SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

( X )  Quarterly  Report  pursuant  to Section 13 or 15(d) of the  Securities
       Exchange Act of 1934

For the quarterly period ended    March 31, 2000
                                  --------------

(   ) Transition  Report under Section 13 or 15(d) of the  Securities  Exchange
      Act of 1934

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

Commission File Number            1-11048
                       -------------------------------------------

                      Dallas Gold and Silver Exchange, Inc.
                      -------------------------------------
                         (Name of small business issuer)


        Nevada                                          88-0097334
----------------------------                    -------------------------------
(State or other jurisdiction                    (I.R.S. Employer Identification
 of incorporation or organization)               Number)



     2817 Forest Lane, Dallas, Texas                      75234
-----------------------------------------------         ---------
(Address of principal executive offices)                (Zip Code)

(Issuer's telephone number, including area code) (972) 484-3662
                                                 --------------


Indicate by check mark whether the registrant (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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

           Class                                 Outstanding at April 28, 2000
----------------------------                    -------------------------------
Common Stock, $.01 per value                        4,509,157



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<TABLE>

<CAPTION>

PART I.   FINANCIAL INFORMATION

Dallas Gold and Silver Exchange, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS
(Unaudited)

ASSETS
                                                                    March 31, 2000   December 31, 1999
                                                                    ----------------------------------
<S>                                                                   <C>             <C>
CURRENT ASSETS
    Cash and cash equivalents                                         $    837,588    $  1,263,716
    Marketable securities-trading                                                        3,086,728
    Trade receivables                                                      601,115         735,778
    Inventories                                                          5,274,226       5,510,097
    Prepaid expenses                                                       101,158          65,983
                                                                      ------------    ------------
                Total current assets                                     6,814,087      10,662,302

MARKETABLE SECURITIES - AVAILABLE FOR SALE                               1,334,480          15,000

PROPERTY AND EQUIPMENT - AT COST, NET                                    1,341,507       1,232,409

GOODWILL, NET OF ACCUMULATED AMORTIZATION                                1,467,122         498,431

OTHER ASSETS                                                                87,005          57,213
                                                                      ------------    ------------

                                                                      $ 11,044,201    $ 12,465,355
                                                                      ============    ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES

    Notes payable                                                     $  3,290,389    $  4,507,110
    Current maturities of long-term debt                                   125,189         250,047
    Accounts payable - trade                                               812,409         943,879
    Accrued expenses                                                       128,771         401,340
    Accrued compensation                                                   116,000         370,641
    Customer deposits                                                       92,670          90,193
    Federal income taxes payable                                             5,038         116,578
    Deferred income taxes                                                  596,770         620,844
                                                                      ------------    ------------

                 Total current liabilities                               5,167,236       7,300,632

LONG-TERM DEBT, less current maturities                                  1,771,706       1,387,889

SHAREHOLDERS' EQUITY
    Common stock, $.01 par value; authorized 10,000,000
       shares; issued and outstanding 4,526,657 shares at                   45,267          43,679
          March 31, 2000 and 4,367,9125 shares at December 31, 1999
    Additional paid-in capital                                           4,335,586       3,967,931
    Accumulated other comprehensive loss                                   (53,662)         (6,930)
       Accumulated deficit                                                (113,760)       (227,846)
                                                                      ------------    ------------
                                                                         4,213,431       3,776,834
     Less common  treasury shares, 17,500 shares                          (108,172)           --
                                                                      ------------    ------------
                 Total shareholders' equity                              4,105,259       3,776,834
                                                                      ------------    ------------

                                                                      $ 11,044,201    $ 12,465,355
                                                                      ============    ============

</TABLE>


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<TABLE>

<CAPTION>


Dallas Gold and Silver Exchange, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

                                                                March 31, 2000    March 31, 1999
                                                                --------------    --------------
<S>                                                             <C>                 <C>

Revenue

    Sales                                                       $ 5,575,601          $ 4,629,461
    Pawn services charges                                            19,760               13,475
    Gain (loss) on marketable securities - trading                  269,363             (596,257)
    Other Income                                                      2,400                  355
                                                                -----------          -----------
                                                                  5,867,124            4,047,034

Costs and expenses
    Cost of goods sold                                            4,274,587            3,981,379
    Consulting service costs                                         28,463               52,455
    Selling, general and administrative expenses                  1,216,595              518,585
    Depreciation and amortization                                    65,021               29,572
    Interest expense                                                108,372               54,720
                                                                -----------          -----------
                                                                  5,693,038            4,636,711
                                                                -----------          -----------

                      Income before income taxes                    174,086             (589,677)

Income tax expense (benefit)                                         60,000             (200,490)
                                                                -----------          -----------

                      Net income (loss)                         $   114,086          $  (389,187)
                                                                ===========          ===========

Earnings per common share
     Basic                                                             $.03                $(.09)
     Diluted                                                           $.02                $(.09)

Weighted average number of common shares
     Basic                                                        4,405,614            4,178,912
     Diluted                                                      4,768,446            4,178,912


</TABLE>



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<PAGE>

<TABLE>

<CAPTION>

Dallas Gold and Silver Exchange, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

                                                                            Three Months Ended
                                                                                 March 31,
                                                                              2000          1999
                                                                         -----------    -----------
<S>                                                                      <C>            <C>

Reconciliation of net income to net cash provided by
   (used in) operating activities
        Net income (loss)                                                $   114,086    $  (389,187)
        Common stock issued for services                                      10,250         25,000
        Depreciation and amortization                                         65,021         29,572
        Deferred taxes                                                       (24,074)      (215,130)
            (Increase) decrease in operating assets and liabilities
              Net change in marketable securities                          1,767,248        648,058
              Trade receivables                                              134,663         70,711
              Inventories                                                    235,871       (261,099)
              Prepaid expenses and other current assets                      (35,175)       (22,622)
              Accounts payable and accrued expenses                         (658,680)      (680,498)
              Customer deposits                                                2,477         14,772
              Federal income taxes payable                                  (111,540)        14,640
                                                                         -----------    -----------
                Total net cash provided (used in) operating activities     1,500,147       (765,783)

Cash flows from investing activities

              Decrease in notes receivable officers                             --              801
              Purchase of Fairchild International, Inc.                     (230,000)
              Purchase of property and equipment                            (150,690)       (70,078)
                                                                         -----------    -----------
                 Net cash used in investing activities                      (380,690)       (69,277)

Cash flows from financing activities

             Repayment of indebtness                                      (1,357,474)       (41,005)
             Purchase  and retirement of common stock                        (79,934)       (35,958)
                Purchase of common treasury stock                           (108,172)
                                                                         -----------    -----------
                Net cash used in financing activities                     (1,545,585)       (76,963)
                                                                         -----------    -----------

Net decrease in cash and cash equivalents                                   (426,128)      (912,023)

Cash and cash equivalents at beginning of year                             1,263,716      1,004,836
                                                                         -----------    -----------

Cash and cash equivalents at end of period                               $   837,588    $    92,813
                                                                         ===========    ===========
</TABLE>


Supplemental schedule of noncash, investing and financing activities:

During 2000, debt amounting to $ 75,000 was converted to common stock.

In connection with the Company's acquisition of Fairchild  International,  Inc.,
62,745  shares of common  stock were issued with a value of $320,000  and a note
payable was issued for $450,000.


                                        4

<PAGE>

<TABLE>

<CAPTION>

(1)  Basis of Presentation:


     The accompanying  unaudited condensed  consolidated financial statements of
     Dallas  Gold  and  Silver  Exchange,  Inc.  and  Subsidiaries  include  the
     financial  statements  of Dallas  Gold and Silver  Exchange,  Inc.  and its
     wholly-owned subsidiaries,  DGSE Corporation, DLS Financial Services, Inc.,
     National Jewelry Exchange, Inc., Silverman Consultants, Inc. and eye media,
     inc. In the opinion of management,  all  adjustments  (consisting of normal
     recurring accruals)  considered necessary for a fair presentation have been
     included.

     The Company's  operating results for the three month period ended March 31,
     2000,  are not  necessarily  indicative of the results that may be expected
     for the year ended December 31, 2000. For further information, refer to the
     consolidated  financial  statements and footnotes  thereto  included in the
     Company's  annual  report on Form  10-KSB for the year ended  December  31,
     1999.

     On  March 2,  2000,  the  Company  acquired  certain  assets  of  Fairchild
     International,  Inc.  The purchase  price  consisted of $350,000 in cash, a
     promissory  note for $450,000  and 62,745  shares of the  Company's  common
     stock. The acquisition has been accounted for as a purchase. Accordingly, a
     portion  of the  purchase  price has been  allocated  to net  tangible  and
     intangible assets acquired based on their estimated fair values.

(2)  - Earnings per share

     A reconciliation  of the income and shares of the basic earnings per common
     share and diluted  earnings per common share for the period ended March 31.
     2000 is as follows:

                                                                                           2000
                                                                        -------------------------------------------
                                                                                                          Per-share
                                                                           Income           Shares          amount
                                                                        ------------     ----------        --------
<S>                                                                     <C>              <C>              <C>

        Basic earnings per common share
           Income from operations allocable to
              common stockholders                                        $114,086        4,405,614          $.03
                                                                                                             ===

        Effect of dilutive securities
           Stock options and warrants                                        --            154,499
           Convertible debt                                                 3,877          208,333
                                                                         --------        ---------

        Diluted earnings per common share
           Income from operations available to common
              stockholders plus assumed conversions                      $117,963        4,768,446          $.02
                                                                         ========        =========           ===

   No reconciliation for 1999 is provided because the effect is not dilutive.

(3)  - Business segment information

   The Company's operations by business segment were as follows:

                                                                           Consulting     Corporate
                                  Software    Liquidations      Jewelry      Services      & other      Consolidated
                                  --------    ------------      -------    ----------     ---------     ------------
      Revenues
         2000                     $ 46,595      $1,296,330   $ 4,252,470    $ 271,729     $     -       $ 5,867,124
         1999                           -               -      4,642,953     (595,919)          -         4,047,034

      Operating income (loss)
         2000                     $ 16,063      $ (148,849)  $   104,379    $ 236,256     $( 33,763)    $   174,086
         1999                           -               -         70,522     (635,199)      (25,000)       (589,677)

      Identifiable assets
         2000                     $ 90,319      $3,865,731   $ 5,058,470    $2,029,681    $     -       $11,044,201
         1999                           -               -      2,457,277     2,990,466          -         5,447,743



                                        5


<PAGE>


   (3)  - Business segment information, continued

      Capital expenditures
         2000                     $  6,000      $       -    $   144,690    $       -     $     -       $   150,690
         1999                                                     70,078                                     70,078

      Depreciation and
        amortization
         2000                     $    969      $   36,012   $ 23,633       $   4,407     $     -       $    65,201
         1999-                                                 25,372           4,200                        29,572

   (4)  - Other comprehensive income

        Other comprehensive income at December 31, 1999 and March 31, 2000 is as follows

                                                                              Tax
                                                              Before-Tax    (Expense)        Net-of-Tax
                                                                Amount      or Benefit        Amount
                                                             ------------   ----------       ----------
    Other comprehensive income (loss) at                    $  (10,500)     $   3,570        $  (6,930)
       December 31, 1999

    Unrealized holding losses arising during 2000              (70,806)        24,074          (46,732)
                                                            ------------    ---------        ----------

    Other comprehensive income (loss) at
          March 31, 2000                                    $  (81,306)     $  27,644        $ (53,662)
                                                            ===========     =========        ==========

</TABLE>




MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations
---------------------
Quarter ended March 31, 2000 vs 1999:

Sales for the first quarter of 2000 increased $946,140 or 20.4% when compared to
the corresponding quarter of 1999. The increase was the result of software sales
in the amount of $46,595, sales in the amount of $1,296,330 from the liquidation
business  which the  Company  acquired in August 1999 and a decrease in sales in
the amount of $390,483 from the jewelry segment.  The decrease in sales from the
jewelry segment was due to a $1,355,179  decline in precious metals sales.  Pawn
service  fees  increased  by 46.6% due to the  acquisition  of National  Jewelry
Exchange,  Inc.  (formerly  Beltline  Pawn) in  December  1998.  Gain  (loss) on
marketable  securities - trading are the result of realized and unrealized gains
and losses on trading securities.  Cost of sales increased by $293,208 primarily
due to the increase in sales volume.

General and  administration  expenses increased by $698,010 primarily due to the
acquisition of Silverman  Consultants,  Inc. in August 1999, payroll and related
cost and higher  advertising cost.  Interest expense increased by $53,652 due to
the debt assumed in the Silverman  acquisition.  Depreciation  and  amortization
expense  increased  by $35,449  due to  depreciation  on assets  acquired in the
Silverman acquisition and amortization of goodwill.

Income tax expense and benefit  are  provided at the  corporate  rate of 34% for
both 2000 and 1999.

                                        6


<PAGE>


Liquidity and Capital Resources
-------------------------------

During the first quarter of 2000,  the Company's  sold $ 1,965,802 of marketable
securities. A portion of these funds were used to retire debt in the amount of $
1,357,474,  the purchase and retirement of common stock in the amount of $79,934
and the  purchase  of common  treasury  stock in the amount of $ 108,172.  Also,
during   March  2000  the  Company   acquired   certain   assets  of   Fairchild
International,  Inc. A cash  payment in the amount of $ 350,000 was  required as
part of the purchase price.  In addition,  during the first quarter of 2000, the
Company  reduced  accounts  payable and  accrued  expenses by $ 658,680 and paid
federal income taxes in the amount of $ 115,000.

Management of the Company  expects capital  expenditures to total  approximately
$100,000 during the balance of 2000. It is anticipated  that these  expenditures
will be funded from the Company's current working capital position.

From time to time,  management  has adjusted the Company's  inventory  levels to
meet  seasonal  demand  or  in  order  to  meet  working  capital  requirements.
Management is of the opinion that if additional  working  capital is required by
the  Company,  additional  loans  can  be  obtained  from  individuals  or  from
commercial banks. If necessary, inventory levels may be adjusted or a portion of
the Company's investments in marketable securities may be liquidated in order to
meet unforseen working capital requirement.

PART II.   OTHER INFORMATION
----------------------------

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits - 10.1 Bill of Sale and Asset Purchase Agreement

                    27    Financial Data Schedule


         Reports on Form 8-K - None
















                                        7


<PAGE>


                                   SIGNATURES

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


Dallas Gold and Silver Exchange, Inc.




By:      /s/ L. S. Smith                    Dated: May 12, 2000
         -------------------------
         L. S. Smith
         Chairman of the Board,
         Chief Executive Officer and
         Secretary

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

By:      /s/ L. S. Smith                    Dated: May 12, 2000
         -------------------------
         L. S. Smith
         Chairman of the Board,
         Chief Executive Officer and
         Secretary

By:      /s/ W. H. Oyster                   Dated: May 12, 2000
         -------------------------
         W. H. Oyster
         Director, President and
         Chief Operating Officer


By:      /s/ John Benson                    Dated: May 12, 2000
         -------------------------
         John Benson
         Chief Financial Officer
         (Principal Accounting Officer)














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