years                              --                            --
more than 5 years                    --                            --
                                 ------                        ------
                                  1,800                           183
                                 ======                        ======


    Commercial Commitments

                 Our commercial commitments at June 30, 2002 consist of a
    remaining guarantee of $2,400 of indebtedness of China Everbright
    Telecom-Land's Shanghai subsidiary. The guarantee was entered into as part
    of the February 15,2000 acquisition of GMAI-Asia (See Note 8 to accompanying
    consolidated financial statements). This commitment is expected to expire in
    fiscal 2003.

                              Investing Activities

                 The Company had a negative cash flow from investing activities
    of approximately $381 for year ended June 30, 2002 as compared to a negative
    cash flow of $720 for year ended June 30, 2001 or an increase of $339. The
    increase in cash flow in 2002 was attributable to a decline in capital
    expenditures in the amount of approximately $858.

               The Company had a negative cash flow from investing activities of
    approximately $720 for the year ended June 30, 2001 as compared to a
    negative cash flow of approximately $2,743 for the previous year, an
    increase of approximately $2,023. The change in cash flows for the year
    ended June 30, 2001 was primarily attributable to a decrease in equity
    method investees.

                              Financing Activities

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

                                       20
<PAGE>

          The Company had positive cash flow from financing activities of
   approximately $1,166 for the year ended June 30, 2001 as compared to $10,663
   for the previous year, a decrease of approximately $9,497. This decrease was
   primarily caused by a decrease in proceeds from stock subscriptions
   receivable of approximately $3,000 and proceeds from the sale of common stock
   of approximately $13,868 which was partly offset by decreases in repayment of
   demand and loans payable of approximately $7,318.

      During October 2001, the Company paid off its previous line of credit
    facilities with Brown Brothers Harriman & Co. and Bank of America. This debt
    was replaced with the following credit facilities:

          During 2002 the Company entered into an agreement with Afinsa to which
   Afinsa agreed to provide the Company with a revolving credit facility of up
   to $2,000. Borrowings under this facility bear interest at an annual rate of
   8%. The agreement also provides that any borrowings not repaid in accordance
   with the terms of the agreement may be converted into GMAI stock at the
   discretion of Afinsa. As of June 30, 2002, $1,400 and as of September 15,
   2002, $2,000 had been borrowed under this agreement. The agreement expires
   October 2002 and is expected to be renewed for an additional 6 months. The
   Company also has a note with a privately held capital fund in the amount of
   $4,000 at June 30, 2002. The loan is collateralized by inventory and has an
   interest rate of 10% and is due December 31, 2003.

          The Company has a note payable in the amount of $1,450, collateralized
   by specific coin inventory with an interest rate of 9% with quarterly
   payments of $500 commencing in April 2002 until the loan is repaid in June
   2003. The balance of notes payable of $183 represents capital leases for the
   purchase of equipment and they carry interest rates ranging from 13% to 21%.

          During June 2002, the Company entered into a letter of intent with
    Afinsa, relating to the sale of substantially all of Afinsa's non-investment
    collectibles business, currently operated primarily through Auctentia, in
    exchange for shares of GMAI's common stock. Auctentia currently owns
    approximately 43% of the common stock of GMAI. If the transaction is
    completed, the Company expects that Auctentia or an affiliate will own
    approximately 70% of its common stock. It is currently anticipated that the
    businesses to be sold to GMAI will include businesses focused on philatelic
    and numismatic collecting, including, among others, Afinsa Auctions,
    Heinrich Kohler and de Rosa Group International; businesses focused on the
    fine arts market, including, among others, art galleries and Finarte Espana
    Auction; as well as the online operations of Centrodearte, DooCollect and
    Mercart. If the deal is consummated, the Company believes that the combined
    company will be one of the world's largest collectibles companies. The
    impact of this transaction on financial condition, results of operations,
    and earnings per share is not known at this time. The letter of intent,
    which is non-binding, provides for the parties immediately to start
    negotiating a definitive purchase agreement and complete the due diligence
    process. This process is ongoing. It is expected that the transaction will
    close by the quarter ended March 31, 2003. The purchase agreement will
    contain usual and customary conditions to closing, including obtaining
    shareholder approval of the transaction and any required regulatory
    approvals. There can be no assurance that the proposed transaction will be
    consummated, or if consummated, on the terms described above.

         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, 2002 and 2001, the
    Company's expense relating to bad debt was approximately $601 and $415
    respectively. For the years ended June 30, 2002 and 2001 the Company's
    history of bad debts has been less than 1% of revenue.

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

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

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

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

          Approximately 6 weeks after the auction date, often referred to as the
   settlement date, the payables to consignors decrease to zero as all the
   consignors are paid and the Company withholds a portion of the amounts due
   the consignor for the sale of the

                                       21
<PAGE>

    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, numismatic, sports and other collectibles dealers and collectors
    throughout the world that services the Company's operations. 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.

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

         Management believes that the Company's cash flow from ongoing
    operations supplemented by the Company's working capital credit facilities
    will be adequate to fund the company's working capital requirements for the
    next 12 months. However, to complete any of the Company's proposed expansion
    activities or to make any significant acquisitions, the Company will
    consider exploring financing alternatives including increasing its working
    capital credit facilities or raising additional debt or equity capital. The
    raising of additional equity capital will cause dilution to existing
    shareholders.


Inflation

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

Critical Accounting Policies

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

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

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


      o     Revenue Recognition

      o     Allowances for Doubtful Accounts and Sales Returns

      o     Inventory Valuation and Classification

      o     Goodwill and Intangible Assets

      o     Accounting for Income Taxes

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

                                       22
<PAGE>

    Revenue Recognition

      The Company derives revenues from two primary sources:

      1.    Auction Revenue:

                  Revenue is recognized when collectibles are sold at auction
            and is represented by an auction commission received from the buyer
            and seller. Auction commissions represent a percentage of the hammer
            price at auction sales as paid by the buyer and the seller. Such
            amounts of revenue are recorded on a net basis as commission
            revenue.

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

      2.    Private Treaty Sales:

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

                  Private treaty sales of consigned property occur when an owner
            of property arranges with the Company to sell such consigned
            property to a third party at a privately negotiated price. In such a
            transaction, the owner may set selling price parameters for the
            Company, or the Company may solicit selling prices for the owner,
            and the owner may reserve the right to reject any selling price. The
            Company does not guarantee a fixed price to the owner, which would
            be payable regardless of the actual sales price ultimately received.
            The Company recognizes as private treaty revenue an amount equal to
            a percentage of the sales price. Such amounts of revenue are
            recorded on a net basis as commission revenue and are recognized
            when sold.

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

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


    Allowances for Doubtful Accounts and Sales Returns

         The Company makes judgments as to our ability to collect outstanding
    auction and consignor advances receivables and provides allowances for the
    portion of receivables when collection becomes doubtful. Provisions are made
    based upon a specific review of all significant outstanding invoices. For
    those invoices not specifically reviewed, provisions are provided at
    differing rates, based upon the age of the receivable. The Company
    continuously monitors payments from it's customers and maintains allowances
    for doubtful accounts for estimated losses resulting from the inability of
    our customers to make required payments. When the Company evaluates the
    adequacy of our allowances for doubtful accounts, it takes into account
    various factors including accounts receivable aging, customer
    credit-worthiness, historical bad debts, and geographic and political risk.
    If the financial condition of our customers deteriorates, resulting in an
    impairment of their ability to make payments, additional allowances may be
    required.

         The Company also records a provision for estimated sales returns in the
    same period as the related revenues are recorded. These estimates are based
    used on historical sales returns, analysis of credit memo data and other
    known factors. If the historical data the Company used to calculate these
    estimates do not properly reflect future returns, then a change in the
    allowances would be made in the period in which such a determination is made
    and revenues in that period could be adversely affected. Sales returns have
    not historically been material.

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

                                       23
<PAGE>

    Inventory Valuation and Classification

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

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


    Goodwill and Intangible Assets

         The Company records impairment losses on goodwill and other intangible
    assets when events and circumstances indicate that such assets might be
    impaired and the estimated fair value of the asset is less than its recorded
    amount in accordance with Statement of Financial accounting Standards
    ("SFAS") No 121, "Accounting for Impairment of Long-Lived Assets and for
    Long-Lived Assets to be disposed of." The Company reviews the value of its
    long-lived assets, including goodwill, for impairment whenever events or
    changes in business circumstances indicate that the carrying amount of the
    assets may not be fully recoverable or that the useful lives of these assets
    are no longer appropriate. Conditions that would necessitate an impairment
    assessment include material adverse changes in operations, significant
    adverse differences in actual results in comparison with initial valuation
    forecasts prepared at the time of acquisition, a decision to abandon certain
    acquired products, services or marketplaces, or other significant adverse
    changes that would indicate the carrying amount of the recorded asset might
    not be recoverable.

         The Company evaluates the recoverability of goodwill and intangible
    assets using undiscounted cash flows whenever events or changes in
    circumstances indicate that the carrying value of goodwill and other
    purchased intangibles may not be recoverable. The amount of impairment, if
    any, is measured based on discounted future cash flows using the Company's
    average cost of funds. For the year ended June 30, 2002, the Company
    performed this analysis with assistance from an independent valuation
    expert. The tests the Company performed compared the expected future
    discounted cash flows for a five-year period, to the carrying amount of the
    long-lived assets resulting from purchase business combinations. In
    performing these analyses, the Company uses the best information available
    in the circumstances including reasonable and supportable assumptions and
    projections. However, it is possible that the estimates and assumptions
    used, such as future revenue and expense levels, in assessing that value may
    need to be reevaluated in the case of continued market deterioration, which
    could result in further impairment of these assets.

         Effective July 1, 2002, the Company will adopt SFAS No. 142, Goodwill
    and Other Intangible Assets. SFAS 142 will require that goodwill and
    intangible assets with indefinite useful lives no longer be amortized, but
    instead tested for impairment at least annually in accordance with the
    provisions of Statement 142. SFAS 142 will also require that intangible
    assets with estimable useful lives be amortized over their respective
    estimated useful lives to their estimated residual values, if any, and
    reviewed for impairment.

          Upon adoption, the Company will re-evaluate the future estimated
    useful lives of its intangible assets that have an indefinite life.


    Income Taxes

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

                                       24
<PAGE>

    increase in the valuation allowance could have a material adverse impact on
    net income in the period in which such determination is made.


    New Accounting Pronouncements

      Refer to Note 1 in the accompanying consolidated financial statements.


    Safe Harbor Statement

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

      o     The Company incurred a net loss of $13,177 for the fiscal year ended
            June 30, 2002. The Company is seeking to reduce operating expenses,
            optimize profitability and align resources with long-term business
            growth strategies, as well as to explore new sources of collectibles
            in an effort to increase margins and revenues from commissions.
            There can be no assurance, however, that these steps (or any others)
            will result in a significant improvement in the Company's financial
            condition, on either a short or long-term basis particularly in
            light of generally unfavorable economic conditions and changes in
            the collectibles marketplace.

      o     There can be no assurance that the proposed transaction with Afinsa
            will be consummated, or if consummated, on the terms described
            above. If the transaction is not consummated, the Company will be
            required to obtain new sources of financing to replace its current
            credit facility, which expires shortly. If the Company fails to do
            so on a timely basis and upon satisfactory terms, the Company's
            operations and cash flow could be materially and adversely affected.

      o     If the revenue of the Company fails to offset operating expenses in
            the future, the Company may be required to fund future operations
            through the sale of additional common stock, which could cause the
            market price of the stock to decline, as well as have a dilutive
            effect on the value of the common stock currently outstanding.

      o     At times there may be 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.

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

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

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

      o     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.

      o     The Company's operations may be adversely affected by governmental
            regulation and taxation of the Internet, which is subject to change.
            A number of legislative and regulatory proposals under consideration
            by federal, state, local and foreign governmental organizations may
            result in there being enacted laws concerning various

                                       25
<PAGE>

            aspects of the Internet, including online content, user privacy,
            access charges, liability for third-party activities, and
            jurisdictional issues. These laws could harm our business by
            increasing the Company's cost of doing business or discouraging use
            of the Internet.

      o     The Company's business will be adversely affected if use of the
            Internet by consumers, particularly purchasers of collectibles, does
            not continue to grow. A number of factors may inhibit consumers from
            using the Internet. These include inadequate network infrastructure,
            security concerns, inconsistent quality of service and a lack of
            cost-effective high-speed service. Even if Internet use grows, the
            Internet's infrastructure may not be able to support the demands
            placed on it by this growth and its performance and reliability may
            decline. In addition, many Web sites have experienced service
            interruptions as a result of outages and other delays occurring
            throughout the Internet infrastructure. If these outages or delays
            occur frequently in the future, use of the Internet, as well as use
            of the Company's Web sites, could grow more slowly or decline.

      o     In addition, the tax treatment of the Internet and electronic
            commerce is currently unsettled. A number of proposals have been
            made that could result in Internet activities, including the sale of
            goods and services, being taxed. The U.S. Congress has passed the
            Internet Tax Information Act, which placed a three-year moratorium
            on new state and local taxes on Internet commerce and is currently
            considering extending such moratorium. There may, however, be
            enacted in the future laws that change the federal, state or local
            tax treatment of the Internet in a way that is detrimental to our
            business.

      o     Some local telephone carriers claim that the increasing popularity
            of the Internet has burdened the existing telecommunications
            infrastructure and that many areas with high Internet use are
            experiencing interruptions in telephone service. These carriers have
            petitioned the Federal Communications Commission to impose access
            fees on Internet service providers. If these access fees are
            imposed, the cost of communicating on the Internet could increase,
            and this could decrease the demand for the Company's services and
            increase its cost of doing business.

      o     The Company holds rights to various Web domain names. Governmental
            agencies typically regulate domain names. These regulations are
            subject to change. The Company may not be able to acquire or
            maintain appropriate domain names in all countries in which it or
            its affiliates do business. Furthermore, regulations governing
            domain names may not protect the Company's trademarks and similar
            proprietary rights. The Company may be unable to prevent third
            parties from acquiring domain names that are similar to, infringe
            upon or diminish the value of the Company's trademarks and other
            proprietary rights.

      o     The Company cannot accurately forecast revenues of its business. The
            Company may experience significant fluctuations in its quarterly
            operating results. Future fluctuations in operating results or
            revenue shortfalls could adversely affect the success of the
            Company.

      o     The popularity of collectibles could decline. This could affect the
            market value of inventory the Company currently holds or may hold in
            the future.

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

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


                                       26

<PAGE>

    Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


                                      INDEX
                                                                           Page
                                                                          Number
                                                                          ------

Report of Independent Accountants ...........................................28

Report of Management ........................................................29

Consolidated Balance Sheets - June 30, 2002 and 2001.........................30

Consolidated Statements of Operations - Years ended June 30, 2002,
2001 And 2000................................................................31

Consolidated Statement of Stockholders' Equity - Years ended
June 30, 2002, 2001 and 2000.................................................32

Consolidated Statements of Cash Flows - Years ended
June 30, 2002, 2001 and 2000  ...............................................35

Consolidated Statements of Comprehensive Loss - Years ended
June 30, 2002, 2001 and 2000 ................................................36

Notes to Consolidated Financial Statements ..................................37



                                       27

<PAGE>

                        Report of Independent Accountants



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


    We have audited the accompanying consolidated balance sheets of Greg Manning
    Auctions, Inc. and Subsidiaries as of June 30, 2002 and 2001, and the
    related consolidated statements of operations, stockholders' equity, cash
    flows and comprehensive loss for each of the three years in the period ended
    June 30, 2002. These financial statements are the responsibility of the
    Company's management. Our responsibility is to express an opinion on these
    financial statements based on our audits.

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

    In our opinion, the consolidated financial statements referred to above
    present fairly, in all material respects, the financial position of Greg
    Manning Auctions, Inc. and its Subsidiaries as of June 30, 2002 and 2001,
    and the results of their operations and their cash flows for each of the
    three years in the period ended June 30, 2002, in conformity with accounting
    principles generally accepted in the United States of America.

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

    September 16, 2002
    Edison, New Jersey



                                       28

<PAGE>

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

    September 16, 2002

    REPORT OF MANAGEMENT


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

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

    The Company's financial statements have been audited by independent public
    accountants who have expressed their opinion with respect to the fairness of
    these statements.

    The Audit Committee of the Board of Directors, composed of non-employee
    directors, meets periodically with the independent public accountants to
    evaluate the effectiveness of the work performed by them in discharging
    their responsibilities and to assure their independent and free access to
    the Committee.

            /s/ Greg Manning                        /s/ Larry Crawford
            Chairman, President and                 Chief Financial Officer
            Chief Executive Officer



                                       29

<PAGE>

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

<TABLE>
<CAPTION>

                                                                                       2002               2001
                                                                                     --------           ---------
                                                  Assets
 Current Assets

<S>                                                                                  <C>                 <C>
              Cash and Cash Equivalents                                              $  2,169            $  2,158
              Accounts Receivable, net
                            Auctions and Trade Receivable                               6,979               7,480
                            Advances to Consignors                                      1,164                 853
                            Other                                                        --                   700
              Inventory                                                                11,425              12,866
              Deferred Tax Asset                                                         --                 1,590
              Prepaid Expenses                                                            380                 324
                                                                                     --------            --------

                            Total Current Assets                                       22,117              25,971

              Property and Equipment, Net                                                 948               1,422
              Goodwill, Net                                                             1,516               5,122
              Other Purchased Intangibles, Net                                          1,065               3,022
              Marketable Securities                                                        76                 147
              Investment in Equity Method Investees                                      --                  --
              Other Non-Current Assets
                            Deferred Tax Asset                                           --                 2,554
                            Inventory                                                   1,400               1,700
                            Advances to Consignors                                       --                   358
                            Other                                                         226                 156
                                                                                     --------            --------

                            Total Assets                                             $ 27,348            $ 40,452
                                                                                     ========            ========

                               Liabilities and Stockholders' Equity

 Current Liabilities

              Demand Notes Payable - Related Party                                   $  1,400            $   --
              Notes Payable and Capital Leases                                          5,657               8,115
              Payable to Third Party Consignors                                         2,945               2,711
              Accounts Payable                                                          4,062               4,135
              Advance from Related Party                                                 --                    90
              Accrued Expenses                                                          1,512               1,834
                                                                                     --------            --------
                            Total Current Liabilities                                  15,576              16,885

              Notes Payable and Capital Leases - Long Term                                116                 168
                                                                                     --------            --------

 Total Liabilities                                                                     15,692              17,053

Stockholders' Equity

                 Preferred Stock, $.01 par value. Authorized
                             10,000 shares; none issued                                  --                  --
                 Common Stock, $.01 par value
                             Authorized: 40,000 shares
                             Issued June 30, 2002 - 13,072 shares
                             Issued June 30, 2001 - 11,987 shares                         130                 120
                 Additional paid in capital                                            45,842              44,252
                 Accumulated other comprehensive income:
                 Unrealized loss on marketable securities, net of tax                    (309)               (143)
                 Accumulated Deficit                                                  (31,459)            (18,282)
                 Treasury stock, at cost
                            368 shares at June 30, 2002 and 2001                       (2,548)             (2,548)
                                                                                     --------            --------

                            Total Stockholders' Equity                                 11,656              23,399
                                                                                     --------            --------

                            Total Liabilities and Stockholders' Equity               $ 27,348            $ 40,452
                                                                                     ========            ========
</TABLE>

          See accompanying notes to consolidated financial statements


                                       30

<PAGE>

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

<TABLE>
<CAPTION>

                                                                 2002                2001                 2000
                                                              ---------           ---------             --------
Operating Revenues
<S>                                                             <C>                  <C>                  <C>
      Sales of merchandise                                      76,616               62,333               55,663
      Commissions earned                                         4,161                5,063                6,716
                                                              --------             --------             --------
           Total Revenues                                       80,777               67,396               62,379

Cost of merchandise sold                                        71,966               62,354               50,559
                                                              --------             --------             --------
           Gross profit                                          8,811                5,042               11,820

Operating Expenses
      General and Administrative                                 5,511                5,373                6,024
      Depreciation and Amortization                              1,416                1,564                1,010
      Intangible Impairment                                      4,741                2,158                 --
      Salaries and Wages                                         4,530                5,163                4,821
      Marketing                                                  1,578                1,879                2,442
      Other Expense                                                  6                  340                 --
      Acquisition and Merger Costs                                --                    205                  926
                                                              --------             --------             --------
Total Operating Expenses                                        17,782               16,682               15,223
                                                              --------             --------             --------
           Operating Loss                                       (8,971)             (11,640)              (3,403)
Other Income (expense)
      Gain on sale of marketable securities
           and investments                                        --                   --                     14
      Interest Income                                              124                  292                  453
      Interest Expense                                            (837)              (1,428)              (1,543)
      Minority Interest                                           --                   --                   --
      Loss from operations of
           investee                                               (250)              (4,951)                (851)
                                                              --------             --------             --------
      Loss before income taxes                                  (9,934)             (17,727)              (5,330)
Provision for (Benefit from) income taxes                        3,243               (1,404)              (1,661)

                                                              --------             --------             --------
Net Loss                                                      $(13,177)            $(16,323)            $ (3,669)
                                                              ========             ========             ========

Basic Loss per Share:
      Weighted average shares outstanding                       12,469               10,299                9,710
      Basic Loss per Share                                    $  (1.06)            $  (1.58)            $  (0.38)
                                                              ========             ========             ========

Diluted Loss per Share:
      Weighted average shares outstanding                       12,469               10,299                9,710
      Diluted Loss per Share                                  $  (1.06)            $  (1.58)            $  (0.38)
                                                              ========             ========             ========
</TABLE>


          See accompanying notes to consolidated financial statements


                                       31

<PAGE>

                           GREG MANNING AUCTIONS, INC.
                 Consolidated Statements of Stockholders' Equity
                          July 1, 1999 to June 30, 2002
                                 (In Thousands)

<TABLE>
<CAPTION>

                                                                                   Unrealized
                                                                       Additional  Gain (Loss)                            Total
                                                    Common Stock        Paid-In   on Marketable  Accumulated  Treasury Stockholders'
                                                  Shares       $        Capital    Securities      Deficit      Stock     Equity
                                                 -------    --------   ---------- -------------  -----------  -------- ------------
<S>                                              <C>        <C>       <C>         <C>            <C>         <C>        <C>
Balance July 1, 1999                               8,535    $     85    $ 18,373   $   --         $  1,869    $  --     $ 20,327

Options Exercised                                    123           1         226                                             227

Income Tax Benefit from exercise of stock
  options                                                                    284                                             284

Common shares  sold for cash                       1,036          10      16,989                                          16,999

Expenses relating to sale of common stock                                   (793)                                           (793)

Common shares issued relating
  investment in equity method investee               168           2       3,612                                           3,614

Common shares issued relating
  to acqisition of GMD                               163           2       2,276                                           2,278

Common Shares repurchased as Treasury Shares                                                                  (1,333)     (1,333)

Shareholder Distributions-Spectrum                                                                    (159)                 (159)

Options issued relating to common
  shares sold for cash                                                       245                                             245

Net change in unrealized loss on
  securities, net of income tax                                                         (92)                                 (92)

Spectrum shareholder purchase
  of additional shares for cash                                               39                                              39

Net loss - June 30, 2000                                                                            (3,669)               (3,669)
                                                 _______    ________    ________   ________       _________  _______     ________

Balance June 30, 2000                             10,025    $    100    $ 41,251   $    (92)      $ (1,959)  $(1,333)    $37,967
</TABLE>

           See accompanying notes to consolidated financial statements


                                       32

<PAGE>

                           GREG MANNING AUCTIONS, INC.
                 Consolidated Statements of Stockholders' Equity
                          July 1, 1999 to June 30, 2002
                                 (In Thousands)

<TABLE>
<CAPTION>

                                                                                   Unrealized
                                                                       Additional  Gain (Loss)                            Total
                                                    Common Stock        Paid-In   on Marketable  Accumulated  Treasury Stockholders'
                                                   Shares      $        Capital    Securities      Deficit      Stock     Equity
                                                   -------  --------   ---------- -------------  -----------  -------- ------------

<S>                                               <C>         <C>         <C>       <C>         <C>          <C>         <C>
Balance June 30, 2000                               10,025    $    100    $ 41,251   $    (92)   $ (1,959)    $ (1,333)   $ 37,967

Options exercised                                       25        --            40                                              40

Income tax benefit from
          exercise of stock options,
          net of valuation allowance                                            58                                              58

Common shares issued relating to
          acquisition of GMD, net of expenses          159           2         530                                             532

Common shares  sold for cash                         1,150          12       2,289                                           2,301

Common shares issued relating to
          release of covenants                         628           6          (6)                                             --

Options issued relating to
          professional services                                                 90                                              90

Unrealized loss from
          marketable securities, net of
          taxes of                                                                        (51)                                 (51)

Common shares repurchased as
          Treasury Shares                                                                                       (1,215)     (1,215)

Net loss - June 30, 2001                                                                          (16,323)                 (16,323)
                                                   _______    ________    ________   ________    ________     ________    ________
Balance June 30, 2001                               11,987    $    120    $ 44,252   $   (143)   $(18,282)    $ (2,548)   $ 23,399

</TABLE>


           See accompanying notes to consolidated financial statements


                                       33

<PAGE>

                           GREG MANNING AUCTIONS, INC.
                 Consolidated Statements of Stockholders' Equity
                          July 1, 1999 to June 30, 2002
                                 (In Thousands)

<TABLE>
<CAPTION>

                                                                                  Unrealized
                                                                      Additional  Gain (Loss)                             Total
                                                     Common Stock      Paid-In   on Marketable  Accumulated  Treasury  Stockholders'
                                                  Shares       $       Capital    Securities      Deficit      Stock      Equity
                                                  -------    --------  ---------- -------------  -----------  -------- ------------

<S>                                              <C>        <C>         <C>        <C>           <C>         <C>         <C>
Balance June 30, 2001                              11,987    $    120    $ 44,252   $   (143)    $(18,282)   $ (2,548)   $ 23,399

Common shares issued for services                     110           1         208                                             209

Unrealized loss from marketable securities                                               (71)                                 (71)

Stock options issued for services                                             256                                             256

Deferred tax assets valuation allowance
 (Note 9)                                                                    (805)       (95)                                (900)

Common shares  sold for cash                          975           9       1,931                                           1,940

Net loss - June 30, 2002                                                                          (13,177)                (13,177)
                                                 ________    ________    ________   ________     ________    ________    ________

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



           See accompanying notes to consolidated financial statements


                                       34

<PAGE>

<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
                      Consolidated Statements of Cash Flows
                          For the Years Ended June 30,
                                 (In Thousands)

                                                                                       2002           2001           2000
                                                                                     --------       ---------      --------

Cash flows from operating activities:
<S>                                                                                  <C>            <C>            <C>
            Net Income (Loss)                                                        $(13,177)      $(16,323)      $ (3,669)
            Adjustments to reconcile net loss to net
            cash from operating activities:
                   Depreciation and amortization                                        1,416          1,564          1,361
                  Intangible impairment                                                 4,741          2,158
                   Provision for bad debts                                                601            415            524
                   Provision for inventory reserve                                       (468)         2,388            290
                   Common Stock issued for services
                                                                                          208           --             --
                   Gain on sale of marketable securities and investments                 --             --              (14)
                   Equity in loss (income) of equity method investees                     250          4,951            851
                   Deferred tax (benefit) expense                                       3,243         (1,346)          (952)
                  Income tax benefit relating to exercise of stock options               --              (58)          (284)
                   (Increase) decrease in assets:
                               Auctions receivable                                        982           (286)         2,061
                               Advances to consignors                                    (324)         2,000            131
                               Inventory                                                2,209          6,248         (6,104)
                               Prepaid expenses and deposits                              200            202           (104)
                               Other assets                                               (70)          (502)           (39)
                   Increase (decrease) in liabilities:
                               Payable to third-party consignors                          235          1,243         (2,416)
                               Accounts payable                                           (72)           119         (1,656)
                               Accrued expenses and other liabilities                    (321)           179            (41)
                               Advance from Related Party                                 (90)        (2,332)         2,422
                                                                                      -------       --------       ---------
                                                                                         (437)           620         (7,639)

Cash flows from investing activities
            Capital expenditures for property and equipment                              (131)          (928)          (650)
            Additional goodwill and acquisition                                          --             (332)           (97)
            Proceeds from sale of interest in equity method investee                     --              500           --
            Investment in equity method investee                                         (250)            40         (2,060)
            Distribution from investees                                                  --             --               41
            Proceeds from sale of marketable securities and investments                  --             --               23
                                                                                      -------       --------       ---------
                                                                                         (381)          (720)        (2,743)

Cash flows from financing activities:
            Proceeds from demand notes payable - related party                          1,400           --             --
            Repayment of demand notes payable                                          (7,900)          --           (2,752)
            Proceeds from issuance of  notes payable                                    5,450             90           --
            Repayment of notes payable and capital leases                                 (61)           (50)        (4,526)
            Proceeds from exercise of options                                            --               40            227
            Proceeds from sale of common stock (net of expenses)                        1,940          2,301         16,169
            Dividend to Spectrum partners                                                --             --             (160)
            Investment by Spectrum partner                                               --             --               38
            Payment for Treasury Stock                                                   --           (1,215)        (1,333)
            Proceeds from Stock Subscriptions Receivable                                 --             --            3,000
                                                                                     --------       --------       --------
                                                                                          829          1,166         10,663

Net change in cash and cash equivalents                                                    11          1,066            281
Cash and cash equivalents:
            Beginning of period                                                         2,158          1,092            811
                                                                                     --------       --------       ---------
            End of period                                                            $  2,169       $  2,158       $  1,092
                                                                                     ========       ========       ========
</TABLE>


           See accompanying notes to consolidated financial statements


                                       35

<PAGE>

                           GREG MANNING AUCTIONS, INC.
                  Consolidated Statements of Comprehensive Loss
                        For the Years Ended June 30, 2002
                                 (In Thousands)

<TABLE>
<CAPTION>

                                                       2002              2001            2000
                                                     --------         --------         --------

<S>                                                  <C>              <C>              <C>
Net Loss                                             $(13,177)        $(16,323)        $ (3,669)

Other Comprehensive Loss
       Unrealized loss from
       marketable securities, net of tax                 (166)             (51)             (92)

       Less: reclassification adjustment for
       gains included in net income, net of
       tax                                               --              --               --
                                                     --------         --------         --------
Comprehensive Loss                                   $(13,343)        $(16,374)        $ (3,761)
                                                     ========         ========         ========
</TABLE>


           See accompanying notes to consolidated financial statements


                                       36

<PAGE>

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


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

           Greg Manning Auctions, Inc. together with its wholly-owned
subsidiaries, Ivy and Mader Philatelic Auctions, Inc., Greg Manning Galleries,
Inc., Teletrade Inc., Spectrum Numismatics International, Inc., Kensington
Associates L.L.C. and Greg Manning Direct, Inc. (the "Company") is an eCommerce
and collectibles company as well as a public auctioneer of collectibles,
including rare stamps, stamp collections and stocks, sports trading cards and
memorabilia, fine art and coins. The Company conducts both in-person event
auctions and electronic auctions via the Internet and touch-tone telephone.

Liquidity

           During the year ended June 30, 2002, the Company incurred a net loss
of $13,177 and as of June 30, 2002, the Company's has an accumulated deficit of
$31,459. Included in the current year net loss are non-cash charges in the
aggregate of $9,385, which consists of Goodwill and Intangible Impairment of
$4,741, Deferred Income tax expense of $3,243 and Inventory lower of cost or
market adjustments of $1,401. Such charges are further described in Note 18. The
Company continued to modify and implement a plan, which was approved by the
Company's Board of Directors designed to improve the infrastructure of the
Company, reduce operating expenses, optimize profitability and align resources
with long-term business growth strategies. This plan includes work force
realignment, consolidation of facilities and restructuring of product line
focus. In addition, as part of the overall plans to alleviate liquidity
concerns, the Company is currently seeking new financing arrangements and is
considering raising additional capital through the issuance of securities.

           During June 2002, the Company entered into a letter of intent with
Afinsa, relating to the sale of substantially all of Afinsa's non-investment
collectibles business, currently operated primarily through Auctentia, its
wholly owned subsidiary, in exchange for shares of GMAI's common stock.
Auctentia currently owns approximately 43% of the common stock of GMAI. If the
transaction is completed, the Company expects that Auctentia or an affiliate
will own approximately 70% of its common stock. It is currently anticipated that
the businesses to be sold to GMAI will include businesses focused on philatelic
and numismatic collecting, including, among others, Afinsa Auctions, Heinrich
Kohler and de Rosa Group International; businesses focused on the fine arts
market, including, among others, art galleries and Finarte Espana Auction; as
well as the online operations of Centrodearte, DooCollect and Mercart. If the
deal is consummated, the Company believes that the combined company will be one
of the world's largest collectibles companies. The letter of intent, which is
non-binding, provides for the parties immediately to start negotiating a
definitive purchase agreement and complete the due diligence process. This
process is ongoing. It is expected that the transaction will close by the
quarter ended March 31, 2003. The purchase agreement will contain usual and
customary conditions to closing, including obtaining shareholder approval of the
transaction and any required regulatory approvals. There can be no assurance
that the proposed transaction will be consummated, or if consummated, on the
terms described above.

           The Company currently maintains a secured loan from a privately held
capital fund for $4,000, which is due December 31, 2003. This loan is
collateralized by certain inventories and bears interest at a rate of 10% per
annum.

            The Company also maintains a credit facility with Afinsa to which
Afinsa agreed to provide the Company with a loan of up to $2,000. Borrowings
under this facility bear interest at an annual rate of 8%. The agreement expires
in October 2002 and is expected to be renewed for an additional six months.

           Management believes that the Company will have the liquidity
necessary to implement its plan and support its operations.

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. Investment in the
equity-method investee is accounted for under the equity method of accounting
since the Company owns more than 20% of the entity, but less than majority owned
and not otherwise controlled by the Company.

Revenue Recognition

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

                                       37
<PAGE>

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


     The Company derives revenues from two primary sources:

1.    Auction Revenue:

      Revenue is recognized when the collectibles are sold at auction and is
represented by an auction commission received from the buyer and seller. Auction
commissions represent a percentage of the hammer price at auction sales as paid
by the buyer and the seller. Such amounts of revenue are recorded on a net basis
as commission revenue.

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

2.    Private Treaty Sales:

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

      Private treaty sales of consigned property occur when an owner of property
arranges with the Company to sell such consigned property to a third party at a
privately negotiated price. In such a transaction, the owner may set selling
price parameters for the Company, or the Company may solicit selling prices for
the owner, and the owner may reserve the right to reject any selling price. The
Company does not guarantee a fixed price to the owner, which would be payable
regardless of the actual sales price ultimately received. The Company recognizes
as private treaty revenue an amount equal to a percentage of the sales price.
Such amounts of revenue are recorded on a net basis as commission revenue and
are recognized when sold.

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

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

Use of Estimates

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

Concentration of Credit Risk

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

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

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

                                       38
<PAGE>

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


Cash Equivalents and Concentration of Cash

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

Inventories

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

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

        The Company has agreements with certain suppliers to share the net
profits or losses attributable to the sale of specific items of inventory. As of
June 30, 2002 and 2001 the amount of inventories subject to these arrangements
was approximately $7,900 and $4,800, respectively, which is included in
Inventory in the accompanying Consolidated Balance Sheets.

Property and Equipment

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

Web Site Development Costs

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

Intangible Assets

      Goodwill

         Goodwill primarily includes the excess purchase price paid over the
fair value of the net assets acquired. Goodwill is being amortized on a
straight-line basis over periods ranging from five to twenty years.

      Other Purchased Intangibles

         Other purchased intangibles consisting of trademarks and customer list,
purchased as part of business acquisitions are presented net of related
accumulated amortization and are being amortized on a straight-line basis over a
20-year period for trademarks and a 5-year period for customer list.

        The Company records impairment losses on goodwill and other intangible
assets when events and circumstances indicate that such assets might be impaired
and the estimated fair value of the asset is less than its recorded amount.
Conditions that would necessitate an impairment assessment include material
adverse changes in operations, significant adverse differences

                                       39
<PAGE>

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


in actual results in comparison with initial valuation forecasts prepared at the
time of acquisition, a decision to abandon certain acquired products, services
or marketplaces, or other significant adverse changes that would indicate the
carrying amount of the recorded asset might not be recoverable.

        The Company evaluates the recoverability of goodwill and intangible
assets using undiscounted cash flows whenever events or changes in circumstances
indicate that the carrying value of goodwill and other purchased intangibles may
not be recoverable. The amount of impairment, if any, is measured based on
discounted future cash flows using the Company's average cost of funds. For the
year ended June 30, 2002, the Company performed this analysis with assistance
from an independent valuation expert. The tests the Company performed compared
the expected future discounted cash flows for a five-year period, to the
carrying amount of the long-lived assets resulting from purchase business
combinations. In performing these analyses, the Company uses the best
information available in the circumstances including reasonable and supportable
assumptions and projections. However, it is possible that the estimates and
assumptions used, such as future revenue and expense levels, in assessing that
value may need to be reevaluated in the case of continued market deterioration,
which could result in further impairment of these assets.

        Effective July 1, 2002, the Company will adopt Statement of Financial
Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets. In
accordance with this statement, goodwill and intangible assets with indefinite
useful lives no longer be amortized, but instead tested for impairment at least
annually and intangible assets with estimable useful lives be amortized over
their respective estimated useful lives to their estimated residual values, if
any, and reviewed for impairment (See Note 7). Upon adoption, the Company will
re-evaluate the future estimated useful lives of its intangible assets that have
an indefinite life.

 Investments in Marketable Securities

        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, net of tax.

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, 2002 and 2001 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, 2002 and 2001 based
upon quoted market prices for the same or similar instruments.

Stock-Based Compensation

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

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

Advertising Costs

            Advertising and catalogue costs are included in marketing costs and
are expensed as incurred, which occurs in the same quarter that the related
auction takes place. As a result, assets of the Company do not include any of
these costs. Advertising expenses for the years ended June 30, 2002, 2001 and
2000 were approximately $1,370, $796 and $846, respectively.

                                       40
<PAGE>

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


Income Taxes

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

Earnings (loss) per share

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

Comprehensive income

            Comprehensive income as defined includes all changes in equity (net
assets) during a period from non-owner sources. Accumulated other comprehensive
income, as presented on the accompanying Consolidated Balance Sheets consist of
the net unrealized gains (losses) on securities, net of tax.

Segment Information

            The Company operates principally in one segment consisting of
various collectibles. All of the Company's sales and identifiable assets are
located in the United States. There were two major customers, who accounted for
22% of the revenue for the year ended June 30, 2002, however there were no major
customers for the year ended June 30, 2001. The Company considers major
customers to be those who account for more than 10% of revenue.

New Accounting Pronouncements

           In July 2001, FASB issued SFAS No. 141 Statement 141 requires that
the purchase method of accounting be used for all business combinations
completed after June 30, 2001 and specifies criteria for the recognition and
reporting of intangible assets apart from goodwill. There was no impact from the
adoption of this statement.

           In July 2001,  the FASB  issued  and SFAS No.  142,  "Goodwill  and
Other  Intangible  Assets".  This  statement is  effective  for the Company on
July 1, 2002 (See Note 7).

          In August 2001, the FASB issued No. 143, "Accounting for Asset
Retirement Obligations," which is effective for financial statements issued for
fiscal years beginning after June 15, 2002. The Company does not believe that
the adoption of SFAS 143 will have a significant impact on its financial
statements.

          In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment Or Disposal of Long Lived Assets," which is effective for financial
statements issued for fiscal years beginning after December 15, 2001. The
Company is currently evaluating the provisions of SFAS 144. The financial
statement impact of the adoption of SFAS 144 has not yet been determined.

          In April 2002, the FASB issued SFAS No. 145, "rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical
Corrections. SFAS No. 145 provides guidance for income statement classification
of gains and losses of debt and accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions. SFAS No.
145 requires that gains and losses from extinguishment of debt be classified as
extraordinary items only if they meet the criteria in Accounting Principles
Board Opinion No. 30 ("Opinion No. 30"). SFAS No. 145 is effective for years
beginning after December 15, 2002. The Company is evaluating the impact of SFAS
No. 145.

          In June 2002, the FASB issued SFAS 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which addresses financial
accounting and reporting for costs associated with exit or disposal activities
and supersedes EITF Issue 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." SFAS 146 requires that a liability for a
cost associated with an exit or disposal activity be recognized when the
liability is incurred. Under Issue 94-3, a liability for an exit cost as defined
in EITF 94-3 was recognized at the date of an entity's commitment to an exit
plan. SFAS 146 also establishes that the liability should initially be measured
and recorded at fair value. SFAS No. 146 is to be applied prospectively to exit
or disposal activities initiated after December 31, 2002. The Company is
evaluating the impact of SFAS No. 146.

                                       41
<PAGE>

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


Reclassifications

          Certain reclassifications have been made to the prior years financial
statements in order to conform to the current year presentation.

(2) Acquisitions and Mergers

      During November 2000 the Company, through Spectrum, completed the
acquisition of all of the capital stock of an ongoing coin company in which
Spectrum previously owned a minority interest. The purchase price for the
acquisition was approximately $1,038, consisting of cash and contributed
intangibles.

      During 2000, the Company formed Greg Manning Direct, Inc. ("GMD") to
produce and market collectibles for the mass merchandising market. In connection
with this transaction, the Company signed a management agreement with Tristar
Products, Inc. ("Tristar"), a privately owned company, to manage the operations
of GMD. Terms of the agreement include the collaboration of the Company and
Tristar to develop and market collectibles for the mass merchandising market.
Effective May 2000, GMD purchased certain assets of Tristar for an amount not to
exceed $12,000 payable in the Company's common stock over a specified period of
time. In conjunction with the acquisition, Tristar was issued warrants to
purchase 49% of GMD, exercisable for nominal cash consideration plus certain
remaining collectibles-related assets of Tristar, including computers and rights
under employment agreements and other matters as specified in the agreement. The
acquisition has been accounted for under the purchase method of accounting and
accordingly, the assets acquired and liabilities assumed have been recorded at
their estimated fair values. The excess of aggregate cost of the acquisition was
approximately $2,850 and the carrying value at June 30, 2002 is zero.

      Effective February 18, 2000, the Company acquired all of the capital stock
of Spectrum Numismatics International, Inc., ("Spectrum") a wholesaler of rare
coins based in Santa Ana, California, in exchange for $25 million in the
Company's common stock. The acquisition was recorded using the pooling of
interests method of accounting.

      Separate results of operations for periods prior to the merger with
Spectrum are as follows:

                              Company     Spectrum      Combined
                            ---------------------------------------
 Year ended June 30, 2000

      Total Revenue          $ 36,931     $ 25,448*      $ 62,379
      Net Loss                 (3,230)        (439)*       (3,669)


* Historical results for the period July 1, 1999 through February 18, 2000, the
acquisition date.

          Acquisition and merger costs of approximately $0, $205 and $926 were
incurred and charged to expense during the years ended June 30, 2002, 2001 and
2000, respectively.

(3) Accounts Receivable

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

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

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

          As of June 30, 2002 and 2001, the allowance for doubtful accounts
included in auction receivables was approximately $1,077 and $845, respectively.


                                       42
<PAGE>

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


(4) Marketable Securities

    Investments in available for sale marketable securities as of June 30, 2002
and 2001 is as follows:


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

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

Common Stock - 2001        $     385     $    147   $    (238)
                           =========     ========   =========


    The unrealized loss is classified as a separate component of stockholder's
equity, net of tax, as of June 30, 2002 and 2001, respectively. In connection
with its ownership of this common stock, the Company was granted stock options
for 21,000 shares of common stock under the terms of a nonqualified stock option
agreement. The options are exercisable on April 1, 2006 at $5 per share.

5) Inventories
                                               June 30, 2002
                              Current           Non-Current           Total
                              -------           -----------           -----

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


                                               June 30, 2001
                              Current           Non-Current           Total
                              -------           -----------           -----

Stamps                        $ 1,151              $   500            $ 1,651
Sports Collectibles               957                  350              1,307
Coins                           7,971                  500              8,471
Art                               312                                     312
Other                           2,475                  350              2,825
                              -------              -------            -------
                              $12,866              $ 1,700            $14,566
                              =======              =======            =======


           The non-current inventory represents an estimate of total inventory,
which is not expected to be sold within one year. At June 30, 2002 and 2001, the
above inventory amounts reflect net realizable (LCM) allowances of $2,432 and
$2,902, respectively.

            Amounts charged to operations relating to LCM adjustments for the
years ended June 30, 2002 and 2001 were approximately $1,400 and $2,400. Such
amounts are further described in Note 18.


                                       43
<PAGE>

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


(6) Property and Equipment
                                                               June 30,
                                                           2002        2001
                                                         -------      ------

Equipment                                                 $3,159      $3,029
Furniture and fixtures                                       272         270
Vehicles                                                      67          67
Property under capital leases
  (computers and office equipment)                           186         186
Leasehold improvements                                       503         503
                                                          ------      ------
                                                           4,187       4,055
Less accumulated depreciation and amortization             3,239       2,633
                                                          ------      ------
Net property and equipment                                $  948      $1,422
                                                          ======      ======

          Depreciation and amortization expense for the years ended June 30,
2002, 2001 and 2000 was approximately $605, $480 and $464 respectively. These
amounts include amortization of assets under capitalized leases of approximately
$20, $25 and $36, respectively for the years then ended.


(7) Goodwill and Other Purchase Intangibles, net

             Intangible Assets                  Gross     Amortization     Net
-------------------------------------------    --------   ------------   -------
                             June 30, 2002

Goodwill                                        $8,452       $6,936       $1,516
                                                                          ======
Other intangible assets                         $4,105       $3,040       $1,065
                                                                          ======

                             June 30, 2001
Goodwill                                        $8,452       $3,330       $5,122
                                                                          ======
Other intangible assets                         $4,105       $1,083       $3,022
                                                                          ======

          Amortization expense, including intangible impairment, for the years
ended June 30, 2002, 2001 and 2000 was approximately $5,562, $3,178 and $548,
respectively.

          The Company evaluated the recoverability of goodwill and intangible
assets using undiscounted cash flows which determined that the carrying value of
goodwill and other intangibles were impaired. The amount of impairment is
measured based on discounted future cash flows using the Company's average cost
of funds. For the year ended June 30, 2002, the Company performed this analysis
with assistance from an independent valuation expert. The tests the Company
performed compared the expected future discounted cash flows for a five-year
period, to the carrying amount of the long-lived assets resulting from purchase
business combinations. In performing these analyses, the Company uses the best
information available in the circumstances including reasonable and supportable
assumptions and projections.

          The analysis indicated that goodwill and intangible assets were
impaired by an amount totaling $4.7 million as of June 30, 2002. Accordingly,
the Company recorded an impairment write-down, for which $3.0 million related to
goodwill and $1.7 million related to other intangibles. The components of this
impairment charge by corporate entity were as follows: Teletrade $3,000; Ivy &
Mader $510; Greg Manning Direct $714; Greg Manning Galleries $323; and a wholly
owned subsidiary of Kensington Associates $194.


                                       44

<PAGE>

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


          During fiscal 2001, The Company's analysis indicated that goodwill was
impaired by an amount totaling $2,158 as of June 30, 2001. By corporate entity,
the components were as follows: Greg Manning Direct $1,300; and a wholly-owned
subsidiary of Kensington Associates $858.

          These impairment charges were the result of continued unfavorable
economic conditions (See Note 18).

          Effective July 1, 2002, the Company will adopt SFAS No. 142, "Goodwill
and Other Intangible Assets". SFAS 142 will require that goodwill and intangible
assets with indefinite useful lives no longer be amortized, but instead tested
for impairment at least annually in accordance with the provisions of Statement
142. Statement 142 will also require that intangible assets with estimable
useful lives be amortized over their respective estimated useful lives to their
estimated residual values, if any, and reviewed for impairment in accordance
with SFAS Statement No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of". Statement 142 will also require
that intangible assets with definite useful lives be amortized over their
respective estimated useful lives to their estimated residual values, and
reviewed for impairment. Upon adoption, the Company will re-evaluate the future
estimated useful lives of its intangible assets that have an indefinite life.

( 8 ) Investment in Equity-Method Investees

          In March 1999, the Company, along with other investors, formed
GMAI-Asia.Com, Inc., a Delaware corporation ("GMAI-Asia"), with the intent to
expand into China and South-East Asia via the Internet GMAI's core philatelic
and collectible auction and merchant/dealer businesses. The Company currently
maintains a 45% ownership interest in GMAI-Asia.com (on an undiluted basis).

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

          The core operations of GMAI-Asia were established on February 15,
2000, at which time GMAI-Asia acquired certain companies. GMAI-Asia acquired
from China Everbright Technology Limited a 65% interest in China Everbright
Telecom-Land Network Limited, a British Virgin Islands company ("Everbright")
for consideration of 30,000 Chinese Renmimbi (approximately US $3,624, using a
conversion rate of RMB 8.2788 to US $1.00), payable in the Company's common
stock, and GMAI-Asia.com, Inc.'s guarantee of 40,000 Chinese Renmimbi
(approximately US $4,832) of indebtedness of China Everbright Telecom-Land's
Shanghai subsidiary; entered into a shareholders' agreement governing the
management of China Everbright Telecom-Land and its Shanghai subsidiary and
provided GMAI-Asia.com, Inc. certain rights to acquire the remaining 35%
interest in China Everbright Telecom-Land; entered into a management agreement
with China Everbright Telecommunication Products Limited (an unconsolidated
affiliate); and received an option to acquire a 65% interest in China Everbright
Telecommunication Products for nominal consideration and certain rights with
respect to the remaining 35% interest in China Everbright Telecommunication
Products. The results of operations of Everbright are consolidated into
GMAI-Asia.com.

          In addition, the Company has guaranteed performance by GMAI-Asia.com,
Inc. of certain obligations in these various transactions, and registered the
shares of the Company's stock that were issued to China Everbright Technology
Limited. China Everbright Telecom-Land and its Shanghai subsidiary are currently
engaged in the wholesale and retail sale of consumer telecommunication and
electronic products in China. These entities sell their products through China
Everbright Telecommunication Products' network of retail stores. GMAI-Asia.com
pledged its interest in China Everbright Telecom-Land and its rights under the
management agreement and the option referred to above to China Everbright Group,
Inc., an affiliate of China Everbright Technology Limited.

          At June 30, 2000, the Company's investment in this investee was
approximately $5,300 and the Company maintained an equity ownership percentage
(on an undiluted basis) in GMAI-Asia of 48%. Accumulated losses for GMAI-Asia at
June 30, 2001 were approximately $11,200. The Company's portion of these
accumulated losses exceeded its total investment. Such amounts are included in
the accompanying Statement of Operations as Loss from operations of Investee. As
a result, the investment in this investee has been reduced to $0 at June 30,
2001. During May 2001, the Company sold 500,000 shares of its GMAI-Asia common
shares, which reduced the Company's investment from 48% to 45% (see Note 14).

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


                                       45

<PAGE>

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


The Company maintained a 20% ownership interest in a coin company through its
100% ownership of Kensington Associates, L.L.C. (a holding company) through
August 2000.

Summarized balance sheet information of the Company's equity method investee as
of June 30, 2002 and 2001 is approximately as follows:

                                                        2002           2001
                                                     (unaudited)    (unaudited)
                                                      ---------      ---------

Current assets                                         $ 3,273        $ 5,203
Non current assets                                      20,545         24,626
Current liabilities                                      9,602         19,898
Non current liabilities                                 12,612          6,624


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

<TABLE>
<CAPTION>

                                                                For the years ended June 30,
                                                                        (unaudited)
                                                       2002                 2001                 2000
                                                     --------             --------             --------

<S>                                                  <C>                  <C>                  <C>
Net Sales                                            $  2,238             $    992             $ 24,648
                                                     --------             --------             --------

Gross Profit                                         $     45             $     18             $  5,167
Selling, General and Administration expense              (685)                (280)              (6,481)
Goodwill amortization                                  (2,415)              (2,294)                --
Write-off relating to Advances to Afiliates                 0               (4,347)                --
                                                     --------             --------             --------
Net Income (Loss)                                    $ (3,055)            $ (6,903)            $ (1,314)
                                                     ========             ========             ========
</TABLE>

(9) Income Taxes

          Deferred tax attributes resulting from differences between financial
accounting amounts and tax basis of assets and liabilities at June 30, 2002 and
2001 are as follows:

<TABLE>
<CAPTION>

   Current assets and liabilities
                                                                        2002              2001
                                                                      --------          --------

<S>                                                                   <C>               <C>
         Allowance for doubtful accounts                              $    431          $    364
         Inventory uniform capitalization                                  179               223
         Accrued expenses                                                  106               183
         Inventory valuation reserve                                       973             1,248
                                                                      --------          --------
   Sub-total                                                             1,689             2,018
         Valuation allowance, provision for income taxes                (1,689)             (428)
                                                                      --------          --------

   Net current deferred tax asset                                     $   --            $  1,590
                                                                      ========          ========

   Non-current assets and liabilities
        Goodwill and intangible amortization and impairment           $  2,488          $    479
        Depreciation                                                       128               322
        Net federal and state operating loss carryforward                5,917             4,279
        Investments in equity-method investees                           2,356             2,425
        Investments in marketable securities                               124               102
        Other                                                             --                  20
                                                                      --------          --------
   Sub-total                                                            11,013             7,627
        Valuation allowance, provision for income taxes                (10,113)           (5,034)
        Valuation allowance, equity                                       (900)              (39)
                                                                      --------          --------

   Net non-current deferred tax asset                                 $   --            $  2,554
                                                                      ========          ========
</TABLE>

                                       46

<PAGE>

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


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

The Company believes uncertainty exists regarding the realizability of these
items, and accordingly, has established a valuation allowance, based on
management's estimates, against all deferred tax assets. The portion of the
valuation allowance which will affect equity and which will not be available to
offset future provisions of income tax is stated as "Valuation allowance,
equity". The valuation allowance increased by $7,201 and $4,908 in 2002 and
2001. The change in valuation allowance in 2002 compared to 2001 resulted from
an increase in the valuation allowance against all deferred tax attributes. As a
result of the increase in the valuation allowance, approximately $3,200 was
charged to deferred tax expense in the accompanying Statement of Operations and
$900 was applied as reduction of Stockholder's Equity. This reduction of
Stockholder's Equity consists of deferred tax assets previously recorded
relating to net operating losses generated from to the exercise of employee
stock options and cumulative unrealized losses of marketable securities. Such
amounts are further discussed in Note 18.

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

                                                2002         2001         2000
                                              -------      --------     --------

Current tax expense (benefit)                 $  --        $    13      $  (425)
Deferred tax benefit                           (3,958)      (6,325)        (983)
Net Change in valuation allowance               7,201        4,908         (253)
                                              -------      -------      -------
                                              $ 3,243      $(1,404)     $(1,661)


Prior to February 18, 2000, Spectrum was taxed under the Subchapter S provisions
of the Internal Revenue Code ("IRC") whereby its profits and losses flowed
directly to its former shareholder for U.S. federal income tax purposes. Upon
acquisition of Spectrum by the Company, Spectrum no longer qualified under the
Subchapter S provisions of the IRC and became a taxable entity for federal and
state purposes. In connection with Spectrum's change in tax status, the Company
reduced its income tax benefit by approximately $59 for the year ended June 30,
2000.

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

                                                      Years ended June 30,
                                                 -------------------------------
                                                    2002      2001      2000
                                                 ---------  --------  ----------

Statutory federal income tax rate                   (34%)     (34%)     (34%)
State income taxes, net of federal benefit           (6%)      (6%)      (6%)
Certain non-deductible expenses                       5%        5%        2%
Non deductible acquisition costs                    --        --          8%
Change in valuation allowance                        70%       28%        5%
Other                                                (2%)      (1%)      (6%)
                                                 ---------  --------  ---------
                                                     33%       (8%)     (31%)
                                                    ===       ===       ===

The Company has a federal net operating loss carryforward of approximately
$15,000 expiring at various times beginning the fiscal years ending 2019 through
fiscal year ended 2022. The utilization of these net operating loss
carryforwards may be significantly limited in under the Internal Revenue Code as
a result of ownership changes due to the Company's stock and other equity
offerings.

The Company has net operating loss carryforwards for state tax purposes of
approximately $21,000 expiring at various times beginning in the fiscal years
ending 2003 through 2009.


                                       47

<PAGE>

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

(10) Debt

<TABLE>
<CAPTION>

Demand Notes Payable - Related Party
                                                                                     June 30,
                                                                                 2002         2001
                                                                               -------       ------
<S>                                                                           <C>             <C>

The Company has a revolving credit agreement with Auctentia,
S.A., a wholly owned subsidiary of Afinsa to provide the
Company with a credit facility of up to $2,000. Borrowings
under this facility bear interest at an annual rate of 8%.
The agreement also provides that any borrowings not repaid
in accordance with the terms of the agreement may be
converted into GMAI stock at the discretion of Afinsa. The
agreement expires in October 2002 and is expected to be
renewed for an additional six months.                                           $1,400         $ --
                                                                                ======         ====

Notes Payable and Capital Leases

The Company had a 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 $2,400. The Company repaid all outstanding
balances by October 31, 2001. The Company paid an annual fee
for the facility equal to one quarter of one percent of the
total amount of such facility. Borrowings under this
facility bore interest at the rate of 2% above Brown
Brothers base rate, which was 7.75 % at June 30, 2001 and
the debt was repayable on demand.                                               $ --           $2,400

The Company had a revolving credit agreement with Bank of
America pursuant to which Bank of America agreed to provide
Spectrum with a credit facility of up to $10,000, subject to
adjustments as defined in the agreement. The Company repaid
all outstanding balances under this facility by October 31,
2001. The loan agreement allowed for borrowings based on the
lesser of $10,000 or a percentage of eligible inventories
and accounts receivable or 50% of the market value of GMAI
stock pledged as collateral. The Company paid an annual fee
for the facility equal to one quarter of one percent of the
total amount of such facility. Borrowings under this
facility bore interest at Bank of America base rate, which
was 7.25% at June 30, 2001. Greg Manning who had pledged
700,000 shares his Company owned stock personally guaranteed
the credit facility. Additionally, the line was
collateralized by all of the assets of Spectrum and was
guaranteed by GMAI. In connection with this agreement, the
Company paid Mr. Manning a guarantee debt fee, which was
based on 3% per annum of the average loan balance
outstanding each month.                                                         $ --           $5,200


The Company has a note payable collateralized by specific
coin inventory with an interest rate of 9% with quarterly
payments of $500 commencing April 2002 until the loan is
repaid in June 2003.                                                            $1,450         $ --

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


                                       48

<PAGE>

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


<TABLE>
<CAPTION>

                                                                                   June 30,
                                                                                2002       2001
                                                                               ------     ------
<S>           <C>                                                             <C>        <C>

Advance from a consignor, which was, upon settlement,
converted, to a demand loan bearing an interest rate of 8%
per annum                                                                         140        440

               Notes payable to former shareholders of Teletrade
               Related to indebtedness prior to its acquisition                  --           19

               Various capital lease obligations, various monthly
               payments through 2006                                              183        224
                                                                               ------     ------

                                                                               $5,773     $8,283
               Less current portion                                             5,657      8,115
                                                                               ------     ------
               Notes payable and capital leases -
                 long-term portion                                             $  116     $  168
                                                                               ======     ======

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

                                                                                 2003     $5,657
                                                                                 2004         72
                                                                                 2005         35
                                                                                 2006          9
                                                                                          ------
                                                                                          $5,773
                                                                                          ======
</TABLE>

(11) Leases

           The Company conducts its business on premises leased in various
locations under leases that expire through the year 2006. The Company utilizes
property and equipment under both operating and capital leases. Future minimum
lease payments under noncancelable leases in effect at June 30, 2002 are set
forth below:

                                    Operating    Capital    Total
                                  --------------------------------
           2003                           $600     $67       $667
           2004                            505      72        577
           2005                            453      35        488
           2006                            242       9        251
                                        ------   -----   -------
           Total future minimum lease   $1,800   $ 183   $ 1,983
           payments                     ======   =====   ========


Rent expense was approximately $547, $439 and $339 for 2002, 2001 and 2000,
respectively.

           Interest expense associated with these capital leases was
approximately $25, $33 and $24 for fiscal years 2002, 2001 and 2000,
respectively.

(12) Related-party Transactions

           The Company accepts rare stamps and other collectibles for sale at
auction on a consignment basis from Collectibles Realty Management, Inc.
("CRM"), which is owned by Greg Manning. Such stamps and collectibles have been
auctioned by the Company or sold at private treaty under substantially the same
terms as for third party customers. The Company charges CRM a seller's
commission. In the case of auction, the hammer price of the sale, less the
seller's commission (for lots valued at under $100; no seller's commission is
payable for lots valued at over $100), 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, 2002 and 2001,

                                       49

<PAGE>

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


such auction and private treaty sales (net of commission) were not material.
Included in accounts receivable at June 30, 2002 and 2001 is approximately $41
which is due from CRM and will be collected in the ordinary course of business.

           Scott Rosenblum, a director of the Company, is a partner of the law
firm Kramer, Levin, Naftalis & Frankel, LLP, which provides legal services to
the Company. Anthony L. Bongiovanni, Jr., also a director of the Company, is
president of Micro Strategies, Incorporated, which provides computer services to
the Company. Richard Cohen, a former director of the Company, had previously
provided consulting services to the Company. In relation to Kramer, Levin,
Naftalis & Frankel, LLP, expenditures for services rendered were approximately
$308, $326 and $424 respectively of which, approximately $306, $247 and $371,
was charged to operations in fiscal 2002, 2001 and 2000. In relation to Micro
Strategies, Incorporated, expenditures for services rendered were approximately
$281, $769 and $464, respectively, of which, approximately $239, $175 and $310
was charged to operations in fiscal 2002, 2001 and 2000. In relation to Richard
Cohen, expenditures for services rendered were approximately $0, $33 and $40,
all of which was charged to operations.

           On June 17, 2002, the Company entered into an employment agreement
with Mr. Roberts, a director of the Company. In connection with the employment
agreement, the Company made available to Mr. Roberts a non-interest bearing loan
in the amount of $600. The loan is required to be repaid on an annual basis in
three equal installments commencing February 18, 2006; provided that if Mr.
Roberts is employed by the Company on the date that an installment is due, that
installment payment will be forgiven, and that if his employment is terminated
for death, disability, without cause or with good reason (as defined), then the
entire loan will be forgiven at the date of termination. If Mr. Roberts'
employment terminates for cause or without good reason, then the outstanding
amount of the loan will accelerate and be due and payable within 30 days of the
date of termination. An aggregate of $200 has been disbursed under the loan
agreement through the date of this report.

           During March 2002, the Company made a loan to Mr. Roberts in the
amount of $50, bearing interest at the rate of 7% per annum. The Board of
Directors subsequently determined to forgive the repayment of this loan (and all
accrued interest) and to allow Mr. Roberts to retain the proceeds as additional
compensation. The Company also paid Mr. Roberts a loan guarantee fee of $9.

           For the years ended June 30, 2002, 2001 and 2000 sales of
approximately $54 (less than 1% of revenues), $353 (1% of revenues) and $5,995
(9% of revenues) were made to an equity method investee of the Company, former
stockholders of Spectrum and/or entities in which they had an ownership
interest, who are current stockholders of the Company. Purchases made to these
entities approximated $6,180, $6,302 and $2,300 for the years ended June 30,
2002, 2001 and 2000, respectively. Additionally consulting fees in the amount of
$175 and $25 were paid to this party in the years ended June 30, 2002 and 2001,
respectively.

           Prior to the Spectrum acquisition, Spectrum was indebted to one of
their stockholders (a current stockholder of the Company) under the terms of
three secured notes, which were due on demand and allowed for maximum borrowings
of approximately $5,000. These notes were paid in full during fiscal 2000.
Interest expense associated with these notes was approximately $242 for the year
ended June 30, 2000. Additionally, Spectrum paid this individual approximately
$95 for consulting and debt guarantee fees for the years ended June 30, 2000.

           Afinsa/Auctentia a 43% shareholder of the Company as of June 30, 2002
and June 30, 2001 had outstanding accounts receivable balances of approximately
$0 and $71, respectively. During fiscal 2000, Afinsa purchased other product
totaling approximately $254.

           The Company acted as an agent of Afinsa regarding their stock
subscription agreement with GMAI-Asia.com, Inc. Under this agreement, the
Company received funds from Afinsa and advanced such funds to GMAI-Asia.com,
Inc. on an as-needed basis. There was no segregation of these funds. Such amount
liable to be paid to GMAI-Asia.com, Inc. was $0 and $90, respectively at June
30, 2002 and 2001 and is included in Advance from related party.

           During the years ended June 30, 2002, 2001 and 2000, the Company paid
Mr. Manning approximately $32, $188 and $68, respectively, of debt guarantee
fees (see Note 10).

                                       50
<PAGE>

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


(13) Commitments and Contingencies

      As part of the purchase of the Ivy & Mader Philatelic Auctions, Inc.
(Ivy") in 1993, the Company is required to pay additional amounts for a period
of time through 2009 based on the financial performance of Ivy. These additional
amounts totaled approximately $19, $54 and $42 for the years ended June 30,
2002, 2001 and 2000, respectively, and were accounted for as an increase to
goodwill.

(14)  Stockholders' Equity

Common Stock

      On February 18, 2000, the Company's shareholders approved an amendment to
the Company's restated Certificate of Incorporation to increase the number of
authorized shares of common stock from 20 million to 40 million.

Private Placement Equity Transactions

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

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

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

      On January 31, 2000, the Company issued in a private placement to
Amazon.com, Inc. 285,551 shares of the Company's common stock, together with a
warrant to acquire 25,000 shares of the Company's common stock at an exercise
price per share of $20.19. The warrant is immediately exercisable.

      During the year ended June 30, 1999, the Company entered into a stock
purchase agreement with Afinsa whereby Afinsa agreed to purchase 475,624 shares
of the Company's Common Stock for an aggregate purchase price of $5 million.
During the year ended June 30, 1999, the Company received $2 million from Afinsa
and issued 172,251 shares of common stock, the Company had recorded a stock
subscription receivable for the remaining 285,373 shares with an aggregate
purchase price of $3 million. This amount was received from Afinsa on July 9,
1999.

Common Stock Repurchases

      Pursuant to its Repurchase Plan, the Company repurchased 99,900 shares of
its common stock on the open market for $1,333 during the year ended June 20,
2000, and 268,100 shares for approximately $1,215 during the year ended June 30,
2001.

Stock Option Plan

      The Company's 1993 Stock Option Plan (the "1993 Plan") and 1997 Stock
Option Plan, (the "1997 Plan"), are administered by the Board of Directors or a
Stock Option Committee thereof (hereinafter, the "Committee") and provides for
the grant of options to purchase shares of common stock to such officers,
directors and employees of the Company, consultants to the Company, and other
persons or entities as the Committee may select. A total of 2,250,000 shares of
common stock have been reserved for issuance pursuant to the plans as amended by
the stockholders on February 18, 2000 and December 12, 2001. During June 2002,
the Board approved an amendment to the plan (subject to stockholder's approval)
to increase the amount of common stock reserved for issuance to 3,500,000 and
increase the total number of shares that the Company may grant to an

                                       51
<PAGE>

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


individual in any given year from 200,000 to 500,000. The Committee does not
intend to make any further awards under the 1993 plan. The option exercise price
is determined by the Committee in its sole discretion; provided, however, that
generally, the exercise price of an option shall be not be less than the fair
market value (as defined) of a share of common stock on the date of grant.
Options granted have a maximum ten-year term and vest over periods up to four
years. All options granted through June 30, 2002 have been granted with exercise
price equal to market value on the date of grant.

The following table summarizes information about options outstanding and
exercisable as of June 30, 2000, 2001 and 2002;

<TABLE>
<CAPTION>

                                                              2000                     2001                     2002
                                                    ------------------------  ------------------------ --------------------------
                                                                    Weighted                  Weighted                  Weighted
                                                                    Average                   Average                    Average
                                                                    Exercise                  Exercise                  Exercise
                                                     Options         Price    Options          Price    Options          Price
                                                     -------         -----    -------          -----    -------          -----

<S>                                                  <C>              <C>    <C>               <C>     <C>               <C>
Outstanding - beginning of year                      658,125          5.08   1,340,625         11.68   1,548,000         10.19
      Granted through stock option plan              684,500         14.16     371,500          3.34     928,000          1.87
      Granted outside of stock option plan           167,500         20.07        --             --      145,000          1.77
      Repurchased                                       --             --         --             --         --             --
      Exercised                                     (122,875)         1.92     (25,500)         1.58        --             --
      Forfeited                                      (46,625)         9.5     (138,625)         8.08    (111,250)         8.7
Outstanding - end of year                          1,340,625         11.68   1,548,000         10.19   2,509,750          6.92
Exercisable - end of year                            481,625         10.77     656,625         11.4    1,048,250         18.34
</TABLE>


The weighted average fair value of options granted during 2000, 2001 and 2002
was $14.16, $3.34 and $1.87, respectively.


Following is a summary of the status of stock options outstanding at June 30,
2002:

<TABLE>
<CAPTION>

       -----------------------------------------------------------------       ----------------------------
                           Options Outstanding                                      Options Exercisable
       -----------------------------------------------------------------       ----------------------------
                                              Weighted
                                               Average          Weighted                       Weighted
                Exercise Price    Number of   Remaining          Average         Number of     Average
               Ranges             Shares     Contractual        Exercise          Shares       Exercise
        From            To      Outstanding    Life(1)            Price         Exercisable     Price
       -----------------------------------------------------------------      -----------------------------

<S> <C>              <C>         <C>                   <C>       <C>            <C>            <C>
       $    1.00     $    5.00   1,550,125              8.6       $    2.09       419,500       $  1.95
            5.01         10.00      77,125              7.0            7.33        46,250          6.98
           10.01         15.00     695,000              7.4           13.71       405,000         13.48
           15.01         20.00     132,500              3.4           18.83       122,500         18.84
           20.01         25.00      55,000              1.5           22.55        55,000         22.55
                                ----------                                      ---------
                                 2,509,750                                      1,048,250
                                ==========                                      =========
</TABLE>

( In remaining years

                                       52

<PAGE>

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

Pro Forma Disclosure

         The Company follows the intrinsic value method relating to its
accounting treatment for its stock options. 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. Had compensation cost been recognized based on
the fair value at the date of grant for all options granted during 2002, 2001
and 2000 would have been as follows:

                                           2002            2001         2000
                                        -----------     ----------    ---------

Proforma net income(loss)               $  (15,175)     $  (18,001)   $ (4,222)

Proforma earnings (loss) per share
      Basic                                  (1.22)          (1.75)       (.43)
      Diluted                                (1.22)          (1.75)       (.43)


         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 2002, 2001 and 2000, respectively; risk-free interest rates of
5.1%, 5.8% and 5.7%; dividend yields of 0%; volatility factors of the expected
market price of the Company's common stock of 82%; and weighted-average expected
life of the option of five years for 2002, 2001 and 2000.

          There was no compensation expense recorded from stock options for the
years ended June 30, 2002, 2001 and 2000.

Stock Option Exchange Offer

          On July 2, 2002, the Company commenced a tender offer to certain
eligible employees to exchange outstanding options to purchase shares of the
Company's common stock granted under the GMAI 1997 Stock Incentive Plan that had
an exercise price of $2.00 or more, for new options to purchase shares of the
Company's common stock to be granted under the 1997 Plan on or about February 4,
2003. The offer expired on July 30, 2002. Pursuant to the terms and conditions
of the offer, the Company accepted for exchange on July 31, 2002 tendered old
options exercisable for a total of 1,380,375 shares of common stock and canceled
all such old options. Subject to the terms and conditions of the offer, the
Company expects to grant new options to purchase a total of 1,380,375 shares of
common stock on or about February 4, 2003. The exercise price of the new options
will be the closing price of the Company's common stock as reported on the
NASDAQ National Market on the date of grant.


Certain Anti-Takeover Provisions

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

                                       53

<PAGE>

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


Earnings (loss) per share

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

<TABLE>
<CAPTION>

                                                                 2002               2001               2000
                                                               --------           --------           --------
Years ended June 30,
 Numerator:
<S>           <C>                                             <C>                <C>                 <C>
                Net Loss                                       $(13,177)          $(16,323)          $ (3,669)
                                                               ========           ========           ========
Denominator:
               Weighted average common
               shares outstanding                                12,469             10,299              9,710

Basic Loss per share                                           $  (1.06)          $  (1.58)          $  (0.38)
                                                               ========           ========           ========

Denominator:
               Weighted average common
               shares outstanding                                12,469             10,299              9,710

               Common share equivalents of
               outstanding stock options and warrants              --                 --                 --
                                                               --------           --------           --------

               Total Shares                                      12,469             10,299              9,710
                                                               --------           --------           --------

Diluted Loss per share                                         $  (1.06)          $  (1.58)          $  (0.38)
                                                               ========           ========           ========
</TABLE>


 (15) Significant Agreements

Employment Agreements

         The Company had entered into an employment agreement with Mr. Greg
Manning, Chief Executive Officer of the Company, which expired June 2002. Mr.
Manning is continuing to perform under the terms of his old contract and the
parties expect a new agreement to be entered into shortly.

         The Company has entered into an amendment to the employment agreement
with Mr. Roberts. Under the terms of the amendment, the employment term has been
extended for an additional three years, to February 18, 2008; Mr. Roberts is
entitled to receive a salary of $500 for the sixth year, $550 for the seventh
year, and $600 for the eighth year; and Mr. Roberts was granted an additional
500,000 stock options, which are exercisable at $2.00 per share and vest over
four years. Mr. Roberts also received a loan in the amount of $600, the
repayment of which can be forgiven under certain circumstances (See Note 12).

         The Company also maintains employment agreements with various other key
management personnel.

         The Company currently maintains term life insurance policies on the
lives of certain key employees of the Company. These policies allow for coverage
of up to an aggregate amount of $7,000 with the benefits payable to the Company.

                                       54

<PAGE>

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


(16) Retirement Plans

         The Company maintains an employee savings plan under the Internal
Revenue Code Section 401(k). Employees are eligible to participate in the plan
after six months of service and become fully vested after five years of service.
Employee contributions are discretionary to a maximum of 15% of compensation.
For all plan members, the Company contributed 10% of all eligible employees
contributions to a maximum annual contribution of $500 per employee. The
Company's total contribution was approximately $13, $14 and $10 for the years
ended June 30, 2002, 2001 and 2000, respectively.

 (17) Supplementary Cash Flow Information

Following is a summary of supplementary cash flow information:

<TABLE>
<CAPTION>

                                                                                 Years Ended
                                                                                  June 30,
                                                                               (In Thousands)
                                                                  2002               2001               2000
                                                                --------        --------------        --------

<S>                                                             <C>                <C>                <C>
Interest paid                                                   $   837            $ 1,437            $ 1,539

Income taxes paid                                                                        1                  1

Summary of significant non-cash transactions:

Issuance of shares related to the acquisition of GMD                209                532              2,278

Issuance of shares related to the acquisition
  of Subsidiaries                                                  --                 --               25,000

Issuance of shares related to GMAI-Asia
  purchase of Everbright Technologies                              --                 --                3,614

Options issued relating to professional services                    256                 90                245
</TABLE>


(18) Fourth Quarter Adjustments - Special Charges and Asset Impairments

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

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

         As a result of significant losses in the fourth quarter and cumulative
losses in recent years, the Company has reevaluated its ability to realize the
future benefit of its net deferred tax assets held in light of the historical
operating losses. Accordingly, the Company recorded a valuation allowance
against its deferred tax assets of approximately $3.0 million or $0.24 per share
for the year ended June 30, 2002 and $600 or $0.06 per share for the year ended
June 30, 2001 which is recorded in the Provision for income taxes in the
accompanying Consolidated Statement of Operations.

                                       55

<PAGE>

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


(19) Selected Quarterly financial Data (unaudited)

<TABLE>
<CAPTION>

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

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

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

Loss from operations                        (822)            (590)            (304)          (7,255)          (8,971)

Net Loss                                    (925)          (1,028)            (664)         (10,561)         (13,177)

Net Loss per share, basic
and diluted                                (0.08)           (0.08)           (0.05)           (0.85)           (1.06)

<CAPTION>

                                                                            2001
                                        -----------------------------------------------------------------------------
                                           1st              2nd             3rd              4th
                                         Quarter          Quarter          Quarter         Quarter           Total
                                        -----------------------------------------------------------------------------

<S>                                     <C>              <C>              <C>              <C>              <C>
Net Revenues                            $ 14,407         $ 13,527         $ 17,836         $ 21,626         $ 67,396

Gross Profit                               2,462            2,239            1,153             (812)           5,042

Loss from operations                        (873)          (1,342)          (2,541)          (6,884)         (11,640)

Net Loss                                    (900)          (1,435)          (2,153)         (11,834)         (16,323)

Net Loss per share, basic
and diluted                                (0.09)           (0.14)           (0.21)           (1.07)           (1.58)

See Note 18, which discusses fourth quarter adjustments.
</TABLE>


                                       56

<PAGE>

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

Not applicable.


                                    PART III.


Item 10.  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 56, 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.

Larry Crawford, age 54, has been Chief Financial Officer since April 23, 2001.
Mr. Crawford served as Chief Financial Officer of Arzee Holdings, Inc. from 1996
to 2001 and as Vice President of Finance and Chief Financial Officer of Talon,
Inc., a subsidiary of Coats Viyella plc from 1987 to 1996. Mr. Crawford is a
certified public accountant and received his B.A. from Pennsylvania State
University and his M.B.A. from the Lubin School of Business of Pace University.

James A. Reiman, age 48, has served as GMAI's Executive Vice President,
Strategic Development/Investor Relations since May 2000. Mr. Reiman was
appointed as Executive Vice President of e-Commerce Business Development of GMAI
in April 1999. Prior thereto, Mr. Reiman founded and operating TOB Consulting, a
firm providing direct marketing and eCommerce consulting services. Since 1980,
Mr. Reiman also has been engaged in the practice of law, both independently and
with private law firms, including the firm of Barnes & Thurnberg, where he
headed the Direct Marketing practice group.

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

Anthony L. Bongiovanni, Jr., age 43, 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 72, 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 Catalog and Philatelic Publishers.

Greg Roberts, age 40, a director since February, 2000, has been the President of
Spectrum Numismatics since the early 1990s, following 9 years with Hannes
Tulving in Newport Beach, CA. He has spent the last 24 years honing his skills
to such an extent that he was able to successfully purchase such rare coins as
the King of Siam proof set, the 1861 Pacquet Liberty Gold Coins-$1MM, and the
Eliasberg-Stickney 1804 Silver Dollar-$1.8MM. He is also a lifetime member of
the Professional Numismatics Guild.

James M. Davin, age 56, a director since February, 2000, has since 1993 been
President of Davin Capital Corporation, a private investment company and Davin
Capital, L.P., a private investment partnership. Mr. Davin is also a trustee and
a member of the Finance Committee of Blair Academy, an independent school in
Blairstown, New Jersey and a former member of the Advisory Board of the
Georgetown University School of Business, from which he graduated in 1967. Mr.
Davin's investment career started in 1969 at First Boston, from which he
departed in 1988 as Managing Director to join Drexel Burnham Lambert Group, Inc.
in 1990. Mr. Davin left Drexel as Executive Vice President, Senior Trading
Official, a position mandated by the SEC under the company's agreement with the
US District Attorney's office, after which he joined Lehman Brothers. Mr. Davin
departed Lehman Brothers in 1993 as Managing Director to serve as Vice Chairman
of Craig Drill Capital, a private investment fund in New York. Mr. Davin has
been an active member of the National Association of Securities Dealers, for
which he was Chairman and Vice President of Governors in 1987 as well as a board
member from 1985 until 1988.

Mark B. Segall, age 41, a director since December 1999, was a partner at Kramer
Levin Naftalis & Frankel, a New York law firm, from 1995 through 1999. Mr.
Segall is currently President and Chief Executive Officer of Investec, Inc., the
U.S. Investment Banking arm of The Investec Group. Mr. Segall serves on Board of
Directors of Investec, Inc., Investec Ernst & Company, and Investec USA
Holdings. He also serves on the Board of Directors of Siliconix incorporated,
Integrated Asset Management, and Trident Rowan Group, Inc.

                                       57
<PAGE>

Esteban Perez, age 60, has been a director of GMAI since January 2001. Mr. Perez
was Chairman of Tubacex S.A., a listed company in the Spanish Stock Exchange,
from which he departed in 1993, and now is Chairman of Auctentia, S.A. Mr. Perez
is also Director of the Board of Finarte Espana, an art auction house in Madrid,
and also Director of Brohan-Design, an art and design service company in New
York. Mr. Perez represents Afinsa S.A. in the Board of Trustees of the
Guggenheim Bilbao Museum. Mr. Perez is graduated in Economics and Laws by the
Deusto University.

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

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

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

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

Robert G. Driscoll, age 71, has been Chief Executive Officer (since 1981) of
Barrett & Worthen, Inc. and the Brookman Stamp Company of Bedford, New
Hampshire, both of which are engaged in the business of buying and selling
stamps. Mr. Driscoll served as Vice President of H.E. Harris Company, a
subsidiary of General Mills from 1978 to 1981, after having founded R&R Stamp
Company in 1958 and serving as its President until it was sold in 1978 to
General Mills. Mr. Driscoll is a past President of the American Stamp Dealers
Association (from 1977 to 1978) and is a lifetime member of the American First
Day Cover Society. He has been a member of the American Philatelic Society for
over 45 years.

Herbert LaTuchie, age 84, 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

                                       58
<PAGE>

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 77, is president of Levy Venture Management, Inc., a real
estate development company specializing in automotive retailing real estate.
Prior to forming Levy Venture Management, Mr. Levy was President of Walton
Chrysler-Plymouth (from 1953 to 1960), the world's largest Chrysler dealership
during his tenure as president of the company, and Carol Buick (from 1961 to
1984), the world's largest Buick dealership during his tenure as president. Mr.
Levy currently serves on the board of directors of CDW Computer Centers, Inc.
(NASDAQ: CDWC), and has served as a director of several banks, including NBD
Evanston. He currently sits on the boards of directors/trustees of the following
charitable and not for profit corporations: the Chicago Historical Society,
Culver Educational Foundation, Evanston Hospital, and the Levy Senior Centers.
Mr. Levy is a collector of stamps, coins, watches and other collectibles.

Hector D. Wiltshire, age 61, 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 11. EXECUTIVE COMPENSATION
Information regarding Executive Compensation will be in the definitive proxy
statement of the Company to be filed within 120 days of June 30, 2002 and is
incorporated by reference.

Item 12. 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, 2002 and is incorporated by reference.


Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information regarding
Certain Relationships and Transactions will be in the definitive proxy statement
of the Company to be filed within 120 days of June 30, 2002 and is incorporated
by reference.



                                       59

<PAGE>

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

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

      (a)   (1)   All Financial Statements of the Company for the years ended
                  June 30, 2002, 2001 and 2000 are filed herewith. See Item 8 of
                  this Report for a list of such financial statements.

            (2)   Financial Statement Schedules:

                  Report of Independent Accountants

                  Schedule:
                  II - Valuation and Qualifying Accounts

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

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

      (b)   Reports on Form 8-K


            (1)   Report on Form 8-K filed on June 18, 2002, relating to the
                  letter of intent between the Company and Afinsa Bienes
                  Tangibles, S.A.

      (c)   Exhibits

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

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

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

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

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

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

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

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

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

      10.8  1997 Stock Option Plan, as amended. Incorporated by reference to
            Exhibit A to the Proxy Statement of the Company dated October 28,
            1997, to the Proxy Statement of the Company dated January 14, 2000
            and to the Proxy Statement of the Company dated October 26, 2001.

                                       60
<PAGE>

      10.9   Merger Agreement dated December 8, 1999, between the Company,
             Spectrum Acquisition, Inc., Spectrum Numismatics International,
             Inc., Warren Trepp, as trustee, Gregory Roberts, Sharon Roberts and
             Elaine Dinges. Incorporated by reference to Annex B of the Proxy
             Statement of the Company dated January 14, 2000.

      10.10  Amended and Restated Secured Business Loan Agreement dated as of
             February 18, 2000 between Bank of America, NA and Spectrum
             Numismatics International, Inc.

      10.11  Continuing Guaranty dated February 18, 2000 between Bank of
             America, NA and Greg Manning.

      10.12  Pledge Agreement dated February 18, 2000 between Bank of America,
             NA and Greg Manning

      10.13  Agreement, dated October 25, 2001 between Afinsa Bienes Tangibles ,
             S.A. and Greg Manning Auctions, Inc. *

      23.1   Consent of Independent Accountants. *


      * Filed herewith
 ******************************************************************************



                                       61

<PAGE>

                                   SIGNATURES


Dated:   September 25, 2002


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


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

Dated:   September 25, 2002

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


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


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

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


                                     /s/ Greg Roberts
                                     ------------------------------------
                                     Greg Roberts
                                     Director


                                     /s/ James Davin
                                     ------------------------------------
                                     James Davin
                                     Director


                                     _____________________________________
                                     Mark Segall
                                     Director

                                     _____________________________________
                                     Albertino de Figueiredo
                                     Director


                                     /s/ Esteban Perez
                                     -------------------------------------
                                     Esteban Perez
                                     Director


                                       62
<PAGE>

                           GREG MANNING AUCTIONS, INC.
                 SARBANES-OXLEY ACT SECTION 302(a) CERTIFICATION

I, Greg Manning, certify that:

     1.   I have reviewed this annual report on Form 10-K of Greg Manning
          Auctions, Inc.;

     2.   Based on my knowledge, this annual report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this annual report; and

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this annual report.



Dated:    September 25, 2002

                                    /s/ Greg Manning
                                    ---------------------------------
                                    Greg Manning, President and Chief
                                    Executive Officer

I, Larry Crawford, certify that:

     1.   I have reviewed this annual report on Form 10-K of Greg Manning
          Auctions, Inc.

     2.   Based on my knowledge, this annual report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this annual report; and

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report.


Dated:    September 25, 2002

                                    /s/ Larry Crawford
                                    ---------------------------------
                                    Larry Crawford, Executive Vice
                                    President and Chief Financial Officer



                                       63

<PAGE>

                           GREG MANNING AUCTIONS, INC.
                  SARBANES-OXLEY ACT SECTION 906 CERTIFICATION

In connection with this annual report on Form 10-K of Greg Manning Auctions,
Inc. for the period ended June 30, 2002, I, Greg Manning, Chairman and Chief
Executive Officer of Greg Manning Auctions, Inc., hereby certify pursuant to 18
U.S.C.ss.1350, as adopted pursuant toss.906 of the Sarbanes-Oxley Act of 2002,
that:

     1.   this Form 10-K for the period ended June 30, 2002 fully complies with
          the requirements of section 13(a) or 15(d) of the Securities Exchange
          Act of 1934; and

     2.   the information contained in this Form 10-K for the period ended June
          30, 2002 fairly presents, in all material respects, the financial
          condition and results of operations of Greg Manning Auctions, Inc.



Dated:    September 25, 2002

                                    /s/ Greg Manning
                                    --------------------------------
                                    Greg Manning, President and Chief
                                    Executive Officer



In connection with this annual report on Form 10-K of Greg Manning Auctions,
Inc. for the period ended June 30, 2002, I, Larry Crawford, Executive Vice
President and Chief Financial Officer of Greg Manning Auctions, Inc, hereby
certify pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     1.   this Form 10-K for the period ended June 30, 2002 fully complies with
          the requirements of section 13(a) or 15(d) of the Securities Exchange
          Act of 1934; and

     2.   the information contained in this Form 10-K for the period ended June
          30, 2002 fairly presents, in all material respects, the financial
          condition and results of operations of Greg Manning Auctions, Inc.


Dated:    September 25, 2002

                                    /s/ Larry Crawford
                                    ----------------------------------
                                    Larry Crawford, Executive Vice
                                    President and Chief Financial Officer



                                       64

<PAGE>

                        Report of Independent Accountants





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


We have audited the consolidated financial statements of Greg Manning Auctions,
Inc., and subsidiaries as of June 30, 2002, 2001 and 2000, and for each of the
three years in the period ended June 30, 2002 and have issued our report thereon
dated September 16, 2002; such consolidated financial statements and report are
included elsewhere in this Form 10-K. Our audits also included the consolidated
financial statement schedule of Greg Manning Auctions, Inc. and subsidiaries
listed in Item 14(a) 2. This consolidated financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such consolidated financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.


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

September 16, 2002
Edison, New Jersey



                                       65

<PAGE>

<TABLE>
<CAPTION>

                                                                     SCHEDULE II


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

                                                        Balance at                                          Balance at
                                                        Beginning of                                         End of
                                                           Year            Additions         Write-offs       Year
                                                        ------------       ---------         ----------     ----------

<S>                                           <C>        <C>             <C>              <C>             <C>
Allowance for sales returns and
doubtful accounts Years Ended June 30,
                                                2000      $     162       $      664        $     --       $      826
                                                2001            826               19              --              845
                                                2002            845              353               121          1,077

Valuation allowance for deferred tax
asset Years Ended June 30,
                                                2000            216              359              --              575
                                                2001            575            4,926              --            5,501
                                                2002          5,501            7,201              --           12,702

Realizable value allowance for
inventory Years Ended June 30,
                                                2000            364              150              --              514
                                                2001            514            2,388              --            2,902
                                                2002          2,902            1,401             1,871          2,432
</TABLE>



                                       66

<PAGE>

                                  EXHIBIT INDEX

 Exhibit No.                  Description
--------------------------------------------------------------------------------
      3.1   Restated Certificate of Incorporation of Registrant, as amended.
            Incorporated by reference to Exhibit 3(a) to the Company's Form
            SB-2, Registration Number 33-55792-NY, dated May 14, 1993 (the "1993
            Form SB-2"); as amended by the Certificate of Amendment filed with
            the Secretary of State of New York on March 3, 2000.

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

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

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

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

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

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

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

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

      10.8  1997 Stock Option Plan, as amended. Incorporated by reference to
            Exhibit A to the Proxy Statement of the Company dated October 28,
            1997, to the Proxy Statement of the Company dated January 14, 2000
            and to the Proxy Statement of the Company dated October 26, 2001.

      10.9  Merger Agreement dated December 8, 1999, between the Company,
            Spectrum Acquisition, Inc., Spectrum Numismatics
            International, Inc., Warren Trepp, as trustee, Gregory
            Roberts, Sharon Roberts and Elaine Dinges.  Incorporated by
            reference to Annex B of the Proxy Statement of the Company
            dated January 14, 2000.

      10.10 Amended and Restated Secured Business Loan Agreement dated as of
            February 18, 2000 between Bank of America, NA and Spectrum
            Numismatics International, Inc.

      10.11 Continuing Guaranty dated February 18, 2000 between Bank of America,
            NA and Greg Manning.

      10.12 Pledge Agreement dated February 18, 2000 between Bank of America, NA
            and Greg Manning

      10.13 Agreement, dated October 25, 2001 between Afinsa Bienes Tangibles ,
            S.A. and Greg Manning Auctions, Inc. *

      23.1  Consent of Independent Accountants. *


      * Filed herewith
*******************************************************************************


                                       67

<PAGE>

EXHIBIT 21

SUBSIDIARIES OF GREG MANNING AUCTIONS, INC.

The subsidiaries of Greg Manning Auctions, Inc., which are wholly owned
except where indicated, are as follows:


Name                                              Jurisdiction of Incorporation
----                                              -----------------------------
Spectrum Numismatics International, Inc.          California
Teletrade, Inc.                                   Delaware
Ivy & Mader Philatelic Auctions, Inc.             Texas
Greg Manning Direct, Inc.                         Delaware
Greg Manning Galleries, Inc.                      New York
Kensington Associates, LLC                        California



                                       68