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       June 30, 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 July 12, 2000
----------------------------                        ----------------------------
Common Stock, $.01 per value                                 4,728,004


<PAGE>

<TABLE>

<CAPTION>

PART I.   FINANCIAL INFORMATION

Dallas Gold and Silver Exchange, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS
(Unaudited)


ASSETS
                                                                June 30, 2000  December 31, 1999
                                                                -------------  -----------------
<S>                                                             <C>             <C>
CURRENT ASSETS
  Cash and cash equivalents                                     $    266,405    $  1,263,716
  Marketable securities - trading                                       --         3,086,728
  Trade receivables                                                  909,303         735,778
  Inventories                                                      6,434,861       5,510,097
  Prepaid expenses                                                   210,110          65,983
                                                                ------------    ------------

       Total current assets                                        7,820,679      10,662,302

MARKETABLE SECURITIES - AVAILABLE FOR SALE                         1,511,644          15,000

PROPERTY AND EQUIPMENT - AT COST, NET                              1,293,264       1,232,409

GOODWILL, NET OF ACCUMULATED AMORTIZATION                          1,438,709         498,431

OTHER ASSETS                                                          84,252          57,213
                                                                ------------    ------------

                                                                $ 12,148,548    $ 12,465,355
                                                                ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Notes payable                                                 $  3,853,211    $  4,507,110
  Current maturities of long-term debt                                40,521         250,047
  Accounts payable - trade                                           975,031         943,879
  Accrued expenses                                                   100,223         401,340
  Accrued compensation                                               102,000         370,641
  Customer deposits                                                   94,175          90,193
  Federal income taxes payable                                       200,000         116,578
  Deferred income taxes                                              498,935         620,844
                                                                ------------    ------------

       Total current liabilities                                   5,864,096       7,300,632

LONG-TERM DEBT, less current maturities                            1,690,553       1,387,889

SHAREHOLDERS' EQUITY
  Common stock, $.01 par value; authorized 10,000,000
    shares; issued and outstanding 4,728,004 shares at
    June  30, 2000 and 4,367,9125 shares at December 31, 1999         47,280          43,679
  Additional paid-in capital                                       4,591,789       3,967,931
  Accumulated other comprehensive loss                              (212,615)         (6,930)
  Retained earnings (deficit)                                        167,445        (227,846)
                                                                ------------    ------------
       Total shareholders' equity                                  4,593,899       3,776,834

                                                                $ 12,148,548    $ 12,465,355
                                                                ============    ============

</TABLE>

                                        2


<PAGE>

Dallas Gold and Silver Exchange, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

                                                      Three Months Ended
                                                 June 30, 2000   June 30, 1999
                                                 -------------   -------------
Revenue
    Sales                                          $5,529,300      $3,988,719
    Pawn services charges                              22,240          12,195
    Consulting services                               418,000            --
    Gain on marketable securities - trading              --           110,662
    Other Income                                        3,475              51
                                                   ----------      ----------
                                                    5,973,015       4,111,627

Costs and expenses
    Cost of goods sold                              4,221,066       3,183,015
    Consulting service costs                           16,138          45,725
    Selling, general and administrative expenses    1,112,065         634,820
    Depreciation and amortization                     105,849          28,434
    Interest expense                                   96,692          55,440
                                                   ----------      ----------
                                                    5,551,810       3,947,434
                                                   ----------      ----------

         Income before income taxes                   421,205         164,193

Income tax expense                                    140,000          55,825
                                                   ----------      ----------

         Net income                                $  281,205      $  108,368
                                                   ==========      ----------

Earnings per common share
     Basic                                               $.06            $.03
     Diluted                                             $.06            $.02

Weighted average number of common shares
     Basic                                          4,447,644       4,178,912
     Diluted                                        4,812,428       4,566,395





                                        3

<PAGE>

<TABLE>

<CAPTION>

Dallas Gold and Silver Exchange, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

                                                               Six Months Ended
                                                        June 30, 2000   June 30, 1999
                                                        -------------   -------------
<S>                                                     <C>             <C>
Revenue
    Sales                                                 $11,104,901     $ 8,618,180
    Pawn services charges                                      42,000          25,670
    Consulting services                                       418,000            --
    Gain (loss) on marketable securities - trading            269,363        (485,595)
    Other Income                                                5,875             406
                                                          -----------     -----------
                                                           11,840,139       8,158,661
Costs and expenses
    Cost of goods sold                                      8,495,653       7,164,394
    Consulting service costs                                   44,601          98,180
    Selling, general and administrative expenses            2,328,660       1,153,405
    Depreciation and amortization                             170,870          58,006
    Interest expense                                          205,064         110,160
                                                          -----------     -----------
                                                           11,244,848       8,584,145
                                                          -----------     -----------
          Income (loss) before income taxes                   595,291        (425,484)

Income tax expense (benefit)                                  200,000        (144,665)
                                                          -----------     -----------

          Net income (loss)                               $   395,291     $  (280,819)
                                                          ===========     ===========

Earnings per common share
     Basic                                                       $.09           ($.07)
     Diluted                                                     $.08           ($.06)

Weighted average number of common shares
     Basic                                                  4,447,644       4,178,912
     Diluted                                                4,812,428       4,566,395


</TABLE>


                                        4

<PAGE>

<TABLE>

<CAPTION>

Dallas Gold and Silver Exchange, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

                                                                                Six Months Ended
                                                                                    June 30,
                                                                               2000         1999
                                                                            ----------   ----------
<S>                                                                         <C>          <C>
Reconciliation of net income to net cash provided by
 (used in) operating activities
      Net income (loss)                                                     $  395,291   $ (280,819)
      Common stock issued for services                                          14,208       25,000
      Depreciation and amortization                                            170,870       58,006
      Deferred taxes                                                          (121,909)    (179,587)
        (Increase) decrease in operating assets and liabilities
           Net change in marketable securities                               1,590,084      527,856
           Trade receivables                                                  (173,525)       9,482
           Inventories                                                        (924,764)    (460,708)
           Prepaid expenses and other assets                                  (191,097)     (48,451)
           Accounts payable and accrued expenses                              (538,606)    (502,858)
           Customer deposits                                                     3,982      (41,498)
           Federal income taxes payable                                         83,422       34,922
                                                                            ----------   ----------
              Total net cash provided by (used in) operating activities        307,956     (858,655)

Cash flows from investing activities
           Decrease in notes receivable officers                                   -          2,001
           Purchase of Fairchild International, Inc.                          (230,000)
 .          Purchase of property and equipment                                 (152,072)     (94,692)
                                                                            ----------   ----------
              Net cash provided by (used in) investing activities             (382,072)     (92,691)

Cash flows from financing activities
           Net change in indebtedness                                         (730,648)     260,028
           Purchase  and retirement of common stock                           (192,547)     (39,206)
                                                                            ----------   ----------
              Net cash provided by (used in) financing activities             (923,195)     220,822
                                                                            ----------   ----------

Net decrease in cash and cash equivalents                                     (997,311)    (730,524)

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

Cash and cash equivalents at end of period                                  $  266,405   $  274,312
                                                                            ==========   ==========

</TABLE>

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

During 2000, debt amounting to $ 415,522 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.


                                       5

<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 six month period ended June 30,
         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 periods ended June 30.
     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                          $   395,291      4,447,644          $.09
                                                                                               ====

        Effect of dilutive securities
         Stock options and warrants                                -          188,438
         Convertible debt                                        3,795        176,346
                                                           -----------    -----------

        Diluted earnings per common share
           Income from operations available to common
                 stockholders plus assumed conversions     $   399,086      4,812,428          $.08
                                                           ===========    ===========          ====

</TABLE>

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

<TABLE>

(3)  - Business segment information

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

                                                                           Consulting     Corporate
                               Software     Liquidations     Jewelry        Services       & other      Consolidated
                             -----------    -----------    -----------    -----------    -----------    -----------
<S>                          <C>            <C>            <C>            <C>            <C>            <C>
    Revenues
       2000                  $    67,595    $ 2,142,307    $ 8,945,552    $   684,685    $       -      $11,840,139
       1999                          -              -        8,643,867       (485,206)           -        8,158,661

    Operating income (loss)
       2000                     $ 17,441    $  (282,151)   $   234,827    $   649,887    $   (24,713)   $   595,291
       1999                          -              -          162,645       (563,129)       (25,000)      (425,484)

    Identifiable assets

       2000                     $ 84,324    $ 4,544,225    $ 5,846,579    $ 1,673,420    $       -      $12,148,548
       1999                          -              -        3,472,061      2,558,991            -        6,031,052




                                        6

<PAGE>

(3) - Business segment information, continued

    Capital expenditures
       2000                  $    23,252    $       -      $   128,820    $       -      $       -      $   152,072
       1999                          -              -           94,692            -              -           94,692

    Depreciation and
      amortization
       2000                  $     3,000    $    71,722    $    87,765    $     8,383    $       -      $   170,870
       1999-                         -              -           49,606          8,400            -           58,006


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

                                                                           Consulting     Corporate
                               Software     Liquidations     Jewelry        Services       & other      Consolidated
                             -----------    -----------    -----------    -----------    -----------    -----------
    Revenues
       2000                  $    21,000    $   845,977    $ 4,693,082    $   412,956    $       -      $ 5,973,015
       1999                          -              -        4,000,914        110,713            -        4,111,627

    Operating income (loss)
       2000                  $     1,378    $  (133,302)   $   130,448    $   413,631    $     9,050    $   421,205
       1999                          -              -           92,123         72,070            -          164,193

    Identifiable assets
       2000                  $    84,324    $ 4,544,225    $ 5,846,579    $ 1,673,420    $       -      $12,148,548
       1999                          -              -        3,472,061      2,558,991            -        6,031,052

    Capital expenditures
       2000                  $       -      $       -      $     1,382    $       -      $       -      $     1,382
       1999                          -              -           24,614            -              -           24,614

    Depreciation and
      amortization
       2000                  $     2,031    $    35,710    $    64,132    $    3,976     $       -      $   105,849
       1999-                         -              -           24,234         4,200             -           28,434

</TABLE>

(4) - Other comprehensive income

<TABLE>

    Other comprehensive income is as follows:

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

      Unrealized holding losses arising during 1st Qtr           (70,806)        24,075        (46,732)
                                                             -----------    -----------    -----------

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

    Unrealized holding losses arising during 2nd Qtr            (240,838)        81,885       (158,953)
                                                             -----------    -----------    -----------

    Other comprehensive income (loss) at
          June 30, 2000                                      $  (322,144)   $   109,529    $  (212,615)
                                                             ===========    ===========    ===========
</TABLE>


                                        7

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations
---------------------
Three months ended June 30, 2000 vs 1999:

Sales for the three months  ended June 30, 2000  increased  $1,540,581  or 38.6%
when compared to the corresponding  quarter of 1999. The increase was the result
of software sales in the amount of $21,000, sales in the amount of $845,976 from
the  liquidation  business  which the  Company  acquired  in August  1999 and an
increase  in sales in the  amount of  $390,483  from the  jewelry  segment.  The
increase  in sales  from  the  jewelry  segment  was due to the  acquisition  of
Fairchild  International,  Inc. in March 2000.  Pawn service  fees  increased by
88.2% due to the  acquisition  of  National  Jewelry  Exchange,  Inc.  (formerly
Beltline Pawn) in December 1998. Gain on marketable  securities - trading during
1999 was the  result of  realized  and  unrealized  gains and  losses on trading
securities.  Consulting  services  revenue in 2000 amounting to $418,000 was the
result of the completion of a major consulting contract during the quarter. Cost
of sales increased by $1,038,051 primarily due to the increase in sales volume.

General and  administration  expenses increased by $477,245 primarily due to the
acquisition of Silverman Consultants, Inc. in August 1999 and the acquisition of
Fairchild  International,  Inc. in March 2000.  Interest  expense  increased  by
$40,867 due to the debt assumed in the  Silverman  and  Fairchild  acquisitions.
Depreciation and amortization  expense increased by $77,415 due to the Silverman
and Fairchild acquisitions.

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


Six months ended June 30, 2000 vs 1999:

Sales for the six months ended June 30, 2000 increased  $2,486,721 or 28.9% when
compared to the  corresponding  period of 1999.  The  increase was the result of
software sales in the amount of $67,595,  sales in the amount of $2,142,307 from
the  liquidation  business  which the  Company  acquired  in August  1999 and an
increase  in sales in the  amount of  $276,819  from the  jewelry  segment.  The
increase  in sales  from  the  jewelry  segment  was due to the  acquisition  of
Fairchild  International,  Inc. in March 2000.  Pawn service  fees  increased by
63.6% 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.

Consulting  services revenue during 2000 amounting to $418,000 was the result of
the completion of a major consulting  contract during the period.  Cost of sales
increased by $1,331,259 primarily due to the increase in sales volume.

General and administration expenses increased by $1,175,255 primarily due to the
acquisition of Silverman Consultants, Inc. in August 1999 and the acquisition of
Fairchild  International,  Inc. in March 2000.  Interest  expense  increased  by
$94,904 due to the debt assumed in the  Silverman  and  Fairchild  acquisitions.
Depreciation and amortization expense increased by $112,864 due to the Silverman
and Fairchild acquisitions.

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

                                        8

<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 $
720,398  and the  purchase  and  retirement  of  common  stock in the  amount of
$192,547.  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 half of
2000, the Company reduced  accounts  payable and accrued  expenses by $ 538,606,
paid federal income taxes in the amount of $ 115,000 and increased  inventory by
$ 924,764.

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 -  27    Financial Data Schedule

             Reports on Form 8-K - None




                                        9

<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: July 19, 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: July 19, 2000
         -------------------------
         L. S. Smith
         Chairman of the Board,
         Chief Executive Officer and
         Secretary

By:      /s/ W. H. Oyster                   Dated: July 19, 2000
         -------------------------
         W. H. Oyster
         Director, President and
         Chief Operating Officer


By:      /s/ John Benson                    Dated: July 19, 2000
         -------------------------
         John Benson
         Chief Financial Officer
         (Principal Accounting Officer)




                                       10