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, 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 July 18, 2002
----------------------------                    --------------------------------
Common Stock, $.01 per value                               4,913,790


<PAGE>
<TABLE>
<CAPTION>

PART I.   FINANCIAL INFORMATION

DGSE Companies, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS
(Unaudited)

ASSETS                                                             June 30, 2002      December 31, 2001
                                                                 -----------------    -----------------
<S>                                                              <C>                  <C>
CURRENT ASSETS
    Cash and cash equivalents                                    $          10,583    $       1,063,060
    Trade receivables                                                      556,867              646,583
    Inventories                                                          6,442,560            6,297,320
    Prepaid expenses                                                       161,479              128,213
                                                                 -----------------    -----------------

                 Total current assets                                    7,171,489            8,135,176

MARKETABLE SECURITIES - AVAILABLE FOR SALE                                 262,878              426,414

PROPERTY AND EQUIPMENT - AT COST, NET                                    1,249,928            1,327,822

DEFERRED TAX ASSET                                                         262,345              206,141

GOODWILL                                                                 1,151,120            1,151,120

OTHER ASSETS                                                               149,416              153,688
                                                                 -----------------    -----------------

                                                                 $      10,247,176    $      11,400,361


LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Notes payable                                                $       3,026,452    $       3,161,487
    Current maturities of long-term debt                                   468,173              865,685
    Accounts payable - trade                                               600,627            1,007,311
    Accrued expenses                                                       286,458              634,874
    Customer deposits                                                      117,518               90,696
    Federal income taxes payable                                           275,743              320,681
    Deferred income taxes                                                   86,093               86,093
                                                                 -----------------    -----------------
                 Total current liabilities                               4,861,064            6,166,827

LONG-TERM DEBT, less current maturities                                  1,111,921              764,102
SHAREHOLDERS' EQUITY
    Common stock, $.01 par value; authorized 10,000,000
       shares; issued and outstanding 4,913,790 shares at                   49,138               49,133
       June 30, 2002 and 4,913,290 shares at December 31, 2001
    Additional paid-in capital                                           5,709,370            5,708,301
    Accumulated other comprehensive loss                                (1,096,359)            (987,277)
   Accumulated deficit                                                    (387,958)            (300,725)
                                                                 -----------------    -----------------
                 Total shareholders' equity                              4,274,191            4,469,432

                                                                 $      10,247,176    $      11,400,361
                                                                 =================    =================
</TABLE>


                                       2
<PAGE>

DGSE Companies, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended June 30,
(Unaudited)



                                                        2002           2001
                                                    -----------    -----------
Revenue
    Sales                                           $ 5,370,233    $ 5,159,982
    Pawn service charges                                 46,112         27,939
                                                    -----------    -----------
                                                      5,416,345      5,187,921

Costs and expenses
    Cost of goods sold                                4,226,467      3,936,176
    Consulting service costs                             11,930          9,985
    Selling, general and administrative expenses      1,049,558      1,179,535
    Depreciation and amortization                        53,533        107,352
                                                    -----------    -----------
                                                      5,341,488      5,233,048
Other income (expense)
   Interest expense                                     (97,840)       (94,029)
   Other Income                                            --              223
                                                    -----------    -----------
                     Total other income (expense)       (97,840)       (93,806)

                     Loss before income taxes           (22,983)      (138,933)

Income tax benefit                                       (7,814)       (42,620)
                                                    -----------    -----------


                      Net loss                      $   (15,169)   $   (96,313)
                                                    ===========    ===========
arnings per common share
     Basic and diluted                                     --      ($      .02)

     Weighted average number of common shares
     Basic and diluted                                4,913,790      4,927,990



                                       3
<PAGE>

DGSE Companies, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Six months ended June 30,
(Unaudited)


                                                        2002           2001
                                                    -----------    -----------
Revenue
    Sales                                           $ 9,872,341    $ 9,503,813
    Pawn service charges                                 79,860         54,954
                                                    -----------    -----------
                                                      9,952,201      9,558,767

Costs and expenses
    Cost of goods sold                                7,662,541      7,215,422
    Consulting service costs                             28,003         22,847
    Selling, general and administrative expenses      2,094,131      2,547,505
    Depreciation and amortization                       106,161        207,507
                                                    -----------    -----------
                                                      9,890,836      9,993,281
Other income (expense)
   Interest expense                                    (193,536)      (201,450)
   Other Income                                            --            2,740
                                                    -----------    -----------
                     Total other income (expense)      (193,536)      (198,710)

                     Loss before income taxes          (132,171)      (633,224)

Income tax benefit                                      (44,938)      (194,242)
                                                    -----------    -----------

                      Net loss                      $   (87,233)   $  (438,982)
                                                    ===========    ===========


Earnings per common share
     Basic and diluted                              ($      .02)   ($      .09)

     Weighted average number of common shares
     Basic and diluted                                4,913,593      4,927,990




                                       4
<PAGE>
<TABLE>
<CAPTION>

DGSE COMPANIES, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


                                                                        Six Months Ended
                                                                           March 31,
                                                                      2002           2001
                                                                  -----------    -----------
<S>                                                               <C>            <C>

Reconciliation of net loss to net cash
    used in  operating activities
        Net loss                                                   $   (87,233)   $  (438,982)
        Common stock issued for services                                 1,074           --
        Depreciation and amortization                                  106,161        207,507
        Deferred taxes                                                  56,204       (194,242)
         (Increase) decrease in operating assets and liabilities
            Trade receivables                                           89,716        289,620
            Inventories                                               (145,240)       448,585
            Prepaid expenses and other current assets                  (33,266)         2,670
            Accounts payable and accrued expenses                     (755,100)    (1,525,379)
            Customer deposits                                           26,822        (46,727)
            Federal income taxes payable                               (44,938)          --
            Deferred tax asset                                         (56,204)          --
            Other                                                        2,522        (17,506)
                                                                   -----------    -----------
               Total net cash used in operating activities            (839,482)    (1,274,454)

Cash flows from investing activities
            Purchase of marketable securities                             --          (14,901)
            Purchase of property and equipment                         (28,267)      (141,282)
                                                                   -----------    -----------
                 Net cash used in investing activities                 (28,267)      (156,183)

Cash flows from financing activities
            Proceeds from notes issued                                 560,555        327,173
            Payments on notes payable                                 (745,283)       (87,593)
                                                                   -----------    -----------
            Net cash (used in) provided by financing activities       (184,728)       239,580
                                                                   -----------    -----------

Net decrease in cash and cash equivalents                           (1,052,477)    (1,191,057)

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

Cash and cash equivalents at end of period                         $    10,583    $   171,162
                                                                   ===========    ===========
</TABLE>

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

Interest  paid for the six months ended June 30, 2002 and 2001 was $ 193,536 and
$ 201,450, respectively.

No income taxes were paid during the six months ended June 30, 2002 or 2001.

During  the six months  ended  June 30,  2001 debt  amounting  to $ 130,000  was
converted into common stock.



                                       5
<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 and six months ended June
30, 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  completed  a
transitional  fair value based impairment test of goodwill as of January 1, 2002
during the period ended June 30, 2002. In the opinion of  management  these test
indicate  that  the  goodwill  and  intangible  assets  of the  Company  are not
impaired.


                                       6
<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 and six months  ended June 30,
2002 and 2001, adjusted to exclude amortization expense, is as follows:

                                                 Three months ended           Six months ended
                                                      June 30,                    June 30,
                                                 2002          2001          2002           2001
                                              ----------    ----------    ----------    -----------
<S>                                           <C>           <C>           <C>           <C>
Net loss

  Reported net loss                           $  (15,169)   $  (96,313)   $  (87,233)   $  (438,982)
  Goodwill amortization                             --          48,344          --           96,257
                                              ----------    ----------    ----------    -----------

  Adjusted net loss                           $  (15,169)   $  (47,969)   $  (87,233)   $  (342,293)
                                              ==========    ==========    ==========    ===========

Basic and diluted loss per share

  Reported basic and diluted loss per share   $    (0.00)  $    (0.02)    $    (0.02)   $     (0.09)
  Goodwill amortization                             --            0.01          --             0.02
                                              ----------    ----------    ----------    -----------

  Adjusted basic loss per share               $    (0.00)   $    (0.01)   $    (0.02)   $     (0.07)
                                              ==========    ==========    ==========    ===========

(3)  - Earnings per share

No  reconciliation  is  provided  for the  periods  ended June 30, 2002 and 2001
because the effect is not dilutive.

(4)  - Business segment information

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

During the six months ended June 30, 2002 $ 2,000,000 of jewelry  inventory  was
transferred from the liquidation segment into the jewelry segment. This transfer
is the result of the Company's liquidation business directing its efforts toward
commission  only sales which  requires the  utilization  of less  Company  owned
inventory.  Management  believes this transfer will help  facilitate the sale of
this merchandise through its retail stores.

<CAPTION>
                                                                         Consulting      Corporate
                          Software      Liquidations      Jewelry         Services        & other       Consolidated
                        ------------    ------------    ------------    ------------    ------------    ------------
<C>                     <C>             <C>             <C>             <C>             <C>             <C>

Revenues
  2002                  $       --      $    399,231    $  9,552,970    $       --      $       --      $  9,952,201
  2001                  $      3,577    $    778,910    $  8,776,280    $       --      $       --      $  9,558,767

Operating income (loss)
  2002                  $    (10,712)   $   (259,215)   $    183,092    $    (32,043)   $    (13,293)   $   (132,171)
  2001                  $    (38,505)   $   (476,689)   $    (78,997)   $    (30,666)   $     (8,367)   $   (633,224)


Identifiable assets
  2002                  $     60,259    $    568,309    $  9,045,773    $    572,835    $       --      $ 10,247,176
  2001                  $     86,944    $  2,488,907    $  7,785,475    $  1,453,073    $       --      $ 11,814,399

Capital expenditures
  2002                  $       --      $       --      $     28,267    $       --      $       --      $     28,267
  2001                  $       --      $       --      $    141,282    $       --      $       --      $    141,282

Depreciation and
amortization
  2002                  $     10,712    $     31,899    $     59,510    $      4,040    $       --      $    106,161
  2001                  $     10,374    $     78,454    $    110,479    $      8,200    $       --      $    207,507


                                        7
<PAGE>

   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
  2002                  $       --      $    287,420    $  5,128,925    $       --      $       --      $  5,416,345
  2001                  $       --      $    587,151    $  4,600,770    $       --      $       --      $  5,187,921

Operating income (loss)
  2002                  $     (5,356)   $    (72,329)   $     78,036    $     13,950)   $     (9,384)   $    (22,983)
  2001                  $     (7,638)   $   (136,569)   $     23,029    $    (14,085)   $     (3,670)   $   (138,933)

Identifiable assets
  2002                  $     60,259    $    568,309    $  9,045,773    $    572,835    $       --      $ 10,247,176
  2001                  $     86,944    $  2,488,907    $  7,785,475    $  1,453,073    $       --      $ 11,814,399

Capital expenditures
  2002                  $       --      $       --      $     28,267    $       --      $       --      $     28,267
  2001                  $       --      $       --      $     77,310    $       --      $       --      $     77,310
Depreciation and
amortization
  2002                  $      5,356    $     16,054    $     30,103    $      2,020    $       --      $     53,533
  2001                  $      5,269    $     42,743    $     55,240    $      4,100    $       --      $    107,352


(5) Other Comprehensive income:

Other comprehensive income is as follows:

<CAPTION>
                                                                  Tax
                                                Before Tax     (Expense)      Net-of-Tax
                                                  Amount        Benefit         Amount
                                               -----------------------------------------
<S>                                            <C>            <C>            <C>

Other comprehensive income loss at
   December 31, 2001                           $(1,495,874)   $   508,597    $  (987,277)

Unrealized holding losses arising during the
    Three months ended March 31, 2002             (189,076)        64,286       (124,790)
                                               -----------    -----------    -----------

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

Unrealized holding gains arising during the
   Three months ended June 30, 2002                 23,800         (8,092)        15,708
                                               -----------    -----------    -----------

Other comprehensive loss at June 30, 2002      $(1,661,150)   $   564,791    $(1,096,359)
                                               ===========    ===========    ===========
</TABLE>

                                       8
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations
---------------------

Quarter ended June 30, 2002 vs 2001:
------------------------------------

Sales for the second  quarter of 2002  increased $ 210,251 or 4.1% 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  $527,932  and a
decrease  in sales  from the  liquidation  segment  in the  amount of  $299,731.
Jewelry  segment  revenues were higher due an improvement in the precious metals
market with precious metal sales increasing by $342,028.  Liquidation sales were
lower due to no  significant  new  liquidation  sales  being  booked  during the
quarter.  Cost of sales increased  primarily due to the increase in sales. Gross
margins  declined  from  23.7% in 2001 to 21.3% in 2002 due to the  increase  in
sales of precious metals which have a lower margin than jewelry.

General and  administration  expenses decreased by $129,977 due staff reductions
and salary cuts.  Depreciation and amortization expense decreased by $53,819 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.

Six months ended June 30, 2002 vs 2001:

Sales for the first half of 2002  increased  $ 368,528 or 3.9% when  compared to
the corresponding period of 2001. This was primarily the result of a increase in
sales in the jewelry  segment in the amount of $774,331  and a decrease in sales
from the liquidation segment in the amount of $379,679. Jewelry segment revenues
were higher due an improvement in the precious metals market with precious metal
sales increasing by $580,180. Liquidation sales were lower due to no significant
new  liquidation  sales being booked during the period.  Cost of sales increased
primarily  due to the increase in sales.  Gross  margins  declined from 24.1% in
2001 to 22.4% in 2002 due to the increase in sales of precious metals which have
a lower margin than jewelry.

General and  administration  expenses decreased by $453,374 due staff reductions
and salary cuts. Depreciation and amortization expense decreased by $101,346 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.



                                       9
<PAGE>
<TABLE>
<CAPTION>

Liquidity and Capital Resources

The Company's  short-term debt,  including current  maturities of long-term debt
totaled $  3,494,625  as of June 30,  2002.  During  the first  half of 2002 the
Company retired $ 745,283 of its debt and borrowed an additional $ 560,555.

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 $
50,000 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 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>          <C>
Notes payable                       $3,026,452   $3,026,452         --           --           --           --           --
Long-term debt and capital leases    1,580,094      401,586   $  173,513   $  100,284   $   85,043   $   88,272   $  706,940
Federal income taxes                   320,681      320,681         --           --           --           --           --
Operating leases                       842,814      155,095      293,899      263,476      130,344         --           --
                                    ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                    $5,770,041   $3,903,814   $  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 - 99.1 Certification of periodic financial report.

         Reports on Form 8-K - None


                                       10
<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: August 11, 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: August 11, 2002
         ---------------------------
         L. S. Smith
         Chairman of the Board,
         Chief Executive Officer and
         Secretary


By:      /s/ W. H. Oyster                   Dated: August 11, 2002
         ---------------------------
         W. H. Oyster
         Director, President and
         Chief Operating Officer


By:      /s/ John Benson                    Dated: August 11, 2002
         ---------------------------
         John Benson
         Chief Financial Officer
         (Principal Accounting Officer)






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