SECURITIES AND EXCHANGE COMMISSION
          WASHINGTON, D.C. 20549

                FORM 10-KSB

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

For the fiscal year ended June 30, 2000
                      OR

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

For the transition period from             to
                              ------------   ------------

                 Commission file number 1-11988

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:
                                                    Name of Each Exchange on
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 there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained herein, and no disclosure will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

        The Issuer's revenues for its most recent fiscal year were $ 62,379,184.

        The  aggregate  market value of the Common Stock held by  non-affiliates
(excludes Greg Manning,  Greg Roberts and Afinsa Bienes  Tangibles  S.A.) of the
Issuer as of September 19, 2000 (based on closing sale price of $9.125 per share
as reported on NASDAQ), was $60,095,206.

        As of September  19, 2000,  Issuer had  10,044,576  shares of its Common
Stock outstanding.


        Portions of the Registrant's  definitive proxy statement,  which will be
filed within 120 days of June 30, 2000, are  incorporated by reference into Part
III.


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







        THE REMAINDER OF THIS PAGE WAS PURPOSELY LEFT BLANK



<PAGE>


                                     PART I.

Item 1 - Description of Business

                                    OVERVIEW

Greg  Manning  Auctions,  Inc.  (the  "Company"  or "GMAI") is a  multi-category
business-to-business and business-to-consumer collectibles auctioneer & merchant
in  the  Americas,  Asia  and  Europe.  The  Company  combines  traditional  and
electronic (Internet,  interactive telephone,  and live with simulcast Internet)
capabilities to sell coins,  stamps,  sports trading cards & memorabilia,  comic
books & comic art,     Hollywood  & Rock `n Roll  memorabilia,  movie  posters ,
affordable  fine  art,  and  un-mounted  diamonds.  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 eCommerce  worlds.  On the  Internet,  GMAI offers
products through two owned web sites and on GMAI branded pages on Amazon.com,  a
minority  shareholder.  GMAI  generates  income  through  the  resale  of  goods
purchased directly by the Company, and through auction from sellers and buyers.

The Company  believes that significant  trends in the  collectibles  marketplace
exist which will positively affect the Company's business. These trends include:
1) growth in the number of collectors  and amount spent on  collecting,  both in
the United States and globally;  2) increased interest in collecting,  resulting
in part  from  the  advent  of the  Internet  as a  communications  vehicle  and
marketplace  opportunity,  and; 3) increased  use and  acceptance of third party
grading  and  certification,   which  facilitates   "sight-unseen"  sales,  more
standardized descriptions, and price "legitimization."

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,
stamp collections and stocks has enabled it to develop an international  network
of  clients,  both  dealers  and  collectors,  buyers and  sellers,  who use the
Company's  services on a consistent  basis.  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.

                             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  currency,  comic books & comic art,  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,
where 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/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.

         Internet Auctions

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.  Internet  auction  capability is being added to the
Company's  www.gregmanning.com  web site,  and the  Company  offers via  auction
Company  owned  collectibles  and  collectibles  consigned  to it by  others  on
Amazon.com  at   www.gregmanning.amazon.com   pursuant  to  an  agreement   with
Amazon.com Auctions LLC, a wholly owned subsidiary of Amazon.com, Inc.

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  guarantees the genuineness of all items offered in its
Internet auctions,  describes the items,  collects all sums due, remits the sale
proceeds to the seller,  and  professionally  packs/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%; no  commissions  are charged  winning  bidders at the
www.gregmanning.amazon.com site.

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 2000, 8 auctions were  conducted  under the GMA brand,  and 3
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

Currently, the Company's only owned Internet auction venue is www.teletrade.com.
Internet    auction    functionality   is   being   added   to   the   Company's
www.gregmanning.com web site. Additionally,  the Company offers via auction both
Company-owned  collectibles  and  fine  items  consigned  to  it  by  others  on
Amazon.com  at  www.gregmanning.amazon.com  pursuant  to an  agreement  with
Amazon.com Auctions LLC, a wholly owned subsidiary of Amazon.com, Inc.

The Company  offers  coins,  sports  trading  cards and  un-mounted  diamonds on
teletrade.com. Amazon.com, a minority shareholder of the Company, classifies the
Company as a "Luminary  Partner," and provides the Company  branding on multiple
Amazon.com Auctions(TM) pages, a special co-branded  gregmanning.amazon.com  web
page,  and other  benefits.  The Company offers art,  coins,  comic books & art,
un-mounted  diamonds,  Hollywood  & Rock `n  Roll  memorabilia,  jewelry,  movie
posters,   sports  trading  cards  &  memorabilia,   and  stamps  in  Amazon.com
Auctions(TM).

For its  Amazon.com  Auctions(TM),  the Company  created the brand Greg  Manning
Collectibles.  All items offered by the Company on Amazon.com are listed under a
Greg  Manning  Collectibles  banner,  and are  further  distinguished  by:  1) a
comprehensive  description  of the  offering,  detailing  third party grading if
applicable; 2) an estimated value; and 3) a high-quality image of the lot.

Proprietary Auction Technology

         TouchBid(TM)

"TouchBid(TM) " is a new,  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. Patents for the technology are being applied for, and intellectual
property rights to the name "TouchBid" are being sought.

         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. Intellectual property
rights to the name "MaxBid" are being sought.

         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.  The Company has filed an
application to register the name "Interphonic" with the United States Patent and
Trademark office. The Company's application is pending.

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 2000, the Company offered over
12,000 philatelic lots in its traditional  auctions yielding over $14 million in
aggregate sales.

                                   Comic Books

Comic book and comic art collecting have recently experienced dramatic growth in
popularity,  stimulated in part by the  introduction  of third party grading and
certification of comic books.  Recognizing this trend, the Company  aggressively
pursued the comic  book/art  category  during fiscal year 2000 and conducted two
major  traditional  auctions of comic  books/art.  The  Company  believes it has
established  itself as the largest (measured by aggregate sales) rare comic book
auctioneer and dealer in the world, although there is limited publicly available
data with respect to comic book/art auctions.

  Hollywood & Rock `n Roll Memorabilia, Movie Posters
  and Sports Trading Cards & Memorabilia

During  fiscal  year 1999,  the Company  commenced  expanding  its  collectibles
product  lines,  adding  Hollywood & Rock 'n Roll  memorabilia,  original  movie
posters & lobby cards,  and sports trading cards & memorabilia to its offerings.
In fiscal  year 2000 the Company  conducted  2 auctions  of these  collectibles,
comprising over 900 lots each.

         Internet Auctions

                                  teletrade.com

The Company  currently  offers rare coins,  sports trading cards, and un-mounted
diamonds in its  teletrade.com  auctions.  During fiscal year 2000,  the Company
held 145 coin  auctions  comprising  approximately  1,000 lots each;  119 sports
trading card auctions,  comprising  approximately  1,400 lots per week, and; one
diamond auction each week comprising approximately 100 lots each.

                             gregmanning.amazon.com

The Company offers art, coins, comic books & art, un-mounted diamonds, Hollywood
& Rock `n Roll memorabilia,  movie posters,  sports trading cards & memorabilia,
stamps  and  other  collectibles  in  Amazon.com   Auctions,   promoted  on  the
www.gregmanning.amazon.com web page. At fiscal year end, the Company was listing
an  average  of  3,400  unique  lots of  consigned  and  owned  collectibles  on
Amazon.com Auctions each month.

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 auction competitors are Heritage Rare Coin Galleries,
Inc.,  Stacks  Rare  Coins, Collectors  Universe Inc.'s Bower's and Merena,  and
Superior.  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. With respect to
the Company's comic book business, the Company's primary competitor is Sotheby's
Holdings,  Inc.  With  respect  to  the  Company's  movie poster  business,  the
Company's  primary  competitors  are  Ron  Moore,  Skinner, Inc., 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;  hence   they  may be deemed
competitors since  consumer-to-consumer  auctions  draw  potential  consignments
from  the  Company's   auctions.   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.

                                 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  four  primary
distribution channels: auctions, private sales, print advertisements (usually in
collector  specific  publications),   and  Internet  fixed-price  sales  on  the
gregmanning.com web site and in Amazon.com's zShops(TM) web site.

         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 all of the 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 will negotiate a settlement
of the remaining amounts due the seller,  which may or may not include a sharing
of the credit risk or a deferral of 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.

         Internet Retail Sales

The Company sells its owned  inventory on two eCommerce web sites that offer the
retail sale of items from each of the Company's collectibles  categories.  Those
web sites are www.gregmanning.com and www.gregmanning.amazon.com.

                                 gregmanning.com

The  Company  is  developing  the  gregmanning.com  web site as a  comprehensive
resource for  collectors'  needs.  The site will feature a retail sales  gallery
offering a selection of fine  collectibles  in each of the  Company's  principal
collectibles categories.  Prices range from $25 to over $100,000.  Currently the
site offers fixed priced  collectibles from the Company's own inventory.  In the
future, the site will offer collectibles from all categories sold by the Company
and collectibles consigned to the Company for retail sale by third parties.

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.

                             gregmanning.amazon.com

Pursuant to an agreement with Amazon.com  Auction LLC, a wholly owned subsidiary
of  Amazon.com,  Inc.,  the Company lists agreed  quantities  of coins,  stamps,
sports trading cards, sports memorabilia,  comic books, movie posters, Hollywood
and Rock 'n Roll memorabilia,  un-mounted  diamonds,  and other  collectibles in
Amazon.com's fixed price eCommerce selling venue, zShops(TM).

Amazon.com,  a minority shareholder of the Company,  classifies the Company as a
"Luminary  Partner"  and provides  the Company  branding on multiple  Amazon.com
zShops(TM) pages, a special co-branded  www.gregmanning.amazon.com web page, and
other benefits. All items offered by the Company in Amazon.com's  zShops(TM) are
listed under a Greg Manning Collectibles  banner, and are further  distinguished
by: 1) a comprehensive  description of the offering, with third party grading if
applicable; 2) an estimated value; and 3) a high-quality image of the lot.

The  Company  offers  1,850  unique  lots  each  month  of owned  and  consigned
collectibles  in  Amazon.com's  zShops(TM).  Customers  are given the  option of
paying for the items bought either by using  Amazon.com's  "1-Click"(R)  payment
system or the Company's  electronic  payment  system.  Additionally,  for higher
priced items,  the Company  offers  purchasers  the option of paying by check or
wire transfer.

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. The Company's principal comic book and comic art competitors are
Metropolis,  Pacific  Comics  Exchange,  and Comic  Heaven.  With respect to the
Company's  movie poster  business,  the Company's  primary  competitors are Last
Moving Picture Company and Cinema Icons.

                              WHOLESALE COIN SALES

In February 2000, the Company acquired Spectrum Numismatics International,  Inc.
("Spectrum"),  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 buys and
sells, in the aggregate, over $8 million worth of coins monthly.

                              DIRECT RESPONSE SALES

Effective  January  2000,  the Company  entered  into  agreements  with  Tristar
Products,  Inc. to create and mass-market high interest collectibles targeted to
the beginning collector. Under the agreements, the Company created a subsidiary,
Greg Manning Direct, Inc. ("GMD"),  and is pursuing its direct response business
through that entity.

GMD will utilize  television  commercials  and  infomercials,  print  media,  TV
shopping  channels,  major retail chains and the Internet to sell and distribute
its offerings.  Sales operations  commenced with the 50 State US Quarter Map and
coin set. Future products will likely include other State Quarter offerings,  as
well stamp  offerings  with mass  market  appeal  (such as  Disney(R)  character
stamps), and sports memorabilia offerings.

                           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  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, 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.  The installed
security system 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.


                                RECENT EXPANSION

Spectrum Numismatics, International

Effective   February  18,  2000,  the  Company  acquired  Spectrum   Numismatics
International ("Spectrum").  Founded in 1991, Spectrum has grown into one of the
leading coin suppliers to coin retailers, coin dealers, coin auction houses, and
eCommerce companies selling coins over the Internet.  Spectrum's customers range
from small dealers to very large,  high-end  clients,  including both collectors
and dealers.

The Company believes that, with this acquisition,  its sales will rank it in the
top three in the  collectibles  categories of coins  (although  there is limited
publicly available data with respect to sales).

Greg Manning Direct

Effective January 26, 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 Pennsylvania company with
its principal  offices in Parsippany,  NJ. Under the agreement,  Tristar manages
the  operations  of GMD and bears all costs and expenses with respect to product
creation,  inventory and  advertising.  The Company is  responsible  for product
sourcing,  as well as new product  development  with a variety of  collectibles,
including  art,  coins,  comic books & art,  diamonds,  Hollywood & Rock `n Roll
memorabilia, movie posters, sports trading cards & memorabilia, and stamps.

Effective May 2000, GMD purchased certain assets of Tristar for an amount not to
exceed $12,000,000 payable in the Company's common stock over a specified period
of time.

GMAI-Asia.com, Inc.

GMAI-Asia.com,  Inc., a 48% owned investment of the Company,  beneficially  owns
and  operates  iAtoZ.com,  a Chinese  language  cybermall,  auction web site and
vertical  portal in  cellular  telephones,  electronics  and  collectibles.  The
iAtoZ.com  cybermall,  as of June 30, 2000,  comprised 5,000+ merchant  partners
offering 100,000+ products and 300,000+ registered club members.

Additionally,  GMAI-Asia.com owns 65% of China Everbright  Telecom-Land  Network
Limited,  which owns 95% of Everbright  Telecom-Land Ltd. ("EBT"), a retail cell
phone  distribution  network  with 180 retail  stores  and kiosks  strategically
located in China's  10 major  urban  centers.  GMAI-Asia.com,  Inc.  exclusively
manages EBT.  China  Everbright  Technology  Limited,  a Hong Kong listed public
company (SEHK:  256),  majority owned by the China  Everbright  Group,  owns the
remaining 35% of China Everbright Telecom-Land Network Limited. GMAI-Asia.com is
converting the EBT stores into  dual-purpose  facilities:  cell phone stores and
Internet  service centers where customers may pay for goods purchased online and
receive delivery of electronically purchased items. Additionally, certain of the
EBT  stores  will have  publicly  accessible  computer  terminals  linked to the
iAtoZ.com  cybermall  which  customers may use to browse and shop on-line in the
iAtoZ.com cybermall.

In  September,  2000,  the Bureau of Internal  Trade of the Peoples  Republic of
China  appointed  iAtoZ.com  to  build  and  manage  a  B2B trading platform and
destination  website   for  China's  new and  used  automobile  and  auto  parts
distribution industry. Additionally,  the Bureau  designated  the project a "Key
Electronic Business Project of the China Bureau of Internal Trade."

GMAI-Europe.com, Inc.

GMAI-Europe.com, Inc., a 50% owned investment of the Company, is a joint venture
between the Company and Afinsa Bienes Tangibles S.A., of Spain. GMAI-Europe.com,
Inc. is targeting the European and Latin American  collectibles  markets through
is Internet auction portal www.gmai-europe.com. This venture, still in its early
development  stage,  intends to offer collectors and vendors a site to carry out
business-to-business,      business-to-consumer     and     consumer-to-consumer
transactions,  and is  intended  to be the  largest  search  engine/operator  of
collectibles in Europe and Latin-America. As of June, 30, 2000, Afinsa owned 19%
of GMAI-Asia.com and approximately 12% of GMAI.

                            FUTURE PLANNED EXPANSION

The  Company  continues  to evaluate  potential  acquisition  candidates  in the
collectibles  industry and believes that  acquisitions  are potentially the most
effective means to grow market share in its existing collectibles categories and
to expand into certain new collectibles areas.

                               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 76 full-time employees, including its President, Chief
Executive  Officer and Chairman of the Board,  Greg Manning and Chief  Financial
Officer, James A. Smith. The Company also employs James Reiman as Executive Vice
President  of  Strategic  Development.  The  Company  also  hires  persons  on a
temporary  basis to assist in organizing its auctions and for other  specialized
purposes.

Item 2. DESCRIPTION OF PROPERTY

         The  Company's  headquarters  are  located  in  space  leased  under an
agreement  that  extends to 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 it's Teletrade subsidiary in Kingston, New York at an annual
rental of approximately $85,500.  The Company  also  leases  approximately 3,000
square feet  of  office  space  in  Santa  Ana,  California for  it's  Spectrum
subsidiary at an annual rental of approximately $80,000.


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".  Prior to May 19, 1993, there was no public
market for the  Company's  securities.  According to American  Stock  Transfer &
Trust and ADP Proxy  Services,  the  holders of record of the  Company's  Common
Stock totaled 93 and  beneficial  owners of record totaled 2,709 at September 8,
2000.

         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, 1999 and 2000 are shown in the
following schedule:

                              For the years ended June 30,
                 ------------------------------------------------------------
                             1999                            2000
                 ----------------------------    ----------------------------
  (Quarter)            High          Low               High           Low
 ---------       --   -----    --   ----         --   -----     --   ----
  First              $  2.406       $ 1.500            $28.500      $10.875
  Second             $ 21.750       $ 1.625            $17.500       $9.313
  Third              $ 14.500       $ 7.500            $27.813      $12.875
  Fourth             $ 22.000       $ 9.250            $21.500       $9.531

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

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

         This Report contains  forward-looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934,  including,  without limitation,  statements regarding the
Company's  expectations,  beliefs,  intentions  or  future  strategies  that are
signified  by the words  "expects",  "anticipates",  "intends",  "believes",  or
similar language.  All forward-looking  statements included in this document are
based on  information  available  to the  Company  on the date  hereof,  and the
Company  assumes no  obligation to update any such  forward-looking  statements.
Actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements.  In evaluating the Company's business,  prospective
investors should carefully  consider the information set forth below, and in the
Company's Form 10-KSB, and in its Proxy Statement, filed with the Securities and
Exchange  Commission on January 13, 2000 and Form S-3 filed with the  Securities
and  Exchange  Commission  on  February  10,  2000,  in  addition  to the  other
information set forth herein.  The Company cautions  investors that its business
and financial performance are subject to substantial risks and uncertainties.

         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 for the prior fiscal year   has
been  restated to include the balances from Spectrum's  financial  statements as
if the acquisition had been made as of July 1, 1998.

General

        The Company's  aggregate  sales are generated by the sale of property at
auction  (the primary  method of selling  utilized by the  Company),  by private
treaty and by sale of the Company's inventory.  The following table displays the
aggregate  sales for the Company for the years ended June 30, 1999 and 2000, and
shows the comparisons for the respective years subdivided by source and market:
<TABLE>
<CAPTION>

                                             For the Years Ended
                                                  June 30,                            Percentages
                                     ------------------------------------   --------------------------------
                                           1999               2000             1999              2000
                                      -----------------   ----------------   -----------    -----------------
<S>                                     <C>               <C>                  <C>               <C>
Aggregate Sales                         $ 102,287,776     $  114,122,110       100%              100%
                                 ========================================   ================================
       By source:
          A. Auction                    $  24,803,485     $   58,459,208       24%               51%
          B. Sales of inventory            77,484,291         55,662,902       76%               49%
                                 ----------------------------------------   --------------------------------

      By market:
          A. Philatelics                $  18,500,985     $   14,124,873       18%               12%
          B. Sports Collectibles            7,247,777          8,077,727        7%                8%
          C. Numismatics                   74,078,083         87,034,608       72%               76%
          D. Diamond                          422,041            484,202        0%                0%
          E. Art                            1,358,899             74,673        2%                0%
          F  Other                            679,991          4,326,027        1%                4%
</TABLE>

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

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

Year ended June 30, 2000  compared  with Year ended June 30, 1999
        Revenues:          For the year ended June 30, 2000, operating revenues
decreased  approximately  $  15,105,000  (19%)  to  approximately  $  62,379,000
compared with  approximately $ 77,484,000 for the year ended June 30, 1999. This
decrease is largely  attributable  to a decrease in sales of owned  inventory of
approximately  $  16,888,000.  This  decrease was  primarily the result of lower
sales by Spectrum of  approximately  $ 20,419,000,  and the deferral of an Ivy &
Mader auction,  ordinarily  held during the fourth  quarter,  which was deferred
until  July,  2000 so that it could be  held  during  the World Stamp Expo 2000,
which was sponsored by the United States  Postal  Service, for which Ivy & Mader
was appointed the official exclusive auctioneer.

                These  decreases  were   partially   offset  by  an  increase in
commission revenue of approximately $ 1,783,000,  which was primarily the result
of commissions earned from Greg Manning Direct,Inc.of approximately $ 2,027,000.
The Company believes the reduced   Spectrum   sales   resulted   primarily  from
non-recurring  Y2K influenced sales of generic gold coins and bullion during the
year ended June 30,  1999.  At that time,  Spectrum  experienced  these types of
sales  in  significantly  greater  than  historical  amounts  due,  the  Company
believes,  to fears over Y2K and Spectrum's customers building their inventories
of gold to meet  perceived  market  demands  for  hard  currency.  Additionally,
Spectrum's sales during the current year were negatively  affected by Spectrum's
customers' reduced cash availability  resulting from their inventories of unsold
or repurchased generic gold coins and bullion.

        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 by 1%, from  approximately  $ 11,743,000 for the
year ended June 30, 1999 to  approximately  $11,820,000  for the year ended June
30, 2000. This represents an increase of aproximately $77,000.

        Operating   Expenses:   The  Company's   aggregate  operating  expenses,
exclusive of cost of merchandise  sold, for the year ended June 30, 2000 totaled
approximately  $15,223,000 compared with approximately  $11,908,000 for the year
ended June 30, 1999,  representing an increase of  approximately  $3,315,000 (or
28%). Of this increase,  approximately  $1,578,000 (48%) was attributable to the
inclusion of a full year of operating expenses by Teletrade, of which only eight
months were included last year.  The primary  changes in the operating  expenses
for the year ended June 30, 2000 from the prior year were increases in marketing
costs  of  approximately  $409,000  (20%),   depreciation  and  amortization  of
approximately  $270,000 (37%) and salaries and wages of  approximately  $486,000
(11%).   Also  included  are  approximately   $926,000  in  acquisition   costs,
approximately $534,000 in non-cash  Bad Debt expense,  approximately $280,000 in
non-cash inventory  reserves,  approximatelly  $227,000  in  other non-recurring
costs and approximately $655,000  in costs incurred to build the  infrastructure
of the Company. These increases  in  overall  costs,  in  combination  with  the
revenue decreases had the  effect  of increasing operating costs as a percent of
operating revenue  from 15% during  the  year ended June 30,  1999 to 24% in the
 year ended June 30, 2000.

        The  Company  recorded expenses relating to bad debts of $534,000 at the
end  of  fiscal 2000,  compared to $86,000 in fiscal 1999. While the fiscal 2000
amount represents a  significant  increase over the prior year, it is consistent
with  prior  years  as a percentage of aggregate sales. The fiscal 2000 bad debt
charge  represents .5% of aggregate sales. Over the past five years, the average
ratio of bad debt expense to aggregate sales was less than 1%.

        Interest income and expense:  Interest expense  decreased  approximately
$101,000 (6%) to  approximately  $1,543,000  for the year ended June 30, 2000 as
compared to that of the previous year.  This decrease was  attributable to lower
average  borrowings  caused primarily by the repayment of loans outstanding with
the  proceeds  of the sale of common  stock  during the third  quarter of fiscal
2000.  Interest  income  increased  during  the  year  ended  June  30,  2000 by
approximately $5,000 (1%). This was caused by an overall increase in advances to
consignors.

        Provision  for  Income  Taxes:  For the year ended  June 30,  2000,  the
Company  recorded a tax benefit of $1,661,000  compared to an income tax expense
provision of $461,000 for the preceding  year.  The  current  benefit  primarily
relates to net operating loss carryforwards net of valuation allowance.

        Net Income  (Loss):  The Company  recorded a net loss for the year ended
June  30,  2000  of   approximately   $3,669,000   compared  to  net  income  of
approximately $ 823,000 for the year ended June 30, 1999,  reflecting a decrease
of approximately $4,492,000 during this period. The decrease in operating income
of approximately  $3,238,000 during the year ended June 30, 2000, coupled with a
decrease  in  the  gain  on  sale  of  marketable  securities and investments of
approximately  $2,540,000,  and  the  increase  in  losses   from  operations of
investees of approximately $851,000 and a decrease in the provision  for  income
taxes of approximately $2,122,000  compared  to   the  previous  year  were  the
main contributors  to the change in earnings.

PRO-FORMA INFORMATION

        The Company has spent a significant  amount during the fiscal year ended
June 30, 2000 in infrastructure  development and non-recurring  charges. Most of
these relate to the growth of the Company, as evidenced by the dramatic increase
in aggregate  sales.  As previously  reported by the Company in its 10-K filings
(not restated for pooling of interests except for 2000), the Company's aggregate
sales  were  $22  million in 1998, $40 million in 1999 and $114 million in 2000.
This  represents an increase in aggregate sales of 408% from 1998 to 2000.

       Pro forma information regarding our results, which excludes non-recurring
and non-cash items, is approximately as follows:


Loss before interest, depreciation
       and amortization and taxes         $         (3,230,000)
Loss from operations of
      investees                                        851,000
Gain on sale of marketable securities                  (14,000)
 Infrastructure Charges:
       Additional Staff                                325,000
       Data Processing                                 330,000
 Acquisition and Merger costs                          926,000
 Non-cash Bad Debt Expense                             534,000
 Non-cash Inventory Reserves                           280,000
 Other Non-Recurring Charges                           227,000
                                             ------------------
 Pro Forma Income                         $            229,000
                                             ==================

        The pro forma results are presented for informational  purposes only and
are not prepared in accordance with generally accepted accounting principles.

Year 2000 Compliance

        The  Company's  program  relating to Year 2000 issue is ongoing,  as the
Company  monitors (1) the software  and systems used in the  Company's  internal
business; and (2) third party vendors,  manufacturers and suppliers. The Company
has not experienced any issues or problems with regard to Y2K.

European Monetary Union

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

        The Company  believes that its European  financial  and cash  management
operations affected by the euro conversion have adequately been prepared for its
introduction.  For the  transition  period and the period after January 1, 2002,
the  Company has  established  an internal  group of  management  to analyze the
potential business implications of converting to a common currency.  The Company
is able to  determine  the  ultimate  financial  impact,  if  any,  of the  euro
conversion on its  operations,  given that the impact will be dependent upon the
competitive  situations that exist in the various  regional markets in which the
Company participates.

<PAGE>

Liquidity and Capital Resources

        The Company  experienced a negative cash flow from operating  activities
of  approximately  $7,639,000  for the year ended June 30, 2000 as compared to a
negative cash flow of  approximately  $5,514,000  for fiscal 1999, a decrease of
approximately $2,125,000. This decrease in cash flow for the year ended June 30,
2000 was  primarily  attributable  to a decrease in net income of  approximately
$4,492,000,  an increase in inventory and deferred tax benefit of  approximately
$1,567,000 and a decrease in accounts  payable and other assets of approximately
$3,643,000  which was partly  offset by increases  in accounts  payable to third
party  consignors,  accrued  expenses,  bad debt reserves and  depreciation  and
amortization of approximately $3,474,000.

        The  Company  had a  negative  cash flow from  investing  activities  of
approximately  $2,743,000  for the year ended  June 30,  2000 as  compared  to a
negative cash flow of approximately $1,427,000 for the previous year, a decrease
of approximately $1,316,000.  The negative cash flow for the year ended June 30,
2000 was primarily attributable additional cash investment in GMAI-Asia.com.

        During the year ended June 30, 2000, the Company paid off two term loans
aggregating  $1,587,500 from Brown Brothers  Harriman & Co. ("Brown  Brothers").
During  this  same  period,  the  Company  decreased  its  borrowings  under its
revolving credit facility by $ 2,102,000.  The Company also paid off $650,000 to
the Bank of America  under its  revolving  credit  facility and  $2,000,000 to a
former shareholder of Spectrum. In addition, the Company paid $750,000 to former
shareholders of Teletrade as part of the purchase of Teletrade and approximately
$1,333,000 for the purchase of treasury stock.  These amounts were offset by the
exercise of employee stock options, receipt of proceeds from stock subscriptions
receivable  and the sale of the Company's  Common Stock  totaling  approximately
$19,000,000.  This  provided  for a net  increase in cash  provided by financing
activities of approximately $ 10,663,000.

        The revolving  credit  agreement with Brown Brothers was entered into in
May 1995, and was amended in February 1998 and June 1999. The agreement provides
for a credit  facility for working  capital  purposes in an aggregate  amount of
$5,750,000.  Borrowings  under this  facility  are based on a formula of account
receivables,  inventory and consignor advances.  This credit facility is used to
fund cash  advances and  inventory  purchases  as well as to provide  additional
liquidity  using  the  Company's   auction   receivables  and  other  assets  as
collateral.  At  June  30,  2000,  borrowings  under  this  facility  aggregated
$1,600,000 and are payable on demand.

         The loan agreement  with Brown Brothers  contain various  financial and
operating  guidelines  to which the Company  must adhere and which,  among other
things,  prohibit payment of dividends or like distributions without the consent
of Brown  Brothers.  Brown Brothers has agreed that,  absent a material  adverse
change (as  determined by Brown  Brothers) or event of default,  it will provide
the Company  with a 120-day  notification  period  prior to issuing a demand for
repayment,  provided  that the Company is in  compliance  with such  guidelines.
Brown  Brothers has advised the Company  that,  because the facility is a demand
credit facility  rather than a  contractually  committed  credit  facility,  the
failure of the  Company to be in  compliance  with such  guidelines  is not,  in
itself, an event of default,  and that the only consequence of its failure to be
in such  compliance  is that Brown  Brothers  has the right to demand  immediate
repayment of all amounts  outstanding  without the otherwise  applicable 120-day
advance  notice  period.  As of June 30, 2000 the Company was not in  compliance
with  the  guideline  relating  to the  formula  of  earnings  before  interest,
depreciation and taxes to interest expense. As a result,  Brown Brothers has the
right under the credit  agreement to demand  immediate  repayment of all amounts
outstanding  without  the  otherwise  applicable  120  day  notice period. As of
September 29, 2000, Brown Brothers had not demanded such repayment.

        At June 30,  2000,  Spectrum was a party to a secured  revolving  credit
facility  with Bank of America.  and provides for a credit  facility for working
capital  purposes in an aggregate  amount of $10,000,000.  Borrowings under this
facility  are  based on a formula  of  account  receivables  and  inventory  and
consignor  advances.  This  credit  facility is used to fund cash  advances  and
inventory  purchases  as well  as to  provide  additional  liquidity  using  the
Company's  receivables  and  other  assets  as  collateral.  At June  30,  2000,
borrowings under this facility aggregated  $6,350,000 and are payable on demand.
Greg Manning, Chairman of the Board of Directors,  President and Chief Executive
Officer of the Company, has personally guaranteed this line of credit.

        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,  1999 and 2000,  the  Company's  expense
relating to bad debt was approximately  $86,000 and $534,000  respectively.  For
the years  ended June 30, 1999 and 2000 the  Company's  history of bad debts has
been to .08% and .47% respectively, of aggregate sales.

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

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

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

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

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

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

        The Company has  developed  both a customer and  supplier  base of major
stamp,  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.

Inflation

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

Safe Harbor Statement

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

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 is not engaged.

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

o             The business of selling stamps 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  concerns 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's  results of  operations  may also be affected by the
              amount,  type and cost of financing  which the Company  maintains,
              and any changes to the financing.


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

              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  recently
              passed the Internet Tax Information Act, which places a three-year
              moratorium  on new  state and local  taxes on  Internet  commerce.
              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.

               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  fluctutations 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             Our  significant  growth has placed  substantial  pressures on our
              personnel  and systems.  In order to support this growth,  we have
              added a significant number of new operating procedures, facilities
              and  personnel.  Although we believe  this will be  sufficient  to
              enable  us to meet our  growing  operating  needs,  we  cannot  be
              certain. In addition,  acquisition transactions are accompanied by
              a number of risks, including:

                  -the  difficulty  of assimilating the operations and personnel
                   of the acquired companies;

                  -the  potential  disruption  of the Company's ongoing business
                   and distraction of management;

                  -the difficulty of incorporating  acquired  technology
                   or content and rights into the Company's products and
                   media properties and  unanticipated  expenses related
                   to such integration;

                  -the  negative  impact  on  reported  earnings  if any
                   transactions that are expected to qualify for pooling
                   of  interest   accounting   treatment  for  financial
                   reporting purposes fail to so qualify;

                  -the impairment  of relationships with employees and customers
                   as a result of any integration of new management personnel;
                   and

                  -the potential unknown liabilities associated with the
                   acquired businesses.

<PAGE>



Item 7. FINANCIAL STATEMENTS

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




                                                        INDEX
                                                                     Page
                                                                    Number

Report of Independent Accountants . . . . . . . . . . . . . . . .     23

Report of Management..............................................    24

Consolidated Balance Sheet - June 30, 2000  . . . . . . . . . . .     25

Consolidated Statements Of Operations - Years ended June 30, 1999 and
June 30,  2000 . . . . . . . . . . . . . . . . . .  . . . . . . . . . 26

Consolidated Statement of Stockholders' Equity--Years ended June 30,
1999 and June 30,  2000 . . . . . . . . . . . . . . . . . . . . . . . 27

Consolidated Statements of Cash Flows - Years ended June 30, 1999 and
June 30, 2000   . . . . . . . . . . . . . . . . . . . . . . . . . .   28

Consolidated Statements of Comprehensive Income--Years ended
June 30, 1999 and June 30, 2000...................................... 29

Notes to Consolidated Financial Statements   . .  . . . . . . . . .   30



<PAGE>


                                         Report of Independent Accountants






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


We have  audited the  accompanying  consolidated  balance  sheet of Greg Manning
Auctions,   Inc.  and  Subsidiaries  as  of  June  30,  2000,  and  the  related
consolidated  statements of  operations,  stockholders'  equity,  cash flows and
comprehensive income for the years ended June 30, 1999 and 2000. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position  of Greg  Manning
Auctions,  Inc. and its  Subsidiaries  as of June 30,  2000,  and the results of
their operations and their cash flows for the years ended June 30, 1999 and 2000
in conformity with generally accepted accounting principles.

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

September  29, 2000
Edison, New Jersey





<PAGE>


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

September 29, 2000

REPORT OF MANAGEMENT

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

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


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


<PAGE>





                                           GREG MANNING AUCTIONS, INC.
                                            Consolidated Balance Sheet
                                                  June 30, 2000

                                          Assets
Current Assets
     Cash and cash equivalents                                      $1,092,311
     Accounts receivable
         Auctions receivable                                         6,747,582
         Auctions receivable - related party                           614,000
         Advances to consignors                                      2,852,294
         Other                                                          16,201
     Inventory                                                      20,601,338
     Deferred tax asset                                                824,000
     Prepaid expenses and deposits                                     517,523
                                                        -----------------------
          Total current assets                                      33,265,249

Property and equipment, net                                            927,699
Goodwill, net                                                        6,600,686
Other purchased intangibles, net                                     3,021,667
Marketable securities                                                  231,000
Investment in equity method investees                                5,936,826
Other non-current assets
     Deferred tax asset                                              1,920,000
     Inventory                                                       2,400,000
     Advances to consignors                                            753,347
     Other                                                             386,441
                                                        -----------------------

         Total assets                                              $55,442,915
                                                        =======================

                           Liabilities and Stockholder's Equity
Current liabilities:
     Demand notes payable                                           $7,950,000
     Notes payable                                                     182,498
     Payable to third party consignors                               1,468,154
     Accounts payable                                                3,492,776
     Advance from related party                                      2,421,804
     Accrued expenses                                                1,849,858
                                                        -----------------------
         Total current liabilities                                  17,365,090
     Notes payable - long term                                         110,700
                                                        -----------------------
          Total liabilities                                         17,475,790
                                                        -----------------------

Preferred stock, $.01 par value. Authorized
     10,000,000 shares; none issued.                                         0
Common stock, $.01 par value. Authorized
     40,000,000 shares; 10,024,632 issued
     and outstanding                                                   100,246
Additional paid in capital                                          41,251,790
Accumulated Other Comprehensive Income:
Unrealized loss on marketable securities                               (92,400)
Retained earnings (deficit)                                         (1,959,043)
Treasury Stock, 99,900 shares, at cost                              (1,333,468)
                                                        -----------------------
     Total stockholders' equity                                     37,967,125
                                                        -----------------------
     Total liabilities and stockholders' equity                    $55,442,915
                                                        =======================


                See accompanying notes to consolidated financial statements


<PAGE>



                                             Greg Manning Auctions, Inc.
                                      Consolidated Statements of Operations (1)
                                             For the Years Ended June 30,

                                                  1999                2000
                                             -------------      ---------------
Operating Revenues
 Sales of merchandise                         $ 72,550,810         $55,662,902
 Commissions earned                              4,933,481           6,716,282
                                             -------------      ---------------
   Total Revenues                               77,484,291          62,379,184

Cost of merchandise sold                        65,741,039          50,559,356
                                             -------------      ---------------
   Gross Profit                                 11,743,252          11,819,828

Operating Expenses
 General and administrative                      4,801,166           6,023,500
 Depreciation and amortization                     739,406           1,009,896
 Salaries and wages                              4,335,093           4,821,088
 Acquisition and merger                               -                926,479
 Marketing                                       2,032,657           2,441,946
                                              -------------     ---------------
    Operating loss                                (165,070)         (3,403,081)

Other income (expense)
 Gain on sale of marketable securities
  and investments                                2,555,040              14,494
 Interest income                                   447,978             452,739
 Interest expense                               (1,643,667)         (1,542,622)
 Minority Interest                                  (5,210)              -
 Income (loss)from operations
  of investees                                      95,272            (851,375)
                                              -------------      --------------
     Income (loss) before income taxes           1,284,343          (5,329,845)

Provision for (benefit from) income taxes          461,434          (1,661,000)

                                              -------------      --------------
Net Income (loss)                               $  822,909        $ (3,668,845)
                                              =============      ==============

Basic Earnings (loss) per share
 Weighted average shares outstanding             7,355,285           9,710,036
                                              =============      ==============
 Basic Earnings (loss) per share               $    0.11           $   (0.38)
                                              =============      ==============

Diluted Earnings (loss) per share
 Weighted average shares outstanding             7,798,642           9,710,036
                                              =============      ==============
 Diluted Earnings (loss) per share             $    0.11            $   (0.38)
                                              =============      ==============

(1) All amounts have been restated to reflect the acquisition of Spectrum
    Numismatics International, Inc. as if it had been acquired at July 1, 1998.
                                      See Note 2.

          See accompanying notes to consolidated financial statements






<PAGE>
<TABLE>
<CAPTION>

                         Greg Manning Auctions, Inc.
               Consolidated Statement of Stockholder's Equity (1)
                           July 1, 1998 to June 30, 2000

                                 Common Stock                          Unrealized
                                                        Additional     Gain (Loss)   Retained                             Total
                           -------------------------    Paid-In      on Marketable   Earnings         Treasury       Stockholders'
                              Shares          $         Capital       Securities     (deficit)        Stock             Equity
                           -------------  ----------  ------------   -------------  ------------------------------   --------------
<S>            <C> <C>        <C>          <C>        <C>               <C>        <C>             <C>               <C>
 Balance, June 30, 1998       4,419,997    $ 44,200   $ 6,819,690       $  18,496  $  653,320      $     -           $   7,535,706
 Spectrum Shares              1,754,034      17,540       (17,540)                                                            -
 Spectrum Balance                                         528,316                     622,293                            1,150,609
                            -------------  ----------  ------------   -------------  ----------    ----------------   --------------
 Consolidated Balance
     June 30, 1998            6,174,031      61,740     7,330,466          18,496   1,275,613             -              8,686,315

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

 Income Tax Benefit from exercise of stock
   options, net of valuation allowance                  1,374,078                                                        1,374,078
     valuation allowance

 Options issued relating to loan                          200,000                                                          200,000

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

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

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

 Common shares  sold for
   cash                      1,075,623       10,757     6,489,243                                                        6,500,000

 Common shares issued relating
      to acquisition of
      subsidiary                750,000       7,500     1,867,500                                                        1,875,000

 Shareholder Distributions-Spectrum                                                  (229,057)                            (229,057)

 Net income - June 30,1999                                                            822,909                              822,909
                           -------------  ----------  ------------   -------------  ----------    ----------------   --------------
 Balance June 30, 1999        8,535,029      85,350    18,373,324         -         1,869,465            -              20,328,139

 Options Exercised              122,875       1,229       225,776                                                          227,005

 Income Tax Benefit from
      exercise of stock options,
      net of valuation reserve                            284,000                                                          284,000

 Common shares  sold for
   cash, net of expenses      1,035,551      10,356    16,196,537                                                       16,206,893

Options issued relating to
    professional fees                                     245,000                                                          245,000

 Common shares issued relating to
     GMAI-Asia acquisition of
     Everbright                 168,104       1,681     3,612,555                                                        3,614,236

 Common shares issued relating to
     acquisition of GMD, net of
     expenses                   163,073       1,630     2,275,976                                                        2,277,606

 Common Shares repurchased
      as Treasury Shares                                                                              (1,333,468)       (1,333,468)

Unrealized loss on marketable
     securities, net of income tax
     of approximately $62,000                                             (92,400)                                         (92,400)

 Shareholder Distributions-Spectrum                                                  (159,663)                            (159,663)

 Spectrum shareholder purchase
      of additional shares for cash
                                                           38,622                                                           38,622

 Net loss - June 30, 2000                                                           (3,668,845)                         (3,668,845)
                             -----------  ----------  ------------   -------------  ----------    ----------------   --------------
 Balance June 30, 2000       10,024,632   $ 100,246   $41,251,790      $  (92,400) $(1,959,043)      $(1,333,468)     $ 37,967,125
                             ===========  ==========  ============   =============  ==========    ================   ==============
(1) All amounts have been restated to reflect the acquisition of Spectrum
    Numismatics International, Inc. as if it had been acquired at July 1, 1998.
                          See Note 2.
</TABLE>

   See accompanying notes to consolidated financial statements

<PAGE>



                             GREG MANNING AUCTIONS, INC.
                       Consolidated Statements of Cash Flows (1)
                            For the Years Ended June 30,

                                            1999                      2000
                                          ------------          --------------
Cash flows from operating activities :
 Net Income (loss)                         $  822,909            $  (3,668,845)
  Adjustments to reconcile net income to
  net cashfrom operating activities:
   Depreciation and amortization              801,282                1,009,896
   Amortization of prepaid and other             -                     351,057
   Provision for bad debts                    (91,974)                 523,912
   Provision For inventory reserve               -                     289,975
   Gain on sale of marketable securities
      and investments                      (2,555,040)                 (14,494)
   Equity in loss of equity method investee   (95,272)                 851,375
   Deferred tax benefit                      (278,300)              (1,236,000)
  (Increase) decrease in assets:
    Auctions receivable                     1,883,395                2,061,266
    Advances to consignors                   (813,891)                 131,053
    Inventory                              (5,495,363)              (6,104,023)
    Income taxes payable                      111,000                    -
    Prepaid expenses and deposits            (101,043)                (103,764)
    Other assets                            2,046,207                  (39,395)
   Increase (decrease) in liabilities:
    Payable to third-party consignors      (3,136,415)              (2,416,302)
    Accounts payable                          (97,876)              (1,655,596)
    Accrued expenses and other liabilities    802,496                2,380,641
    Income taxes payable                      683,405                     -
                                           ------------          --------------
                                           (5,514,480)              (7,639,244)
Cash flows from investing activities:
 Capital expenditures for property
  and equipment                              (280,274)                (649,731)
 Additional goodwill                          (65,883)                 (96,904)
 Purchase of Customer list                   (100,000)                    -
 Acquisition of Subsidiary                 (3,270,040)                    -
 Investment in equity method investments     (270,836)              (2,060,168)
 Distribution from investees                     -                      40,634
 Purchase of marketable securities           (100,000)                    -
 Proceeds from sale of marketable
  securities and investments                 2,659,726                  23,149
                                           ------------         ---------------
                                            (1,427,307)             (2,743,020)
Cash flows from financing activities:
 Net proceeds from (repayment of)
  demand notes payable                        (501,000)             (2,752,000)
 Repayment of loans and loans payable         (381,693)             (4,525,986)
 Proceeds from notes payable                 2,800,000                    -
 Repayment of notes receivable                 233,741                    -
 Proceeds from exercise of options             892,390                 227,005
 Proceeds from sale of common stock ,
  net of expenses                            3,500,000              16,168,874
 Investment by Spectrum partner                  -                      38,622
 Dividend to Spectrum Shareholders            (229,051)               (159,668)
 Payment for Treasury Stock                      -                  (1,333,468)
 Proceeds from Stock Subscriptions
  Receivable                                     -                   3,000,000
                                             -----------        ---------------
                                              6,314,387             10,663,379
Net change in cash and cash equivalents        (627,400)               281,115
Cash and cash equivalents
 at beginning of period                       1,438,596                811,196
                                             ------------       ---------------
Cash and cash equivalents
  at end of period                           $  811,196           $  1,092,311
                                             ============       ===============

(1) All amounts have been restated to reflect the acquisition of Spectrum
    Numismatics International, Inc. as if it had been acquired at July 1, 1998.
                              See Note 2.

        See accompanying notes to consolidated financial statements

<PAGE>

                             Greg Manning Auctions, Inc.
                         Statements of Comprehensive Income (1)

                                                  For the years ended June 30,
                                                1999                  2000
                                       ------------------    ------------------

Net Income (loss)                              $ 822,909         $ (3,668,845)

Other comprehensive income (loss)
 Unrealized gains (loss) on securities,
 net of taxes of approximately $797,000
 and $61,600                                   1,195,428              (92,400)

 Less: reclassification adjustment for
 gains included in net income, net of
 taxes of approximately $809,000              (1,213,924)                 -
                                       ------------------    ------------------
Comprehensive income (loss)                   $  804,413          $(3,761,245)
                                               ==========        =============

         See accompanying  notes to consolidated financial  statements
(1) All amounts have been restated to  reflect  the   acquisition   of  Spectrum
    Numismatics International, Inc. as if it had been acquired at July 1, 1998.
                             See Note 2.


<PAGE>


                           GREG MANNING AUCTIONS, INC.
                   Notes to Consolidated Financial Statements
                             June 30, 1999 and 2000
40


(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,  movie posters, fine art, coins, diamonds and jewelry, comic books,
and Hollywood and Rock and  Roll  memorabilia.  The  Company  conducts  both in-
person event  auctions  and electronic  auctions via the Internet and touch-tone
telephone.

                     In  addition,  the Company  maintains a 48%  investment  in
GMAI-Asia.com,  which  conducts  retail and  auction  sales over the Internet in
Asia, particularly in China.

Basis of Presentation
                  During  February  2000,  the  Company   acquired  all  of  the
outstanding stock of Spectrum Numismatics International,  Inc. ("Spectrum") in a
transaction  accounted  for under the pooling of interest  method of  accounting
(See Note 2). The consolidated  financial  statements have been restated for the
year ended June 30, 1999,  to reflect the Company's  results of  operations  and
financial  position as if Spectrum was a wholly owned  subsidiary of the Company
as of July 1, 1998.

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. Investments in equity-method
investees are  accounted  for under the equity  method of  accounting  since the
Company can exercise significant influence, but less than majority owned and not
otherwise controlled by the Company.

Revenue Recognition
                 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.

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

                The Company also sells its own  inventory at auction,  wholesale
and retail. Revenue with respect to inventory sold at auction is recognized when
sold  at auction, and for  wholesale or retail  sales,  revenues are  recognized
when  delivered or released to the customer or to a common carrier for delivery.
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
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

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

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

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

Cash Equivalents 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.  In
instances  where bulk purchases are made, the cost allocation is based on the
relative market values of the respective  goods. 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, 2000 the amount  of  inventories
subject  to  these   arrangements  was   approximately $4,500,000.

                    The Company periodically reviews the age and turnover of its
inventory to determine whether any inventory has become obsolete or has declined
in value and incurs a charge to operations for known and  anticipated  inventory
obsolescence.  The Company has not incurred any material  charges to  operations
for inventory obsolescence.  Inventory,  which is not expected to be sold within
one year, is classified with other Non-Current Assets.

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

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 Statement of Position ("
SOP") 98-1, "Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use". As such, the Company  expenses all costs incurred that relate
to the planning and post implementation phases of development. Costs incurred in
the development  phase are  capitalized and amortized over its estimated  useful
life of three years. Costs associated with repair or maintenance of the existing
site  or the  development  of  website  content  are  included  in  general  and
administrative expenses in the accompanying 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 carrying  value of  intangible  assets and other  long-lived
assets, including equity method investments, are reviewed on a regular basis for
the existence of facts or  circumstances,  both internally and externally,  that
may suggest  impairment.  To date no such  impairment has been  indicated.  This
evaluation is based on historical and projected  results of operations and gross
cash flow for the underlying business.

 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.

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,  2000  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,  2000  based upon
quoted market prices for the same or similar instruments.

Stock-Based Compensation
                Statement of Financial  Accounting Standards No. 123 "Accounting
for Stock  Based  Compensation"  ("SFAS  123")  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  Accounting  Principles  Board  Opinion  ("APB") No. 25,
"Accounting  for Stock Issued to  Employees"  and complies  with the  disclosure
provisions of SFAS No. 123,  "Accounting for Stock-Based  Compensation.".  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.

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.

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
sheet consist of the net  unrealized  gains (losses) on securities, net of tax.

New Accounting Pronouncements
                In December 1999, the Securities and Exchange  Commission  staff
released Staff  Accounting  Bulletin No. 101,  Revenue  Recognition in Financial
Statements (SAB 101), which provides  guidance on the recognition,  presentation
and disclosure of revenue in financial  statements.  The Company  believes their
revenue recognition policies do not significantly differ from SAB 101.

            In June 1998,  the Financial  Accounting  Standards  Board  ("FASB")
issued Statement of Financial  Accounting Standards ("SFAS") No. 133, Accounting
for Derivative Instruments and Hedging Activities.  As amended by SFAS 138, SFAS
No 133 is effective for all fiscal  quarters of all fiscal years beginning after
June 15, 2000. SFAS No. 133 establishes  accounting and reporting  standards for
derivative  instruments,  including certain derivative  instruments  embedded in
other contracts, and for hedging activities. The Company is currently evaluating
the  impact  that the  adoption  of this  statement  will have on its  financial
position and results of operations.

(2) Acquisitions and Mergers

                   On October 29, 1998, the Company completed the acquisition of
all  of the  common  stock  of  Teletrade,  Inc.  The  purchase  price  for  the
acquisition was approximately  $5,895,000 consisting of $1,875,000 in securities
of the Company,  $3,000,000 in cash,  $675,000 in promissory  notes,  $75,000 in
options to purchase  the  Company's  common  stock and  $270,000 in  acquisition
related  expenses.  The  acquisition  was recorded using the purchase  method of
accounting.  Substantially  all of the purchase  price was allocated to goodwill
and other  acquired  intangibles  which are being  amortized  over the estimated
useful  lives.  The results of operations of Teletrade are included from October
30, 1998.

         Effective  February 18, 2000,  the Company  acquired all of the capital
stock of Spectrum  Numismatics  International,  Inc., 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.  Accordingly,  all prior  financial  statement  information  has
been restated to include the historical  balances of  Spectrum.

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


                                  Company        Spectrum       Combined
Year ended June 30, 1999        ------------   ------------   -----------
   Total Revenue                $ 14,799,375   $ 62,684,916   $ 77,484,291
   Net Income                        580,654        242,255        822,909

Year ended June 30, 2000
   Total Revenue                $ 36,930,643   $ 25,448,541*  $ 62,379,184
   Net Loss                       (3,230,225)      (438,620)*   (3,668,845)

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

         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 $12,000,000 payable in the Company's common stock over a specified period
of time. At June 30, 2000 the value (net of expenses) of the common stock issued
was approximately $2,278,000.  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 cost  over the  estimated  fair  value  of net  assets  acquired  was
allocated to goodwill,  which will be amortized over a five year period. At June
30, 2000 the amount of goodwill is approximately $2,246,000.

Acquisition and merger costs of approximately $926,000 were incurred and charged
to  expense  during   the  year  ended  June 30, 2000  for services  rendered to
facilitate the completion of these transactions.

(3) Receivables

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

                As of  June  30,  2000,  the  allowance  for  doubtful  accounts
included in auction receivables was approximately $826,000.

(4) Marketable Securities

           Investments  in available for sale  marketable  securities as of June
30, 2000 is as follows:

                          Cost      Market Value      Unrealized
                                                      Gain (Loss)
                       ---------   --------------   ---------------
Common Stock           $ 385,000     $ 231,000       $ (154,000)
                       =========   ==============   ===============


The  unrealized  loss is  classified  as a separate  component of  stockholder's
equity,  net of tax, in the amount of $92,400.  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.

During the year ended June 30,  1999,  the Company  sold  2,312,289  shares of a
stock for  approximately  $2,162,000,  resulting in a pretax gain on the sale of
marketable securities of approximately $ 2,028,000.

(5) Inventories
                                  Current        Non-current          Total
                             ---------------   --------------   ---------------
Stamps                        $  3,609,682     $    500,000      $  4,109,682
Sports Cards and Memorabilia     4,003,742                          4,003,742
Coins                            8,881,741        1,000,000         9,881,741
Art                                315,097                            315,097
Other(Comics, Antiquities
 and other)                      3,791,076          900,000         4,691,076
                             ---------------   --------------   ---------------
                              $ 20,601,338     $  2,400,000      $ 23,001,338
                             ===============   ==============   ===============


The non-current  inventory  represents an estimate of total inventory,  which is
not  expected to be sold within one year.  The Company has provided an inventory
reserve of approximately $514,000.

<PAGE>

 (6) Property and Equipment, net
                                                                  Estimated
                                                                 Useful Lives
                                                          ----------------------
 Equipment                                        $2,029,385         3-5 years
 Furniture and fixtures                              306,850         3-5 years
 Vehicles                                             67,000         3-5 years
 Property under capital leases                       186,143         3-5 years
   (computers and office equipment)
 Leasehold improvements                              491,503          5 years
                                          -----------------------
                                                   3,080,881
 Less accumulated depreciation
   and amortization                                2,153,182
                                          -----------------------
 Net property and equipment                       $  927,699
                                          =======================

                Depreciation and  amortization  expense for the years ended June
30, 1999 and 2000 was approximately $397,000 and $464,000,  respectively.  These
amounts include amortization of assets under capitalized leases of approximately
$11,000 and $17,000 for the years ended June 30, 1999 and 2000, respectively.

 (6) Goodwill and Other Purchased Intangibles, net

                                                     Accumulated
    Intangible Asset                 Gross          Amortization       Net
---------------------------     ---------------     -------------   ----------
 Goodwill                          $ 7,457,493       $ 856,807    $ 6,600,686
 Other intangible assets             3,400,000         378,333      3,021,667

         Amortization expense for the years ended June 30, 1999 and 2000  was
approximately $342,000 and $548,000, respectively.

( 7 ) Investment in Equity-Method Investees

        The Company  maintains a 48% interest in GMAI  Asia.com. On February 15,
2000,  GMAI-Asia.com,  Inc.,  closed  a series  of  related  transactions  which
permitted GMAI-Asia.com,  Inc. to launch a "clicks and mortar" strategy in China
while the  Internet  infrastructure  in that country  develops.  At the closing,
GMAI-Asia.com  acquired from China Everbright  Technology Limited a 65% interest
in China  Everbright  Telecom-Land  Network  Limited (a British  Virgin  Islands
company)  for  consideration  of  30,000,000  Chinese  Renmimbi   (approximately
US$3,624,000,  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  40,000,000
Chinese  Renmimbi   (approximately  US  $4,832,000)  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 (a
Chinese company wholly owned by affiliates of China Everbright Technology);  and
received   an  option   to   acquire  a  65%   interest   in  China   Everbright
Telecommunication  Products  for nominal  consideration  and  certain  rights to
acquire  the  remaining  35%  interest  in  China  Everbright  Telecommunication
Products. In addition,  the Company has guaranteed performance by GMAI-Asia.com,
Inc. of its 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  distribution  of consumer  telecommunication  and
electronic  products in China.  These entities sell their products through China
Everbright Telecommunication Products' distribution network of retail locations.
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 investment in this investee is approximately $5,329,000.

     The Company  maintains a 20% ownership  interest in a coin company  through
its 100% ownership of Kensington Associates,  L.L.C. (a holding company). During
the year ended June 30, 1999, Kensington Associates sold an investment in a coin
company in exchange  for  $300,000 in cash and 57,000  shares of common stock of
another corporation valued at $285,000 which resulted in a gain of approximately
$532,000.

     During the year ended  June 30,  2000,  the  Company  and Afinsa  formed an
entity known as GMAI-Europe.Com,  Afinsa. to conduct Internet auction and retail
sales in Europe through an office in Madrid,  Spain.  A definitive  agreement is
currently being finalized.

                Summarized balance sheet information as of June 30, 2000  of the
Company's equity method investees is approximately as follows:

                                 (unaudited)
                                ------------
Current Assets                  $ 29,111,000
Non Current Assets                 1,975,000
Current Liabilities               13,081,000
Non Current Liabilities            5,188,000

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

                                                (unaudited)
                                         For the years ended June 30,
                                        -----------------------------
                                             1999            2000
                                        ------------     ------------
Net Sales                               $ 25,132,000     $ 24,648,000
Gross Profit                               4,221,000        5,167,000
Net profit (loss)                            538,000       (1,314,000)

 (8) Income Taxes

                Deferred  tax  attributes  resulting  from  differences  between
financial accounting amounts and tax basis of assets and liabilities at June 30,
2000 are as follows:
 Current assets and liabilities
  Allowance for doubtful accounts                                   $ 328,000
  Inventory uniform capitalization                                    357,000
  Inventory valuation reserve                                         206,000
                                                              ----------------
   Sub-total                                                          891,000
 Valuation allowance, provision for income taxes                      (67,000)
                                                              ----------------
 Net current deferred tax asset                                      $824,000
                                                                     ========


<PAGE>

Noncurrent assets and liabilities
 Goodwill                                                          $  (42,000)
 Depreciation                                                         179,000
 Organizational costs                                                  42,000
 Net federal and state operating loss carryforward                  1,813,000
 Investments in equity-method investees                               354,000
 Investments in marketable securities                                  62,000
 Other                                                                 20,000
                                                                 --------------
   Sub-total                                                        2,428,000
 Valuation allowance, provision for income taxes                     (469,000)
 Valuation allowance, equity                                          (39,000)
                                                               ----------------
Net noncurrent deferred tax asset                                  $1,920,000
                                                                   ==========
Based on management's estimates,  the Company has provided a valuation allowance
against certain  deferred tax assets. The valuation allowance primarily consists
of net operating loss carryforwards.The portion of the valuation allowance which
will affect equity and which will not be available to offset  future  provisions
of income tax is stated as "Valuation allowance, equity".  The Company  believes
uncertainty  exists regarding the realizability of these items, and accordingly,
has  established a valuation  allowance.  Realization  of the above deferred tax
assets is dependent on  generating  sufficient  taxable  income in the future to
offset the  deductability of temporary  differences  generating the deferred tax
assets.  The amount of the deferred tax asset  considered  realizable,  however,
could be reduced if the estimates of future taxable income are reduced.

The provision for (benefit from)income taxes for the years ending June 30
consist of the following:
                                                        Years
                                                        ended
                                                       June 30,
                                       ----------------------------------------
                                                 1999                  2000
                                       ----------------    --------------------
Current tax expense (benefit)              $ 764,434             $ (425,000)
Deferred tax benefit                        (278,000)               (983,000)
Net Change in valuation allowance            (25,000)               (253,000)
                                        ---------------     ------------------
                                           $ 461,434             $(1,661,000)
                                            =========            ===========

The current  tax  expense  for the year ended June 30, 1999 has been  reduced by
approximately $25,000 due to the utilization of state net operating losses.

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 $59,000.

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

The effective tax rate varied from the statutory rate as follows:
                                                    Years ended June 30,
                                          -------------------------------------
                                                 1999                 2000
                                          ---------------      ----------------
Statutory Federal income tax rate                34%                  (34%)
State income taxes, net of federal benefit        6%                  (6%)
Certain non-deductible expenses                   7%                   2%
Non deductible acquisition costs                                       8%
Change in valuation allowance                                          5%
Other                                            (3%)                 (6%)
                                          ---------------      ----------------
                                                 44%                  (31%)
                                                 ===                  =====
The Company has a federal  net  operating  loss  carryforward  of  approximately
$4,100,000  which expire beginning in fiscal year 2019 through fiscal year ended
2020.  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 $7,100,000 expiring at various times from fiscal years ending 2002
through 2007.


<PAGE>



(9) Debt
Demand Notes Payable

The  Company  has a  revolving  credit  agreement with Brown  Brothers  Harriman
& Co.("Brown Brothers")  pursuant  to which  Brown  Brothers  agreed to  provide
the  Company  with a credit facility of up to $5,750,000.  The  Company  pays an
annual fee for the  facility  equal to one  quarter  of one percent of the total
amount of such  facility.  Borrowings  under this  facility bear interest at the
rate of 2% above Brown  Brothers  base rate,  which was 8.25 % at June 30, 2000,
and are payable on demand.
                                                                   $ 1,600,000

Spectrum  Numismatics  has 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  $10,000,000  subject  to  adjustments  as  defined  in  the
agreement.  The loan  agreement  allows  for  borrowings  based on the lesser of
$10,000,000 or a percentage of eligible  inventories and accounts  receivable or
50% of the market value of GMAI stock pledged as collateral. The Company pays an
annual fee for the  facility  equal to one  quarter of one  percent of the total
amount of such facility. Borrowings under this facility bear interest at Bank of
America  base  rate,  which was 8.25 % at June 30,  2000.  The  credit  facility
expires on March 1, 2001 and is  personally  guaranteed  by Greg Manning who has
pledged  700,000  shares  of  the  Company  owned  personally  by  Mr.  Manning.
Additionally, the line is collateralized by all of the assets of Spectrum and is
guaranteed  by GMAI.  In connection  with this  agreement,  the Company pays Mr.
Manning a guarantee  debt fee which is based on 3% per annum of the average loan
balance outstanding each month.
                                                                     6,350,000
                                                                   -----------
                                   Total Demand Notes Payable      $ 7,950,000
Other borrowings:

 Notes payable to current shareholder related to
 Indebtedness of Teletrade prior to its acquisition              $   75,379

 Notes payable to former shareholders of Teletrade
 Related to indebtedness prior to its acquisition                    87,594

 Various capital lease obligations, various monthly
 payments through  2005                                             130,225
                                                                -------------
                                                                    293,198
 Less current portion                                               182,498
                                                                --------------
 Notes payable - long-term portion                                 $110,700
                                                                ==============

The  aggregate  amount of all  maturities  for the years  ending  June 30 are as
follows:
                          2001                                $ 182,498
                          2002                                   45,090
                          2003                                   31,437
                          2004                                   30,759
                          2005                                    3,414
                                                           --------------
                                                              $ 293,198

              The  Company's  obligations  to Brown  Brothers  under  the  above
revolving  credit loan  facility is  collateralized  by the  Company's  accounts
receivable,  advances to consignors,  and inventory. The loan agreements contain
various  guidelines  (including those relating to minimum tangible net worth and
interest  coverage  ratio) which the Company must adhere to and which  prohibits
payment  of  dividends  or like  distributions  without  the  consent  of  Brown
Brothers.  Absent a material adverse change or event of default as determined by
Brown Brothers,  Brown Brothers has agreed to provide the Company with a 120-day
notification  period  prior to  issuing a demand for  repayment,  so long as the
Company is in compliance with certain  financial and operating  guidelines.  For
the year  ended  June 30,  2000,  the  Company  was not in  compliance  with the
guideline relating to the formula of earnings before interest,  depreciation and
taxes to interest expense.  As a result,  Brown Brothers has the right under the
credit  agreement  to demand  immediate  repayment  of all  amounts  outstanding
without the otherwise  applicable  120-day notice period. At September 29, 2000,
Brown Brothers had not demanded such repayment.

(10) Leases
                The Company  conducts its business on premises leased in various
locations  under leases that expire through the year 2005. The Company  utilizes
property and equipment under both operating and capital  leases.  Future minimum
lease  payments  under  noncancelable  leases in effect at June 30, 2000 are set
forth below:

                                     Operating         Capital        Total
                            --------------------------------------------------
  2001                                $324,000      $49,000       $373,000
  2002                                 258,000       41,000        299,000
  2003                                 209,000       41,000        250,000
  2004                                 143,000       34,000        177,000
  2005                                  82,000        3,000         85,000
                            --------------------------------------------------
Total future minimum lease payments $1,016,000    $ 168,000    $ 1,184,000
                                    ==========    ========= = ============

                Rent  expense was  approximately  $206,000 and $339,000 for 1999
and 2000, respectively.

                Interest  expense  associated  with  these  capital  leases  was
approximately $17,000 and $24,000, for fiscal years 1999 and 2000, respectively.

 (11) 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 $100,000;  no seller's  commission
is  payable  for  lots  valued at over $100,000), is paid to CRM upon successful
sale, and in the case of private treaty, the net price after selling commissions
is paid to CRM. For the years  ended  June 30, 1999 and 2000,  such  auction and
private  treaty  sales (net of commission) were not material.

                  Included   in  Accounts   Receivable   at  June  30,  2000  is
approximately  $31,000,  which  is due from  CRM and  will be  collected  in the
ordinary course of business.

                Scott Rosenblum,  a director of the Company, is a partner of the
law firm Kramer, Levin, Naftalis & Frankel, which provides legal services to the
Company.  Anthony L.  Bongiovanni,  Jr.,  also a  director  of the  Company,  is
president of Micro Strategies, Incorporated, which provides computer services to
the Company. Richard Cohen, also a director of the Company,  provided consulting
services  for the  Company.  In relation to Kramer,  Levin,  Naftalis & Frankel,
amounts  paid for services  rendered  were  approximately  $334,000 and $424,000
respectively  of which,  approximately  $129,000  and  $371,000,  was charged to
operations  in  fiscal  1999  and  2000.   In  relation  to  Micro   Strategies,
Incorporated, amounts paid for services rendered were approximately $154,000 and
$464,000 respectively, of which, approximately $113,000 and $310,000 was charged
to operations  in fiscal 1999 and 2000. In relation to Rich Cohen,  amounts paid
for services rendered were approximately $0 and $40,000 of which,  approximately
$0 and $40,000 was charged to operations in fiscal 1999 and 2000.

                For  the  years   ended   June  30,   1999  and  2000  sales  of
approximately $18,900,000 (24% of revenues) and $5,995,000 (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.  Payments  made  to   these   entities
for commissions and purchases of products approximated $2,700,000 and $2,300,000
for the years  ended June 30, 1999 and  2000.

                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  $5,000,000.  These notes were paid in full during fiscal 2000.
Interest  expense  associated with these notes were  approximately  $498,000 and
$242,000 for the years ended June 30, 1999 and 2000. Additionally, Spectrum paid
this  individual  approximately  $746,000  and $95,000 for  consulting  and debt
guarantee fees for the years ended June 30, 1999 and 2000.

                In the normal course of business,  Afinsa consigned  material to
the Company,  which was auctioned during the fiscal year ended June 30, 1999 for
a total hammer price of $316,600 and purchased artwork totaling $850,000. In the
normal  course of  business,  the Company sold to Afinsa  consigned  goods for a
total of $1,000,000.  As of June 30, 2000,  Afinsa has an  outstanding  accounts
receivable  balance  of  approximately  $614,000.  During  fiscal  2000,  Afinsa
purchased other product totaling approximately $254,000.

                The  Company  acts  as  an agent of Afinsa regarding their stock
subscription  agreement  with  GMAI-Asia.com, Inc.  Under  this arrangement, the
Company receives funds from Afinsa and advances such funds to GMAI-Asia.com,Inc.
on  an  as-needed  basis.  There is  no  segregation of these funds. Such amount
liable  to  be paid to GMAI-Asia.com, Inc. is $2,421,804 at June 30, 2000 and is
included in Advance from related party.

                During the year ended June 30, 2000, the Company paid Mr.Manning
approximately  $68,000 of debt guarantee fees (see Note 9).

 (12) 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 $66,000 and $42,000 for the years ended
June 30, 1999 and 2000,  respectively,  and are  accounted for as an increase to
goodwill and amortized over the goodwill's remaining life.

(13)  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
     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.  As of June 30, 1999, the Company had
recorded a stock  subscription  receivable for the remaining 285,373 shares with
an aggregate purchase price of $3 million.  This amount was received from Afinsa
on July 9, 1999.

         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. In connection
with this equity investment,  GMAI and Amazon.com  Auctions LLC, a subsidiary of
Amazon.com,  entered  into a marketing  agreement  pursuant to which the Company
offers  collectibles  for sale on the  Amazon.com  web  site.  The  Company  has
registered  with the SEC the  shares of the  Company's  common  stock  that were
issued to Amazon.com, Inc.

         In late  January  and early  February  2000,  GMAI  issued in a private
placement to certain  investors an aggregate of 750,000  shares of the Company's
common stock for approximately $ 11,273,000, 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.  The  warrants  are
immediately exercisable at prices ranging from $18.85 to $24.52 per share.

Common Stock Repurchases
            During April 2000,  the Company's  Board of Directors  ("the Board")
authorized a plan to buy back in the open market up to 500,000  shares of common
stock based upon the Board's  discretion.  The shares will be  purchased  on the
open market and will pay an amount not to exceed the highest  independent bid or
independent  sales price on the Nasdaq  National  market,  whichever  is higher.
However,  on any given day, the Company will not repurchase more than 25% of the
average  daily  trading  volume for the  Company's  common  stock the four weeks
preceding  the week in which the  purchase  was made,  excluding  block  trades.
During the year ended June 30, 2000 the Company  repurchased  99,900  shares for
$1,333,468.   The  Company   repurchased   an   additional   87,900  shares  for
approximately  $863,000  during the period July 1, 2000 to September 15, 2000. A
brokerage firm is holding the repurchased shares.

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 1,750,000 shares of
common stock has been reserved for issuance  pursuant to the plans as amended by
the  stockholders  on February  18,  2000.  In  addition,  the February 18, 2000
amendment  increased from 100,000 to 200,000 the total number of shares that the
Company may issue to an  individual in any given year.  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 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, 2000 have been granted with exercise
price equal to market  value on the date of grant.  During  December  1997,  the
Board  authorized  a  repricing  plan  which was  subsequently  approved  by the
shareholders,   pursuant  to  which  employees  and  certain   consultants  with
non-qualified  stock options  awarded  under the 1993 Plan and bearing  exercise
prices equal to or in excess of $2.8125 per share, with certain exceptions, were
permitted to exchange their old options for new options,  exercisable at a price
equal to the Fair Market  Value of the  Company's  Common  Stock on December 10,
1997 (the date of the Annual Meeting of Shareholders), that is, $1.38 per share.
Certain  consultants  to the Company  were not  entitled to  participate  in the
repricing plan. The repricing plan has been fully implemented.

The  following  table  summarizes  information  about  options  outstanding  and
exercisable as of June 30, 1999 and 2000:
<TABLE>
<CAPTION>

                                                           1999                             2000
                                               -----------------------------   -------------------------------
                                                                Weighted-                         Weighted-
                                                                 Average                           Average
                                                   Options       Exercise           Options        Exercise
                                                                  Price                             Price
                                               -----------------------------   -------------------------------
<S>                                                  <C>           <C>                <C>          <C>
Outstanding - beginning of year                        601,500     1.43                  658,125     5.08
    Granted through stock option plan                  277,000     4.28                  684,500    14.16
    Granted outside of stock option plan               175,000     8.82                  167,500    20.07
    Repurchased                                       (60,000)     3.00                     -        -
    Exercised                                        (335,375)     1.42                (122,875)     1.92
    Forfeited                                                                           (46,625)     9.50
                                                ----------------                ------------------
Outstanding - end of year                              658,125     5.08                1,340,625    11.68

Exercisable - end of year                              280,000     5.24                  481,625    10.77

The  weighted  average  fair value of options  granted  during 1999 and 2000 was
$4.13 and $14.16.
</TABLE>


<PAGE>



               Following is a summary of the status of stock options outstanding
at June 30, 2000:
<TABLE>
<CAPTION>

                         Options Outstanding                                     Options Exercisable
-----------------------------------------------------------------------   -----------------------------------
                                           Weighted
                                            Average        Weighted                             Weighted
                        Number of          Remaining       Average            Number of         Average
     Exercise             Shares          Contractual      Exercise            Shares           Exercise
      Price            Outstanding           Life           Price            Exercisable         Price
-----------------------------------------------------------------------   -----------------------------------
<S>   <C>                     <C>             <C>           <C>                     <C>          <C>
       1.38                     137,750       3.5            1.38                   136,500       1.38
       1.97                      66,375       8.1            1.97                     7,500       1.97
       2.50                     107,500       8.3            2.50                    36,250       2.50
       5.19                      48,500       8.4            5.19                    11,375       5.19
       9.38                      20,000       8.8            9.38                     5,000       9.38
      11.44                      42,500       10            11.44                         -      11.44
      11.63                      15,000       8.5           11.63                    15,000      11.63
      12.19                     100,000       8.8           12.19                   100,000      12.19
      13.94                      75,000       9.5           13.94                         -      13.94
      14.19                      10,000       8.4           14.19                     2,500      14.19
      14.25                     530,500       9.5           14.25                         -      14.25
      18.44                      20,000       9.7           18.44                         -      18.44
      18.85                     112,500       4.6           18.85                   112,500      18.85
      20.19                      25,000       4.6           20.19                    25,000      20.19
      24.52                      30,000       2.6           24.52                    30,000      24.52
                   ---------------------                                  ------------------
                              1,340,625                                             481,625
                              =========                                             =======
</TABLE>

Pro Forma Disclosure
     The Company  follows the intrinsic  value method relating to its accounting
treatment for its stock options.  Had compensation cost been recognized based on
the fair value at the date of grant for all options granted during 1999 and 2000
would have been as follows:

Proforma  information regarding net income and earnings per share is required by
SFAS 123, and has been det

                                      1999                           2000
                               ---------------                 ---------------

Proforma net income  (loss)           $ 752,981                $  (4,222,730)

Proforma earnings (loss)per share
  Basic                                  .10                           (.42)
  Diluted                                .10                           (.42)

               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  1999  and  2000,  respectively:,   risk-free
interest rates of 5.1% and 5.7%;  dividend yields of 0%;  volatility  factors of
the  expected  market  price of the  Company's  common stock of 82% and 82%; and
weighted-average expected life of the option of five years.

               There was no compensation expense recorded from stock options for
the years ended June 30, 1999 and 2000.

                During the year ended June 30,  1999,  the Company  issued stock
options to vendors in exchange for  services.  These  options were valued at the
fair market value in the amount of $150,000 which was amortized over the life of
the contracts,  one year.  Amortization expense related to these options for the
years ended June 30, 1999 and 2000 was approximately $42,000 and $108,000. As of
June 30, 2000, the Company  granted stock options to consultants in exchange for
services.  The value of these  options is  approximately  $245,000 and are being
amortized over their respective  vesting periods.  Accordingly,  no amortization
expense is being recorded as of June 30, 2000.

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.

 (14) Significant Agreements

Employment Agreements
                The Company has entered into an employment  agreements  with Mr.
Greg Manning,  Chief  Executive  Officer of the Company.  The agreement with Mr.
Manning, as amended,  provides for Mr. Manning's services as President and Chief
Executive Officer of the Company, with an annual salary of $300,000 for the year
ended June 30, 2000 , plus a bonus based on income  before  income  taxes of the
Company  (subject  to  increase  by the  Board of  Directors),  together  with a
non-accountable  expense  reimbursement  of $25,000  per annum.  The Company has
entered into an agreement with Mr.  Manning  extending the term of his agreement
through  June 30, 2002 and  providing  for a new base salary of $350,000  and an
annual  bonus  of no less  than  $50,000,  with all  other  material  terms  and
conditions remaining the same.

                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 $7,000,000 with the benefits payable to
the Company.

                The Company has entered into a management agreement with Tristar
to manage the operations of GMD. See note 2.

(15) 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  $6,100 and $9,500 for the
years ended June 30, 1999 and 2000.



<PAGE>


 (16) Supplementary Cash Flow Information

Following is a summary of supplementary cash flow information:

                                                       Year Ended
                                                         June 30,
                                           ----------------------------------
                                                 1999                 2000
                                            ------------          -----------
Interest paid                                 $ 1,644,799          $ 1,538,935
Income taxes paid                                   1,621                1,222

Summary of significant non-cash transactions:

 Income tax effect of the exercise of options   1,374,078              284,000

 Issuance of shares related to GMAI-Asia
 purchase of Everbright Technologies                 -               3,614,236

 Issuance of shares related to acquisition of
 Subsidiaries                                   1,875,000           25,000,000

 Issuance of shares related to acquisition
 of GMD                                              -               2,277,606

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

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

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

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

 Common stock received from sale of investment    285,000                 -

 Issuance of options relating to professional
 services                                         150,000               245,000

 (17) "Year 2000"

                     The  Company's  program  relating  to Year  2000  issue  is
ongoing,  as  the  Company  monitors  (1)  the  software and systems used in the
Company's  internal  business;  and (2) third party vendors,  manufacturers  and
suppliers. The Company has not experienced any material issues  or problems with
regard to Y2K.




<PAGE>

                                    PART III.


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

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

Greg  Manning,  age 54, 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.

James A. Smith,  CPA,  age 48, has been Chief  Financial  Officer of the Company
since  December 12, 1997. Mr. Smith served as Chief Financial Officer of Imatec,
Ltd. from  1996 to 1997,  and as Controller of Ferrara Food Company from 1992 to
1996.

James A. Reiman, age 45,  joined  the  Company in April 1999, as Executive  Vice
President, Strategic Development. He also served as a consultant to the  Company
prior to that time. He received his JD from Northwestern  University  School  of
Law,  and his BA from Columbia College, Columbia University.

Scott S.  Rosenblum,  age 51, 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 41,  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 69, 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.

Richard  Cohen, age 49, a  director since December,  1999, has been the managing
principal of Richard M. Cohen  Consultants  since 1996. From 1992  to  1995,  he
served as President of General  Media,  Inc., a public company with interests in
magazines, cable, licensing and the Internet.  He holds a BS from the University
of  Pennsylvania  and  an MBA from Stanford  University.  He is also a Certified
Public  Accountant  in the State of New York.  Mr.  Cohen is also a director  of
National  Auto Credit, Deyco Acquisition Corp., Symposium Telecom and Directrix,
Inc.

Greg Roberts, age 39, 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 54, 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 38, a director since December, 1999, was a partner at Kramer
Levin  Naftalis &  Frankel,  a New York law firm,  from 1995  through  1999.  In
October,  1999,  he became a Senior  Vice  President  and  General  Counsel  for
Investec Ernst & Company.

The Company's  directors are elected at the annual meeting of stockholders.  The
Certificate of Incorporation provides that the members of the Board of Directors
be divided into three  classes,  as nearly  equal in size as possible,  with the
term of  office  of one  class  expiring  each  year.  Accordingly,  only  those
directors  of a single  class can be  changed  in any one year and it would take
elections  in three  consecutive  years to  change  the  entire  Board.  Messrs.
Bongiovanni  and  Rosenblum  have been  elected to serve  until the 2000  annual
meeting of  stockholders.  Messrs.  De Figueiredo and Manning have been elected,
and Mr.  Davin has been  appointed,  to serve until the 2001  annual  meeting of
stockholders.  Messrs.  Segall and Cohen have been elected,  and Mr. Roberts has
been  appointed,  to serve until the 2002 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.

Each 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 62, 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 68, 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 81 was Chairman of the Board and Chief Executive Officer
(from  1954  to  1986)  of  Modern  Builders  Supply  Company,  Inc. and  Modern
Manufacturing, Inc., the latter of which is one of the ten leading  distributors
of building  products in  the  United  States. Mr. LaTuchie has been a life-long
collector  of  rare  stamps,  and  he  also collects sheet music and other paper
collectibles.

Joseph Levy, Jr., age 74, 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 58, is President  and  CEO of Wiltshire  Technologies,
Inc.,  a  high  technology  venture  capital  and  consulting group,  and  is an
experienced  collector of  rare  stamps.  Mr.  Wiltshire  is  a  member  of  the
Association  of Certified  and  Corporate Accountants  (A.C.C.A) and the British
Computer Society  (M.B.C.S.).  Mr. Wiltshire holds degrees in Executive Business
Administration and marketing.




Item 10.                  EXECUTIVE COMPENSATION

               Information  regarding  Executive  Compensation  will  be in  the
definitive  proxy  statement  of the Company to be filed within 120 days of June
30, 2000 and is incorporated by reference.


Item 11.                  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                                      MANAGEMENT
                      ---------------------------------------------------

               Information  regarding  Security  Ownership of Certain Beneficial
Owners and Management  will be in the definitive  proxy statement of the Company
to be filed within 120 days of June 30, 2000 and is incorporated by reference.

Item 12.                  CERTAIN RELATIONSHIPS AND TRANSACTIONS

               Information regarding Certain Relationships and Transactions will
be in the definitive  proxy statement of the Company to be filed within 120 days
of June 30, 2000 and is incorporated by reference.


<PAGE>


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

         (a)      (1)     All Financial Statements of the Company for the  years
                          ended June 30, 1999 and 2000 are filed herewith.  See
                          Item 7 of this Report for a list of such financial
                          statements.

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

         (b)      Reports on Form 8-K

                  Report on Form 8-K  filed on March 6,  2000,  relating  to the
                  Company's  acquisition of Spectrum Numismatics  International,
                  Inc. and related  matters  (item 2), as amended by Form 8-K/A,
                  filed on May 5, 2000,  setting forth  financial  statements as
                  required by item 7.

                  Report on Form 8-K filed on May 30, 2000,  relating to certain
                  transactions  between Tristar  Products,  Inc and Greg Manning
                  Direct, Inc., a wholly owned subsidiary of the Company.

         (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.*

         10.5     Fourth Amendment to  Employment Agreement between Greg Manning
                  and Company, effective as of July 1, 2000.*

         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     Employment Agreement between James Reiman and Company dated as
                  of  March 31, 1999. Incorporated by reference to Exhibit 10 to
                  Form 10-QSB of the Company for the period ended March 31,1999.

         10.8     Demand Promissory Note,dated February 5, 1999, of Greg Manning
                  Auctions,Inc.(Maker) to Brown Brothers Harriman & Co.(Holder)*

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

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

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

         10.12 1997 Stock Option Plan, as amended.  Incorporated by reference to
         Exhibit A to the Proxy  Statement of the Company dated October 28, 1997
         and to the Proxy Statement of the Company dated January 14, 2000.

10.13    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.

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

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

10.16    Pledge  Agreement  dated  February 18, 2000 between Bank of America, NA
         and Greg Manning.*

 23.1     Consent of Independent Accountants.*

 27       Financial Data Schedule*

                                      * Filed herewith

*************************************************************************

<PAGE>


SIGNATURES

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

                           GREG MANNING AUCTIONS, INC.


Date: October 3, 2000


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

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

Date: October 3, 2000

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

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

                                       /s/ Anthony Bongiovanni
                                          Anthony Bongiovanni
                                              Director

                                       /s/ Scott Rosenblum
                                          Scott Rosenblum
                                              Director

                                        /s/ Richard Cohen
                                           Richard Cohen
                                             Director

                                        /s/  Greg Roberts
                                            Greg Roberts
                                             Director




<PAGE>



                                  EXHIBIT INDEX

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

         (a)      (1)      All Financial Statements of the Company for the years
                           ended June 30, 1999 and 2000 are filed herewith.  See
                           Item  7  of  this Report for a list of such financial
                           statements.

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

         (b)      Reports on Form 8-K

                  Report on Form 8-K  filed on March 6,  2000,  relating  to the
                  Company's  acquisition of Spectrum Numismatics  International,
                  Inc. and related  matters  (item 2), as amended by Form 8-K/A,
                  filed on May 5, 2000,  setting forth  financial  statements as
                  required by item 7.

                  Report on Form 8-K filed on May 30, 2000,  relating to certain
                  transactions  between Tristar  Products,  Inc and Greg Manning
                  Direct, Inc., a wholly owned subsidiary of the Company.

(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.*

         10.5     Fourth  Amendment to Employment Agreement between Greg Manning
                  and Company, effective as of July 1, 2000.*

         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     Employment Agreement between James Reiman and Company dated as
                  of March 31, 1999.  Incorporated by reference to Exhibit 10 to
                  Form  10-QSB of the  Company  for the period  ended  March 31,
                  1999.

         10.8     Demand Promissory Note,dated February 5, 1999, of Greg Manning
                  Auctions, Inc.(Maker) to Brown Brothers Harriman&Co. (Holder)*

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

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

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

         10.12    1997 Stock Option Plan, as amended.  Incorporated by reference
                  to  Exhibit  A  to  the  Proxy  Statement of the Company dated
                  October 28,  1997  and  to the  Proxy Statement of the Company
                  dated January 14, 2000.

         10.13    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.

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

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

10.16    Pledge  Agreement  dated  February 18, 2000 between Bank of America, NA
         and Greg Manning.*


23.1     Consent of Independent Accountants.*

27       Financial Data Schedule*

                   * Filed herewith