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, 2002
                               ------------------------------

( )  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.
                              --------------------
                         (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 May 11, 2001
----------------------------             ---------------------------
Common Stock, $.01 per value                      4,913,790

<PAGE>
<TABLE>
<CAPTION>

PART I.   FINANCIAL INFORMATION

DGSE Companies, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS



ASSETS                                                                   (Unaudited)
                                                                       March 31, 2002     December 31, 2001
                                                                     -----------------    -----------------
<S>                                                                  <C>                  <C>
CURRENT ASSETS
    Cash and cash equivalents                                        $         104,254    $       1,063,060
    Trade receivables                                                          576,984              646,583
    Inventories                                                              6,297,202            6,297,320
    Prepaid expenses                                                           132,349              128,213
                                                                     -----------------    -----------------
                 Total current assets                                        7,110,789            8,135,176

MARKETABLE SECURITIES - AVAILABLE FOR SALE                                     237,338              426,414

PROPERTY AND EQUIPMENT - AT COST, NET                                        1,277,751            1,327,822

DEFERRED TAX ASSET                                                             270,427              206,141

GOODWILL                                                                     1,151,120            1,151,120

OTHER ASSETS                                                                   153,099              153,688
                                                                     -----------------    -----------------
                                                                     $      10,200,524    $      11,400,361



LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Notes payable                                                    $       2,886,444    $       3,161,487
    Current maturities of long-term debt                                       483,173              865,685
    Accounts payable - trade                                                   701,994            1,007,311
    Accrued expenses                                                           255,572              634,874
    Customer deposits                                                          111,058               90,696
    Federal income taxes payable                                               283,557              320,681
    Deferred income taxes                                                       86,093               86,093
                                                                     -----------------    -----------------
                Total current liabilities                                    4,807,891            6,166,827

LONG-TERM DEBT, less current maturities                                      1,118,981              764,102
SHAREHOLDERS' EQUITY
    Common stock, $.01 par value; authorized 10,000,000
       shares; issued and outstanding 4,913,790 shares at
          March 31, 2002 and 4,913,290 shares at December 31, 2001              49,138               49,133
    Additional paid-in capital                                               5,709,370            5,708,301
    Accumulated other comprehensive loss                                    (1,112,067)            (987,277)
    Accumulated deficit                                                       (372,789)            (300,725)
                                                                     -----------------    -----------------
                Total shareholders' equity                                   4,273,652            4,469,432

                                                                     $      10,200,524    $      11,400,361
                                                                     =================    =================
</TABLE>

                                        2

<PAGE>
<TABLE>
<CAPTION>

DGSE Companies, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended
(Unaudited)

                                                   March 31, 2002    March 31, 2001
                                                   --------------    --------------
<S>                                                <C>               <C>
 Revenue
    Sales                                          $    4,502,108    $    4,343,831
    Pawn services charges                                  33,748            27,015
                                                   --------------    --------------
                                                        4,535,856         4,370,846

Costs and expenses
    Cost of goods sold                                  3,436,074         3,279,246
    Consulting service costs                               16,073            12,862
    Selling, general and administrative expenses        1,044,573         1,367,970
    Depreciation and amortization                          52,628           100,155
                                                   --------------    --------------
                                                        4,549,348         4,760,233
Other income (expense)
   Interest expense                                       (95,696)         (107,421)
   Other Income                                              --               2,517
                                                   --------------    --------------
             Total other income (expense)                 (95,696)         (104,904)

             Loss before income taxes                    (109,188)         (494,291)

Income tax benefit                                        (37,124)         (151,622)
                                                   --------------    --------------

             Net loss                              $      (72,064)   $     (342,669)
                                                   ==============    ==============



Earnings per common share
     Basic and diluted                             ($         .01)   ($         .07)

     Weighted average number of common shares
     Basic and diluted                                  4,913,790         4,919,546
</TABLE>



                                        3

<PAGE>
<TABLE>
<CAPTION>

DGSE COMPANIES, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


                                                                       Three Months Ended
                                                                            March 31,
                                                                       2002           2001
                                                                   -----------    -----------
<S>                                                                <C>            <C>
Reconciliation of net loss to net cash
 used in  operating activities
     Net loss                                                      $   (72,064)   $  (342,669)
     Common stock issued for services                                    1,074           --
     Depreciation and amortization                                      52,628        100,155
     Deferred taxes                                                                  (151,622)
       (Increase) decrease in operating assets and liabilities
          Trade receivables                                             69,599        303,215
          Inventories                                                      118        272,925
          Prepaid expenses and other current assets                     (4,136)         2,980
          Accounts payable and accrued expenses                       (684,619)    (1,483,149)
          Customer deposits                                             20,362         63,273
          Federal income taxes payable                                 (37,124)          --
          Other                                                            589           --
                                                                   -----------    -----------
             Total net cash used in operating activities              (653,573)    (1,234,892)

Cash flows from investing activities
          Purchase of marketable securities                               --          (14,901)
          Purchase of property and equipment                            (2,557)       (63,972)
                                                                   -----------    -----------
             Net cash used in investing activities                      (2,557)       (78,873)

Cash flows from financing activities
          Proceeds from notes issued                                   310,555        279,135
          Payments on notes payable                                   (613,231)       (52,923)
                                                                   -----------    -----------
             Net cash (used in) provided by financing activities      (302,676)       226,212
                                                                   -----------    -----------

Net decrease in cash and cash equivalents                             (958,806)    (1,087,553)

Cash and cash equivalents at beginning of year                       1,063,060      1,362,219
                                                                   -----------    -----------

Cash and cash equivalents at end of period                         $   104,254    $   274,666
                                                                   ===========    ===========
</TABLE>

Supplemental schedule of noncash, investing and financing activities:

Interest  paid for the three  months ended March 31, 2002 and 2001 was $ 106,633
and $ 98,385, respectively.

No income taxes were paid during the three months ended March 31, 2002 or 2001.

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


                                        4
<PAGE>

(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 three month period ended March 31, 2002,
are not necessarily  indicative of the results that may be expected for the year
ended  December 31, 2002.  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, 2001.

(2)  New Accounting Pronouncements:

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards  (SFAS) No. 141,  Business  Combinations,  SFAS No. 142,  Goodwill and
Intangible  Assets,  and SFAS No. 144,  Accounting for Impairment or Disposal of
Long-Lived Assets.

SFAS No. 141 and SFAS No. 142

Major provisions of these statements and their effective dates are as follows:
o    intangible  assets  acquired  in a business  combination  must be  recorded
     separately  from  goodwill  if they arise from  contractual  or other legal
     rights  and are  separable  from  the  acquired  entity  and  can be  sold,
     transferred,  licensed, rented or exchanged, either individually or as part
     of a related contract, asset or liability;

o    effective  January  1,  2002,  all  previously   recognized   goodwill  and
     intangible  assets  with  indefinite  lives  will no longer be  subject  to
     amortization;

o    effective  January 1, 2002,  goodwill and intangible assets with indefinite
     lives  will be tested  for  impairment  annually  or  whenever  there is an
     impairment indicator; and

o    all acquired  goodwill must be assigned to reporting  units for purposes of
     impairment testing and segment reporting

The Company  amortized  goodwill and intangible assets acquired prior to July 1,
2001 until December 31, 2001.  Beginning  January 1, 2002,  quarterly and annual
goodwill  amortization  is no longer  recognized.  The Company  will  complete a
transitional  fair value based impairment test of goodwill as of January 1, 2002
by June 30, 2002.  Impairment  losses,  if any,  resulting from the transitional
testing  will be  recognized  as a cumulative  effect of a change in  accounting
principle.


                                       5
<PAGE>
<TABLE>
<CAPTION>

Goodwill consists of the following:


                        Jewelry    Liquidation
                        Segment      Segment        Total
                     -----------   -----------   -----------

     Goodwill        $   837,117   $   314,003   $ 1,151,120
                     ===========   ===========   ===========

Net loss and loss per share for the three  months ended March 31, 2002 and 2001,
adjusted to exclude amortization expense, is as follows:



                                                  Three months ended March 31,
                                                     2002            2001
                                                  -----------     ------------
Net loss

      Reported net loss                           $   (72,064)    $   (342,669)
      Goodwill amortization                              --             48,170
                                                  -----------     ------------

      Adjusted net loss                           $   (72,064)    $   (294,499)
                                                  ===========     ============

Basic and diluted loss per share

      Reported basic and diluted loss per share   $     (0.01)    $      (0.07)
      Goodwill amortization                              --               0.01
                                                  -----------     ------------

      Adjusted basic loss per share               $     (0.01)    $      (0.06)
                                                  ===========     ============


SFAS No. 144

SFAS No. 144 addresses financial  accounting and reporting for the impairment or
disposal of long-lived  assets. The implementation of this standard did not have
an effect on the Company's  financial position,  results of operations,  or cash
flows.


(3)  - Earnings per share

No  reconciliation  is provided  for the  periods  ended March 31, 2002 and 2001
because the effect is not dilutive.

(4)  - Business segment information

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

                                                                            Consulting      Corporate
                             Software      Liquidations      Jewelry         Services        & other       Consolidated
                           ------------    ------------    ------------    ------------    ------------    ------------
<S>                        <C>             <C>             <C>             <C>             <C>             <C>
Revenues
  2002                     $       --      $    111,811    $  4,424,045    $       --                      $  4,535,856
  2001                     $      3,577    $    535,072    $  3,831,816    $        381            --      $  4,370,846

Operating income (loss)
  2002                     $     (5,356)   $   (186,886)   $    105,056    $    (18,093)   $     (3,909)   $   (109,188)
  2001                     $    (30,867)   $   (406,248)   $    (35,898)   $    (16,581)   $     (4,697)   $   (494,291)


                                       6
<PAGE>

Identifiable assets
  2002                     $     65,615    $  1,810,118    $  7,785,519    $    539,272    $       --      $ 10,200,524
  2001                     $    119,582    $  3,528,747    $  7,187,051    $    930,648    $       --      $ 11,766,028

Capital expenditures
  2002                     $       --      $       --      $      2,557    $       --      $       --      $      2,557
  2001                     $       --      $       --      $     63,972    $       --      $       --      $     63,972

Depreciation and
amortization
  2002                     $      5,356    $     15,845    $     29,407    $      2,020    $       --      $     52,628
  2001                     $      5,105    $     35,711    $     55,239    $      4,100    $       --      $    100,155
</TABLE>



(5)  Other Comprehensive income:

Other comprehensive income is as follows:


                                       Before Tax      (Expense)    Net-of-Tax
                                          Amount        Benefit       Amount
                                       -----------    -----------   -----------
Other comprehensive income (loss) at
   December 31, 2001                   $(1,495,874)   $   508,597   $  (987,277)

Unrealized holding losses
   arising during 2002                    (189,076)        64,286      (124,790)
                                       -----------    -----------   -----------

Other comprehensive income (loss) at
   March 31, 2002                      $(1,684,950)   $   572,883   $(1,112,067)
                                       ===========    ===========   ===========


MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations
---------------------
Quarter ended March 31, 2002 vs 2001:

Sales for the first quarter of 2002 increased $ 158,277 or 3.6% when compared to
the  corresponding  quarter of 2001. This was primarily the result of a increase
in sales in the  jewelry  segment in the amount of  $592,229  and a decrease  in
sales from the  liquidation  segment in the amount of $423,261.  Jewelry segment
revenues  were higher due an  improvement  in the  precious  metals  market with
precious metal sales increasing by $235,934. Liquidation sales were lower due to
no significant new liquidation sales being booked during the first two months of
the quarter.  Cost of sales increased by $156,828  primarily due to the increase
in sales.  Gross margins declined from 24.5% in 2001 to 23.7% in 2002 due to the
increase in sales of precious metals which have a lower margin than jewelry.

General and  administration  expenses decreased by $323,397 due staff reductions
and salary cuts.  Depreciation and amortization expense decreased by $47,527 due
to goodwill not being amortized in 2002 with the adoption of SAFS No. 142.

Income taxes are provided at the  corporate  rate of 34% for both 2002 and 2001,
net of non-deductible goodwill amortization expense in 2001.

                                       7
<PAGE>
<TABLE>
<CAPTION>

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

The Company's  short-term debt,  including current  maturities of long-term debt
totaled $ 4,027,172 as of December 31,  2001.  During the first  quarter of 2002
the Company retired $ 613,231 of this debt and renewed or extended $1,800,000.

The Company has not paid its federal  income taxes owed for fiscal year 2000 and
negotiated  payment terms with the Internal Revenue  Service.  It is anticipated
these taxes will be paid in fiscal 2002.

Management of the Company  expects capital  expenditures to total  approximately
$100,000 during 2002. It is anticipated that these  expenditures  will be funded
from working capital.

The ability of the Company to finance its operations and working capital needs
are dependent upon management's ability to negotiate extended terms or refinance
its short-term debt. The Company has historically renewed, extended or replaced
short-term debt as it matures and management believes that it will be able to
continue to do so in the near future.

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,
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 requirements.

Contractual Cash Obligations                                        Payments due by year end
----------------------------                     --------------------------------------------------------------
                                       Total        2002         2003         2004         2005         2006      Thereafter
                                    ----------   ----------   ----------   ----------   ----------   ----------   ----------
<S>                                 <C>          <C>          <C>          <C>          <C>          <C>
Notes payable                       $2,886,444   $2,886,444         --           --           --           --           --
Long-term debt and capital leases    1,602,154      954,285   $  124,606   $   51,377   $   36,136   $   39,365   $  396,385
Federal income taxes                   320,681      320,681         --           --           --           --           --
Operating leases                       920,361      232,642      293,899      263,476      130,344         --           --
                                    ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                    $5,729,640   $4,394,052   $  418,505   $  314,853   $  166,480   $   39,365   $  396,385
                                    ==========   ==========   ==========   ==========   ==========   ==========   ==========
</TABLE>

This  report  contains  forward-looking  statements  which  reflect  the view of
Company's management with respect to future events. Although management believes
that  the  expectations   reflected  in  such  forward-looking   statements  are
reasonable,  it can give no assurance that such  expectations will prove to have
been  correct.  Important  factors  that could  cause  actual  results to differ
materially from such  expectations  are a down turn in the current strong retail
climate and the  potential  for  fluctuations  in precious  metals  prices.  The
forward-looking  statements  contained  herein  reflect the current views of the
Company's  management  and the  Company  assumes  no  obligation  to update  the
forward-looking  statements or to update the reasons actual results could differ
from those contemplated by such forward-looking statements.

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


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        Exhibits - 27 Financial Data Schedule

        Reports on Form 8-K - None


                                        8

<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 14, 2002
         -------------------------
         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 14, 2002
         -------------------------
         L. S. Smith
         Chairman of the Board,
         Chief Executive Officer and
         Secretary


By:      /s/ W. H. Oyster                   Dated: May 14, 2002
         -------------------------
         W. H. Oyster
         Director, President and
         Chief Operating Officer


By:      /s/ John Benson                    Dated: May 14, 2002
         -------------------------
         John Benson
         Chief Financial Officer
         (Principal Accounting Officer)



                                       9