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       September 30, 2001
                               ------------------------

 (   )   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
                       --------------------------------

                              DGSE Companies, Inc.
                 (formerly Dallas Gold & 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 November 2, 2001
----------------------------                 -----------------------------------
Common Stock, $.01 per value                               4,927,990



<PAGE>
<TABLE>
<CAPTION>

PART I.   FINANCIAL INFORMATION

DGSE Companies, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS
(Unaudited)



ASSETS
                                                                      September 30, 2001    December 31, 2000
                                                                      ------------------    -----------------
<S>                                                                   <C>                   <C>
CURRENT ASSETS
    Cash and cash equivalents                                            $     20,275          $  1,362,219
    Trade receivables                                                         617,835               935,002
    Inventories                                                             6,405,593             7,087,265
    Prepaid expenses                                                          169,914               142,291
                                                                         ------------          ------------


                 Total current assets                                       7,213,617             9,526,777

MARKETABLE SECURITIES - AVAILABLE FOR SALE                                    579,715               856,081

PROPERTY AND EQUIPMENT - AT COST, NET                                       1,380,388             1,391,618

DEFERRED TAX ASSET                                                            286,806               171,432

GOODWILL, NET OF ACCUMULATED AMORTIZATION                                   1,199,465             1,343,804

OTHER ASSETS                                                                  162,260               123,531
                                                                         ------------          ------------
                                                                         $ 10,822,251          $ 13,413,243
                                                                         ============          ============


LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Notes payable                                                        $  2,835,391          $  2,899,918
    Current maturities of long-term debt                                      800,227               830,561
    Accounts payable - trade                                                  922,157             2,176,834
    Accrued expenses                                                          270,979               780,730
    Customer deposits                                                         254,953               127,144
    Federal income taxes payable                                              439,109               656,604
                                                                         ------------          ------------
                 Total current liabilities                                  5,522,816             7,471,791

LONG-TERM DEBT, less current maturities                                       910,662               949,838
SHAREHOLDERS' EQUITY
    Common stock, $.01 par value; authorized 10,000,000
       shares; issued and outstanding 4,927,990 shares at                      49,280                49,080
       September 30, 2001 and 4,907,990 shares at December 31, 2000
    Additional paid-in capital                                              5,739,244             5,609,445
    Accumulated other comprehensive loss                                     (887,430)             (690,749)
       Retained earnings (deficit)                                           (512,321)               23,838
                                                                         ------------          ------------
                 Total shareholders' equity                                 4,388,773             4,991,614

                                                                         $ 10,822,251          $ 13,413,243
                                                                         ============          ============

</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>

DGSE Companies, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended September 30,
(Unaudited)



                                                              2001           2000
                                                              ----           ----
<S>                                                       <C>            <C>
Revenue
    Sales                                                 $ 4,388,708    $ 5,773,779
    Pawn services charges                                      27,925         27,630
    Consulting services                                          --           38,000
    Other Income                                                 --             --
                                                          -----------    -----------
                                                            4,416,633      5,839,409

Costs and expenses
    Cost of goods sold                                      3,264,174      4,248,277
    Consulting service costs                                   15,050         23,086
    Selling, general and administrative expenses            1,068,883      1,289,410
    Depreciation and amortization                             102,155        105,144
    Interest expense                                          106,547        108,395
                                                          -----------    -----------
                                                            4,556,809      5,774,312
                                                          -----------    -----------

                      Income (loss) before income taxes      (140,176)        65,097

Income tax expense (benefit)                                  (43,000)        23,770
                                                          -----------    -----------

                      Net income (loss)                   $   (97,176)   $    41,327
                                                          ===========    ===========

Earnings per common share
     Basic                                                ($      .02)   $       .01
     Diluted                                              ($      .02)   $       .01

Weighted average number of common shares
     Basic                                                  4,927,990      4,725,888
     Diluted                                                5,060,310      4,932,076


</TABLE>




                                        3
<PAGE>
<TABLE>
<CAPTION>

DGSE Companies, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
For the nine months ended September 30,
(Unaudited)



                                                               2001            2000
                                                               ----            ----
<S>                                                       <C>             <C>
Revenue
    Sales                                                 $ 13,892,521    $ 16,878,680
    Pawn services charges                                       82,879          69,630
    Consulting services                                           --           456,000
    Gain (loss) on marketable securities - trading                --           269,363
    Other Income                                                 2,740           5,875
                                                          ------------    ------------
                                                            13,978,140      17,679,548

Costs and expenses
    Cost of goods sold                                      10,479,596      12,743,930
    Consulting service costs                                    37,897          67,687
    Selling, general and administrative expenses             3,616,388       3,618,070
    Depreciation and amortization                              309,622         276,014
    Interest expense                                           308,037         313,459
                                                          ------------    ------------
                                                            14,751,540      17,019,160
                                                          ------------    ------------
                      Income (loss) before income taxes       (773,400)        660,388

Income tax expense (benefit)                                  (237,241)        223,770
                                                          ------------    ------------

                      Net income (loss)                   $   (536,159)   $    436,618
                                                          ============    ============

Earnings per common share
     Basic                                                ($       .11)   $        .10
     Diluted                                              ($       .11)   $        .09

Weighted average number of common shares
     Basic                                                   4,925,206       4,548,318
     Diluted                                                 5,098,638       4,932,076

</TABLE>




                                        4
<PAGE>
<TABLE>
<CAPTION>

DGSE COMPANIES, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30,
(Unaudited)



                                                                           2001           2000
                                                                           ----           ----
<S>                                                                    <C>            <C>
Reconciliation of net income to net cash provided by
   (used in) operating activities
        Net income (loss)                                              $  (536,159)   $   436,618
        Common stock issued for services                                      --           14,208
        Depreciation and amortization                                      309,662        276,014
        Deferred income taxes                                             (237,241)      (148,217)
            Change in operating assets and liabilities
             Net change in marketable securities                              --        1,819,385
             Trade receivables                                             317,167        (57,326)
             Inventories                                                   681,672     (1,690,143)
             Prepaid expenses and other  assets                            (67,395)       (95,847)
            Accounts payable and accrued expenses                       (1,764,428)       642,682
            Customer deposits                                              127,809         14,290
            Federal income taxes payable                                      --           83,422
                                                                       -----------    -----------
              Total net cash provided (used in) operating activities    (1,168,913)     1,319,002

Cash flows from investing activities
            Purchase of marketable securities                              (14,901)          --
            Purchase of Fairchild International, Inc.                         --         (350,000)
            Purchase of property and equipment                            (154,093)      (112,822)
                                                                       -----------    -----------
              Net cash (used) in investing activities                     (168,994)      (462,822)

Cash flows from financing activities
            Change in indebtness - net                                      (4,037)    (1,771,659)
            Purchase  and retirement of common stock                          --         (192,547)
                                                                       -----------    -----------
              Net cash used in financing activities                         (4,037)    (1,964,206)
                                                                       -----------    -----------

Net decrease in cash and cash equivalents                               (1,341,944)    (1,108,026)

Cash and cash equivalents at beginning of year                           1,362,219      1,263,716
                                                                       -----------    -----------

Cash and cash equivalents at end of period                             $    20,275    $   155,690
                                                                       ===========    ===========

</TABLE>

Supplemental schedule of non-cash, investing and financing activities:

During  the  quarter  ended  March 31,  2001  debt  amounting  to $ 130,000  was
converted into common stock.




                                        5
<PAGE>
<TABLE>
<CAPTION>

(1)  Basis of Presentation:

     The accompanying  unaudited condensed  consolidated financial statements of
     DGSE Companies,  Inc. and Subsidiaries  include the financial statements of
     DGSE Companies, Inc. and its wholly-owned  subsidiaries,  DGSE Corporation,
     DLS Financial Services,  Inc., National Jewelry Exchange,  Inc.,  Silverman
     Consultants,  Inc.,  Charleston  Gold And Diamond  Exchange,  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 periods ended September 30, 2001,
     are not necessarily  indicative of the results that may be expected for the
     year  ended  December  31,  2001.  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,
     2000.

(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 periods ended September
     30, 2000 is as follows

                                                                     Nine Months                      Three Months
                                                                     -----------                      ------------
                                                                                 Per-share                          Per-share
                                                            Income      Shares    amount      Income      Shares     amount
                                                           --------   ---------   ------     --------   ---------    ------
<S>                                                        <C>        <C>         <C>        <C>        <C>          <C>
        Basic earnings per common share
           Income from operations allocable to
              common stockholders                          $436,618   4,548,318    $.10      $ 41,327   4,725,880     $.01
        Effect of dilutive securities
          Stock options and warrants                              -     206,196                     -     206,196
          Convertible debt                                    3,795     177,562                     -           -
                                                           --------   ---------              --------   ---------
        Diluted earnings per common share:
        Income from operations available to common
               stockholders plus assumed conversions       $440,413   4,932,076    $.09      $ 41,327   4,932,076     $.01
                                                           ========   =========    ====      ========   =========     ====

</TABLE>

No  reconciliation  is provided for the periods ended September 30, 2001 because
the effect is not dilutive.  The  difference  between basic and diluted  average
shares outstanding for the periods ended September 30, 2001 is due to the effect
of common stock options and warrants outstanding.

(3)  - Business segment information

     The  Company's  operations  by business  segment for the nine months  ended
     September 30 were as follows:
<TABLE>
<CAPTION>

                                                                          Consulting   Corporate
                                  Software   Liquidations     Jewelry      Services     & other    Consolidated
                                  --------   ------------   -----------   ----------   ---------   ------------
<S>                               <C>        <C>                          <C>          <C>         <C>
      Revenues
         2001                     $  3,577    $1,225,883    $12,748,299   $      381          -    $13,978,140
         2000                     $157,035    $3,114,031    $13,685,798   $  722,684          -    $17,679,548

      Income (loss) before income taxes
         2001                     $(43,947)   $ (568,114)   $   (97,226)  $  (49,816)  $(14,297)   $  (773,400)
         2000                     $ 69,900    $ (351,351)   $   326,259   $  659,010   $(43,430)   $   660,388

      Identifiable assets
         2001                     $ 78,502    $4,076,078    $ 5,766,530   $  901,141   $      -    $10,822,251
         2000                     $116,889    $4,640,526    $ 6,291,829   $1,397,341   $      -    $12,446,585

      Capital expenditures
         2001                     $      -    $        -    $   154,093   $        -   $      -    $   154,093
         2000                     $ 44,946    $        -    $    67,876   $        -   $      -    $   112,822

      Depreciation and
         amortization
         2001                     $ 15,817    $  117,127    $   164,418   $   12,300   $      -    $   309,662
         2000                     $  7,144    $  106,969    $   149,185   $   12,716   $      -    $   276,014



                                        6
<PAGE>

     The  Company's  operations  by business  segment for the three months ended
     September 30 were as follows:

                                                                          Consulting   Corporate
                                  Software   Liquidations     Jewelry      Services     & other    Consolidated
                                  --------   ------------   -----------   ----------   ---------   ------------
      Revenues
         2001                     $      -    $  446,973    $ 3,969,660   $        -          -    $ 4,416,633
         2000                     $ 89,440    $  971,724    $ 4,740,246   $   37,999          -    $ 5,839,409

      Income (loss) before income taxes
         2001                     $ (5,442)   $  (91,425)   $   (18,223)  $  (19,156)  $ (5,930)   $  (140,176)
         2000                     $ 52,459    $  (69,200)   $    91,432   $    9,123   $(18,717)   $    65,097

      Identifiable assets
         2001                     $ 78,502    $4,076,078    $ 5,766,530   $  901,141   $      -    $10,822,251
         2000                     $116,889    $4,640,526    $ 6,291,829   $1,397,341   $      -    $12,446,585

      Capital expenditures
         2001                     $      -    $        -    $    12,811   $        -   $      -    $    12,811
         2000                     $ 21,694    $        -    $    59,056   $        -   $      -    $    80,750
      Depreciation and
         amortization
         2001                     $  5,269    $   38,653    $    54,133   $    4,100   $      -    $   102,155
         2000                     $  4,144    $   35,247    $    61,420   $    4,333   $      -    $   105,144

</TABLE>

<TABLE>
<CAPTION>

(4) Other Comprehensive income:
Other comprehensive income is as follows:
                                                                                                                              Tax
                                                  Before Tax     (Expense)      Net-of-Tax
                                                    Amount        Benefit         Amount
                                                 -----------    -----------    -----------
<S>                                              <C>            <C>            <C>
Other comprehensive income (loss) at
   December 31, 2000                             $(1,052,207)   $   361,458    $  (690,749)
Unrealized holding  gains arising
   During the six months ended  June  30, 2001       261,613        (88,948)       172,665
                                                 -----------    -----------    -----------
Other comprehensive income (loss) at
   June  30, 2001                                $  (790,594)   $   272,510    $  (518,084)
Unrealized holding (losses) arising during the
   Three months ended September 30, 2001            (559,615)       190,269       (369,346)
                                                 -----------    -----------    -----------
Other comprehensive income (loss) at
   September 30, 2001                            $(1,350,209)   $   462,779    $  (887,430)
                                                 ===========    ===========    ===========

</TABLE>

(5) Recent Accounting Pronouncements

In June 2001,  the Financial  Accounting  Standards  Board approved for issuance
Statement of Financial Standards No. 141 (SFAS 141), Business Combinations.  The
standard  eliminates the pooling method of accounting for business  combinations
initiated  after June 30, 2001. In addition,  SFAS 141 addresses the  accounting
for  intangible  assets and  goodwill  acquired in business  combinations.  This
portion of SFAS 141 is effective for business combinations  completed after June
30, 2001. The Company does not expect SFAS 141 to have a material  effect on the
Company's financial position or results of operations.

In June 2001,  the Financial  Accounting  Standards  Board approved for issuance
Statement of Financial  Accounting  Standards  No. 142 (SFAS 142),  Goodwill and
Intangible  Assets,  which revises the  accounting  for  purchased  goodwill and
intangible  assets.   Under  SFAS  142,  goodwill  and  intangible  assets  with
indefinite lives will no longer be amortized,  but will be tested for impairment
annually,  and  also  in the  event  of an  impairment  indicator.  SFAS  142 is
effective for fiscal years beginning after March 15, 2001 if their first quarter
financial  statements have not previously been issued.  The Company expects that
the adoption of SFAS 142 will increase annual  operating income by approximately
$ 308,000.



                                        7
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations
---------------------
Quarter ended September 30, 2001 vs 2000:

Sales for the third quarter of 2001 decreased  $1,385,071 or 24.0% when compared
to the  corresponding  quarter of 2000.  This was the  primarily the result of a
decrease  in sales in the  jewelry  segment  in the  amount  of  $770,586  and a
decrease  in sales  from the  liquidation  segment  in the  amount of  $524,751.
Jewelry sales were lower due a nation wide  softness in the retail  environment.
Liquidation sales were lower due new engagements being later in the quarter than
planned.  Consulting  service  revenues in the amount of $37,999 during 2000 was
the result of fees earned on the  completion  of a major  consulting  contract .
Software  sales declined due to continued  softness in the web site  development
market.  Cost of sales  decreased by $984,103  primarily  due to the decrease in
sales.  Selling,  general and  administration  expenses  declined by $220,527 or
17.1% due a reduction in payroll related cost.

Income tax  (benefit)  and expense are  provided  at the  corporate  rate of 34%
adjusted for non-deductible goodwill amortization expense.




Nine  months ended September 30, 2001 vs 2000:
----------------------------------------------

Sales for the first  nine  months of 2001  decreased  $2,986,159  or 17.7%  when
compared to the corresponding period of 2000. This was primarily the result of a
decrease  in sales in the  jewelry  segment  in the  amount  of  $937,499  and a
decrease  in sales from the  liquidation  segment  in the amount of  $1,888,148.
Jewelry segment revenues were lower due a softness in the precious metals market
with precious metal sales decreasing by $1,085,988. Liquidation sales were lower
due to no significant  new  liquidation  sales being booked during the first two
months of the year. Consulting service revenues in the amount of $456,000 during
2000 was the  result of fees  earned  on the  completion  of a major  consulting
contract . Gain on  marketable  securities  - trading in the amount of  $269,363
during  2000  was the  result  of  realized  and  unrealized  gains  on  trading
securities.  Cost of sales decreased by $2,264,334 primarily due to the decrease
in sales.

Depreciation and amortization  expense  increased by $33,608 due to depreciation
and amortization on assets and goodwill acquired in the Fairchild acquisition.

Income tax  (benefit)  and expense are  provided  at the  corporate  rate of 34%
adjusted for non-deductible goodwill amortization expense.

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

Management of the Company  expects capital  expenditures to total  approximately
$20,000  during the balance of 2001. 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.


                                        8
<PAGE>

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


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Reports on Form 8-K - None





                                   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: November 9, 2001
     -------------------------
     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: November 9, 2001
     -------------------------
     L. S. Smith
     Chairman of the Board,
     Chief Executive Officer and
     Secretary


By:  /s/ W. H. Oyster                        Dated: November 9, 2001
     -------------------------
     W. H. Oyster
     Director, President and
     Chief Operating Officer


By:  /s/ John Benson                         Dated: November 9, 2001
     -------------------------
     John Benson
     Chief Financial Officer
     (Principal Accounting Officer)





                                        9