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, 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 October 12, 2000
----------------------------                     -------------------------------
Common Stock, $.01 per value                               4,908,004


<PAGE>

<TABLE>

<CAPTION>

PART I.   FINANCIAL INFORMATION

Dallas Gold and Silver Exchange, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Unaudited)



ASSETS                                                                September 30,   December 31,
                                                                           2000            1999
                                                                      ------------    ------------
<S>                                                                   <C>             <C>
CURRENT ASSETS
    Cash and cash equivalents                                         $    155,690    $  1,263,716
    Marketable securities - trading                                           --         3,086,728
    Trade receivables                                                      793,114         735,778
    Inventories                                                          7,200,240       5,510,097
    Prepaid expenses                                                       161,830          65,983
                                                                      ------------    ------------

                 Total current assets                                    8,310,874      10,662,302

MARKETABLE SECURITIES - AVAILABLE FOR SALE                               1,282,343          15,000

PROPERTY AND EQUIPMENT - AT COST, NET                                    1,319,997       1,232,409

GOODWILL, NET OF ACCUMULATED AMORTIZATION                                1,391,060         498,431

OTHER ASSETS                                                               142,311          57,213
                                                                      ------------    ------------

                                                                      $ 12,446,585    $ 12,465,355
                                                                      ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Notes payable                                                     $  2,160,617    $  4,507,110
    Current maturities of long-term debt                                    94,401         250,047
    Accounts payable - trade                                             1,740,510         943,879
    Accrued expenses                                                       438,483         401,340
    Accrued compensation                                                   172,895         370,641
    Customer deposits                                                      104,483          90,193
    Federal income taxes payable                                           223,770         116,578
    Deferred income taxes                                                  472,627         620,844
                                                                      ------------    ------------
                 Total current liabilities                               5,407,786       7,300,632

LONG-TERM DEBT, less current maturities                                  1,682,242       1,387,889

SHAREHOLDERS' EQUITY
    Common stock, $.01 par value; authorized 10,000,000
      shares; issued and outstanding 4,908,004 shares at
      September 30, 2000 and 4,367,9125 shares at December 31, 1999         49,080          43,679
    Additional paid-in capital                                           5,487,739       3,967,931
    Accumulated other comprehensive loss                                  (389,034)         (6,930)
       Retained earnings (deficit)                                         208,772        (227,846)
                                                                      ------------    ------------
                          Total shareholders' equity                     5,356,557       3,776,834

                                                                      $ 12,446,585    $ 12,465,355
                                                                      ============    ============

</TABLE>

                                        2

<PAGE>

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

                                                     Three Months Ended
                                                        September 30,
                                                      2000         1999
                                                   ----------   ----------
Revenue
    Sales                                          $5,773,779   $4,544,527
    Pawn services fees                                 27,630       17,114
    Consulting services                                38,000         --
    Gain on marketable securities - trading              --        216,974
    Other Income                                         --            175
                                                   ----------   ----------
                                                    5,839,409    4,778,790

Costs and expenses
    Cost of goods sold                              4,248,277    3,875,976
    Consulting services                                23,086       53,386
    Selling, general and administrative             1,289,410      719,628
    Depreciation and amortization                     105,144       34,935
    Interest                                          108,395       73,795
                                                   ----------   ----------
                                                    5,774,312    4,757,720
                                                   ----------   ----------

          Income before income taxes                   65,097       20,895

Income tax expense                                     23,770        7,105
                                                   ----------   ----------

          Net income                               $   41,327   $   13,790
                                                   ==========   ==========
Earnings per common share

    Basic                                          $      .01         --
    Diluted                                        $      .01         --

Weighted average number of common shares
    Basic                                           4,725,888    4,278,912
    Diluted                                         4,932,076    4,666,395





                                        3

<PAGE>

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

                                                          Nine Months Ended
                                                            September 30,
                                                         2000           1999
                                                    ------------   ------------
Revenue
    Sales                                           $ 16,878,680   $ 13,162,707
    Pawn services fees                                    69,630         42,784
    Consulting services                                  456,000           --
    Gain (loss) on marketable securities - trading       269,363       (268,621)
    Other Income                                           5,875            581
                                                    ------------   ------------
                                                      17,679,548     12,937,451
Costs and expenses
    Cost of goods sold                                12,743,930     11,040,370
    Consulting services                                   67,687        151,741
    Selling, general and administrative                3,618,070      1,873,033
    Depreciation and amortization                        276,014         92,941
    Interest                                             313,459        183,955
                                                    ------------   ------------
                                                      17,019,160     13,342,040
                                                    ------------   ------------
           Income (loss) before income taxes             660,388       (404,589)

Income tax expense (benefit)                             223,770       (137,560)
                                                    ------------   ------------

           Net income (loss)                        $    436,618   $   (267,029)
                                                    ============   ============
Earnings per common share
    Basic                                           $        .10   ($       .06)
    Diluted                                         $        .09   ($       .06)

Weighted average number of common shares
    Basic                                              4,548,318      4,212,912
    Diluted                                            4,932,076      4,599,395




                                        4

<PAGE>

<TABLE>

<CAPTION>

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

                                                                                Nine Months Ended
                                                                                   September 30,
                                                                               2000           1999
                                                                           -----------    -----------
<S>                                                                        <C>            <C>
Reconciliation of net income to net cash provided by
   (used in) operating activities
        Net income (loss)                                                  $   436,618    $  (267,029)
        Common stock issued for services                                        14,208         25,000
        Depreciation and amortization                                          276,014         92,941
       Unrealized loss on marketable securities, trading                          --          350,948
        Deferred taxes                                                        (148,217)      (137,560)
            (Increase) decrease in operating assets and liabilities
              Marketable securities - trading                                1,819,385         34,295
              Trade receivables                                                (57,326)       (21,034)
              Inventories                                                   (1,690,143)      (759,099)
              Prepaid expenses and other assets                                (95,847)       (94,559)
             Accounts payable and accrued expenses                             642,828       (201,711)
             Customer deposits                                                  14,290        (24,719)
             Federal income taxes payable                                      107,192        (11,658)
                                                                           -----------    -----------
               Total net cash provided by (used in) operating activities     1,319,002     (1,014,185)

Cash flows from investing activities
              Decrease in notes receivable officers                               --            2,801
              Purchase assets of Fairchild International, Inc.                (350,000)          --
              Purchase of property and equipment                              (112,822)       (90,774)
                                                                           -----------    -----------
               Net cash provided by (used in) investing activities            (462,822)       (87,973)

Cash flows from financing activities
             Net change in indebtedness                                     (1,771,659)       179,667
             Purchase and retirement of common stock                          (192,547)       (57,381)
                                                                           -----------    -----------
                     Net cash provided by (used in) financing activities    (1,964,206)       122,286
                                                                           -----------    -----------

Net decrease in cash and cash equivalents                                   (1,108,026)      (979,872)

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

Cash and cash equivalents at end of period                                 $   155,690    $    24,964
                                                                           ===========    ===========

</TABLE>

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

During 2000, debt amounting to $ 863,778 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.

In connection with the Company's  acquisition of Silverman Consultants in August
1999,  200,000 shares of common stock were issued with a value of $615,000 and a
$2,500,000  note payable was assumed for $2,500,000 of inventory and $131,000 of
furniture and fixtures.

                                        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 both the three and nine months  ended
    September 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 period 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           $ 41,237   4,725,800    $.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           $ 41,237   4,932,076    $.01
                                                 ========   =========    ====           ========   =========    ====

</TABLE>
<TABLE>
<CAPTION>

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

(3)  - Business segment information

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

                                                                  Consulting  Corporate
                             Software  Liquidations    Jewelry     Services    & other   Consolidated
                             --------  ------------  -----------  ----------  ---------  ------------
<S>                          <C>       <C>           <C>          <C>         <C>        <C>
 Revenues
    2000                     $157,035    $3,114,031  $13,685,798  $  722,684       -     $ 17,679,548
    1999                         -          192,744   13,012,804    (268,097)      -       12,937,451

 Income (loss) before income taxes
    2000                     $ 69,900    $ (351,351) $   326,259  $  659,010  $( 43,430) $    660,388
    1999                         -         (199,540)     216,073    (396,122)  ( 25,000)     (404,589)

 Identifiable assets
    2000                     $116,889    $4,640,526  $ 6,291,829  $1,397,341  $    -     $ 12,446,585
    1999                         -        3,052,802    3,606,394   2,700,483       -        9,359,679


                                        6
<PAGE>

(3) - Business segment information, continued

 Capital expenditures
    2000                     $ 44,946  $       -     $   187,876  $     -     $    -     $    232,822
    1999                         -          131,426       94,692        -          -          226,118

 Depreciation and
  amortization
    2000                     $  7,144  $    106,969  $   149,185  $   12,716  $    -     $    276,014
    1999                         -            6,449       73,892      12,600       -           92,941

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
    2000                     $ 89,440  $    971,724  $ 4,740,246  $   37,999       -     $  5,839,409
    1999                         -          192,744    4,368,937     217,109       -        4,778,790

 Income (loss) before income taxes
    2000                     $ 52,459  $   ( 69,200) $    91,432  $    9,123  $ (18,717) $     65,097
    1999                         -         (199,540)      53,428     167,007       -           20,895

 Identifiable assets
    2000                     $116,889  $  4,640,526  $ 6,291,829  $1,397,341  $    -     $ 12,446,585
    1999                         -        3,052,802    3,606,394   2,700,483       -        9,359,679

 Capital expenditures
    2000                     $ 21,694  $       -     $    59,056  $     -     $    -     $     80,750
    1999                         -          131,426         -           -          -          131,426

 Depreciation and
  amortization
    2000                     $  4,144  $     35,247  $    61,420  $    4,333  $    -     $    105,144
    1999                         -            6,449       24,286       4,200       -           34,935

</TABLE>

(4) - Other comprehensive income

   Other comprehensive income is as follows:




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

Unrealized holding losses arising during
  The six months ended June 30, 2000        (311,644)     105,960    (205,684)
                                           ---------     --------   ---------
Other comprehensive income (loss) at
  June 30, 2000                            $(322,144)    $109,530   $(212,614)

Unrealized holding losses arising during
  3rd Qtr.                                  (258,305)      81,885    (176,420)
                                           ---------     --------   ---------
Other comprehensive income (loss) at
  September 30, 2000                       $(580,449)    $191,415   $(389,034)
                                           =========     ========   =========

                                        7

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

Three months ended September 30, 2000 vs 1999:

Sales for the three months ended  September  30, 2000  increased  $1,229,252  or
27.0% when compared to the  corresponding  quarter of 1999. The increase was the
result of software  sales in the amount of $89,440,  an increase in sales in the
liquidation  segment in the amount of  $778,980  which the  Company  acquired in
August 1999 and an increase in sales in the amount of $371,309  from the jewelry
segment.  The  increase  in  sales  from  the  jewelry  segment  was  due to the
acquisition  of the  assets of  Fairchild  International,  Inc.  in March  2000.
Consulting  services  revenue in the amount of $ 38,000 during the quarter ended
September 30, 2000 were the result of additional fees received from a consulting
contract  completed  during July 2000.  Gain on marketable  securities - trading
during  1999 was the  result of  realized  and  unrealized  gains and  losses on
trading securities and is included in consulting services revenue. Cost of goods
sold increased by $372,301 primarily due to the increase in sales volume and the
acquisition.  Gross margins increased from 14.7% in 1999 to 26.4% in 2000 due to
lower precious metal sales during the quarter ended September 30, 2000. Precious
metal margins average approximately 1.5% to 2.0%.

General and  administration  expenses increased by $569,782 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
$34,600 due to the debt assumed in the  Silverman  and  Fairchild  acquisitions.
Depreciation and amortization  expense increased by $70,209 due to the Silverman
and Fairchild acquisitions.

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

Nine months ended September 30, 2000 vs 1999:

Sales for the nine months ended September 30, 2000 increased $3,715,973 or 28.2%
when compared to the  corresponding  period of 1999. The increase was the result
of software sales in the amount of $157,035,  an increase in sales in the amount
of $2,921,287 from the liquidation business which the Company acquired in August
1999 and an  increase  in sales  in the  amount  of  $672,994  from the  jewelry
segment.  The  increase  in  sales  from  the  jewelry  segment  was  due to the
acquisition  of the  assets of  Fairchild  International,  Inc.  in March  2000,
Consulting  service revenues during 2000 amounting to $456,000 was the result of
the completion of a major consulting  contract during the period. Gain (loss) on
marketable  securities - trading are the result of realized and unrealized gains
and  losses on  trading  securities  and are  included  in  consulting  services
revenue.  Cost of sales increased by $1,703,560 primarily due to the increase in
sales volume and the acquisition.  Gross margins increased from 16.1% in 1999 to
24.5% in 2000 due to lower  precious  metal sales  during the nine months  ended
September 30, 2000. Precious metal margins average approximately 1.5% to 2.0%.

General and administration expenses increased by $1,745,037 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
$129,504 due to the debt assumed in the Silverman  and  Fairchild  acquisitions.
Depreciation and amortization expense increased by $183,073 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 nine months ended  September 30, 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 $ 907,881 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.

Management of the Company  expects capital  expenditures to total  approximately
$50,000  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: November 6, 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: November 6, 2000
         ---------------------------
         L. S. Smith
         Chairman of the Board,
         Chief Executive Officer and
         Secretary

By:      /s/ W. H. Oyster                   Dated: November 6, 2000
         ---------------------------
         W. H. Oyster
         Director, President and
         Chief Operating Officer


By:      /s/ John Benson                    Dated: November 6, 2000
         ---------------------------
         John Benson
         Chief Financial Officer
         (Principal Accounting Officer)




                                       10