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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001010549-02-000263.txt : 20020508
<SEC-HEADER>0001010549-02-000263.hdr.sgml : 20020508
ACCESSION NUMBER:		0001010549-02-000263
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20020614
FILED AS OF DATE:		20020508

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DALLAS GOLD & SILVER EXCHANGE INC /NV/
		CENTRAL INDEX KEY:			0000701719
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-JEWELRY STORES [5944]
		IRS NUMBER:				880097334
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11048
		FILM NUMBER:		02637660

	BUSINESS ADDRESS:	
		STREET 1:		2817 FOREST L
		STREET 2:		STE 202
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75234
		BUSINESS PHONE:		9724843662

	MAIL ADDRESS:	
		STREET 1:		2817 FOREST LN
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75234

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CANYON STATE CORP
		DATE OF NAME CHANGE:	19860819

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERICAN PACIFIC MINT INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>dgsedef14a061402.txt
<TEXT>

                            SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

                                (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement

[ ]  Confidential,  for  Use  of the  Commission  Only  (as  permitted  by  Rule
     14a-6(e)(2))

[X]  Definitive Proxy Statement

[ ]  Definitive Additional Materials

[ ]  Soliciting Material Pursuant to 240.14a-11(c) or 240.14-12

                              DGSE Companies , Inc.
                (Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[x]  No fee required

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
     1) Title of each class of securities to which transaction applies:

________________________________________________________________________________

     2) Aggregate number of securities to which transaction applies:

________________________________________________________________________________

     3) Per unit price or other  underlying  value of  transaction  computed  to
Exchange  Act Rule  0-11  (Set  forth the  amount  on which  the  filing  fee is
calculated and state how it was determined):

     4) Proposed maximum aggregate value of transaction:________________________

     5) Total fee paid: ________________________________________________________

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filling  for which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

     1)   Amount Previously Paid:_________________________________
     2)   Form, Schedule or Registration No.:_____________________
     3)   Filing Party; __________________________________________
     4)   Date Filed: ____________________________________________

<PAGE>

                              DGSE Companies, INC.


                                ----------------


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                            To be held June 14, 2002



Notice  is  hereby  given  that  the  Annual  Meeting  of  Shareholders  of DGSE
Companies,  Inc.  will be held on Monday,  June 14,  2002,  at 6:00 P.M.  at the
Company's  executive offices at 2817 Forest Lane,  Dallas,  Texas 75234, for the
purpose of considering and voting upon:

     1.   The election of Directors.

     2.   Transacting  such  other  business  as may  properly  come  before the
          meeting.

The close of business on April 30,  2002,  has been fixed as the record date for
determining the  shareholders  entitled to notice of and to vote at this meeting
and any adjournment  thereof, and only shareholders of record on such date shall
be entitled to notice of and to vote at the meeting.

Please  promptly  date,  sign and mail the  enclosed  proxy  using the  enclosed
address envelope which needs no postage if mailed within the United States.




                               By order of the Board of Directors




                               Dr. L.S. Smith, Ph.D
                               Chairman of the Board
                               and Secretary
Dated: May 8, 2002

<PAGE>

                                 PROXY STATEMENT

                                ----------------

                              DGSE Companies, INC.
                                2817 Forest Lane
                               Dallas, Texas 75234

                                 ---------------


                         ANNUAL MEETING OF SHAREHOLDERS


This statement is furnished to shareholders in connection with the  solicitation
by the Board of Directors of DGSE Companies,  Inc. (the "Company") of proxies to
be voted at the Annual Meeting of Shareholders of the Company to be held on June
14 2002,  at 6:00 P.M. at the Company's  executive  offices at 2817 Forest Lane,
Dallas, Texas 75234, and any adjournment  thereof.  This proxy statement and the
proxies solicited hereby are first being sent or delivered to shareholders on or
about May 8, 2002.  Certain  employees  of the Company  may  solicit  proxies by
telephone  or in person.  The  expense of  preparing,  printing  and mailing the
proxies will be borne by the Company.  A copy of the Company's  Annual Report on
Form 10-KSB  (including the financial  statements)  ("Form  10-KSB") is enclosed
herewith.


                                     VOTING

The proxy may be revoked by the  shareholder at any time prior to its use. If it
is signed properly by the  shareholder  and is not revoked,  it will be voted at
the  meeting.  If a  shareholder  specifies  how the  proxy is to be voted  with
respect to the election of Directors,  it will be voted in the manner  specified
on the enclosed proxy. If no instructions are received,  the proxy will be voted
for the proposal as set forth in the proxy.

At the close of business on April 30, 2002,  4,913,790  shares of the  Company's
Common Stock, par value $.01 per share, were outstanding and eligible for voting
at the  meeting.  Each  shareholder  of record is  entitled to one vote for each
share held in all  matters to come  before the  meeting.  Only  shareholders  of
record at the close of business on April 30, 2002, are entitled to notice of and
to vote at the meeting.

<PAGE>

                              ELECTION OF DIRECTORS

The Company's  Board of Directors at a meeting held on March 26 2002,  nominated
five  persons to be elected at the Annual  Meeting to serve as  Directors of the
Company for a term of one year and until their respective  successors shall have
been elected and shall have qualified.

It is the  intention of the persons  named in the proxy to vote for the election
of the persons  named  below.  If any nominee is unable or  unwilling  to serve,
which the Board of Directors does not anticipate, the persons named in the proxy
will vote for another person in accordance with their judgment.

The following table and notes thereto set forth the age,  principal  occupation,
period of time served as a Director of the  Company,  business  experience,  and
other directorships held by each of the five nominees for election as Directors:

                                                            Year First
                                                             Elected
                                                           Director or
                                                            Appointed
                                                           Officer of
     Name                  Age        Position               Company
     ----                  ---        --------             -----------

Dr. L.S. Smith
Ph.D (1)                   55         Chairman of the           1980
                                      Board of Direc-
                                      tors, Chief
                                      Executive Officer
                                      and Secretary

W.H. Oyster (2)            49         Director, Presi-          1990
                                      dent and Chief
                                      Operating Officer

John Benson (3)            56         Director and              1992
                                      Chief Financial
                                      Officer
William P. Cordeiro (4)    57         Director                  1999

James Walsh (5)            51         Director                  1999


<PAGE>

Business Experience During Last Five Years
- ------------------------------------------

     (1)  Chairman  of Board of  Directors,  and  Chief  Executive  Officer  and
          Secretary of the Company since 1980.

     (2)  Director,  President and Chief  Operating of the Company since January
          1990.

     (3)  Director,  Chief Financial  Officer of the Company since December 1992
          and member of the Audit Committee since June 1999.

     (4)  Director and independent  member of the Audit Committee of the Company
          since  June  1999.  Management  Professor,   School  of  Business  and
          Economics,  California  State  University  since June  1990.  Partner,
          Bartik,  Cordeiro &  Associates,  Inc., a management  consulting  firm
          since January 1990.

     (5)  Director and independent  member of the Audit Committee of the Company
          since June 1999.  Chairman of the Board and Chief Executive Officer of
          Hawaiian Vintage Chocolate  Company,  Inc.,  ("HVCC") since July 1993.
          The common stock of HVCC has been  registered  under  Section 12(g) of
          the Securities Exchange of 1934 since January, 2000.




                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table and notes thereto set forth certain  information as of April
30, 2002,  pertaining to securities ownership by persons known to the Company to
own 5% or more of the Company's Common Stock.

The information  contained herein has been obtained from the Company's  records,
from  various  filings made by the named  individuals  with the  Securities  and
Exchange Commission, or from information furnished directly by the individual or
entity to the Company:

  Name and address                    Amount and nature              Percent
  of beneficial owner              of beneficial owner(1)           of class(1)
- ---------------------              ----------------------           -----------

Dr. L. S. Smith, Ph.D                  2,349,526 (2)                   42.8%
  2817 Forest Lane
  Dallas, Texas 75234


Howard P. Alan-Lee                       250,000                        5.1%
  11230 Dilling Street
  North Hollywood,
  California 91602

<PAGE>

John Michael Paulson                     275,000 (3)                    5.6%
  2250 East Tropicana
  # 19-121, Las Vegas,
  Nevada 89119

Edward White                             275,000 (3)                    5.6%
  21700 Oxnard Street
  Woodland Hills,
  California 91367

W. H. Oyster                             288,615 (4)                    5.7%
  2817 Forest Lane
  Dallas, TX 75234
- ---------------------

     (1)  To the best  knowledge of the  Company,  all shares are held of record
          with sole voting and  investment  power except as otherwise  stated in
          footnote (3) below.  All  calculations  are based on 4,913,790  shares
          outstanding as of the above referenced date.

     (2)  Includes  577,777 shares  currently  exercisable  under a stock option
          with an exercise price of $2.25 per share.


     (3)  Includes  275,000  shares held in the Allen E. Paulson Living Trust of
          which John Michael Paulson is a co-trustee with Edward White.

     (4)  Includes  250,000 shares  currently  exercisable  under a stock option
          with an average exercise price of $2.23 per share.

                        SECURITY OWNERSHIP OF MANAGEMENT

The following sets forth  information as of April 30, 2002,  with respect to the
Company's  Common  Stock owned  beneficially  by persons  named  therein who are
nominees for election as directors of the Company and by directors  and officers
as a group.

The information  contained herein has been obtained from the Company's  records,
from  various  filings made by the named  individuals  with the  Securities  and
Exchange Commission, or from information furnished directly by the individual to
the Company:

  Name and address                   Amount and nature             Percent
  of beneficial owner              of beneficial owner(1)         of class(1)
- -----------------------           -----------------------        ------------
Dr. L. S. Smith, Ph.D.                  2,349,526 (2)                42.8%
  2817 Forest Lane
  Dallas, Texas 75234

W. H. Oyster                              288,615 (3)                 5.7%
  2817 Forest Lane
  Dallas, TX 75234

<PAGE>

John Benson                               160,000 (4)                 3.7%
  2817 Forest Lane
  Dallas, TX 75234

William P. Cordeiro
  1340 E. Alosta #  200
  Glendora, CA 91740                       22,500 (5)                  .5%

James Walsh
  4614 Kilauea # 435
  Honolou, HI 96816                        22,500 (5)                  .5%

All directors and officers              2,843,141 (6)                48.7%
  as a group (5 individuals)
- ----------------------------

(1)  To the best  knowledge of the  Company,  all shares are held of record with
     sole voting and investment  power.  All calculations are based on 4,913,290
     shares outstanding as of the above referenced date.
(2)  Includes 577,777 shares currently  exercisable under a stock option with an
     exercise price of $2.25 per share.
(3)  Includes 250,000 shares currently  exercisable  under stock options with an
     average exercise price of $2.23 per share.
(4)  Includes 150,000 shares currently  exercisable  under stock options with an
     average exercise price of $2.02 per share.
(5)  Includes 22,500 shares  currently  exercisable  under stock options with an
     exercise price of $ 2.47 per share.
(6)  Includes 577,777,  250,000, 150,000 and 45,000 shares currently exercisable
     under stock options with an exercise  price or average  price,  as the case
     may be, of $2.25, $2.23, $ 2.02 and $ 2.47, respectively.

Section 16(a) Beneficial Ownership Reporting Compliance

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
directors and certain officers to send reports of their ownership and of changes
in  ownership  of the  Company's  Common  Stock to the  Securities  and Exchange
Commission.  Based on the Company's  review of the reports it has received,  the
Company  believes all of its directors and officers  complied with all reporting
requirements applicable to them with respect to transactions in 2001.


                COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

The business affairs of the Company are managed by or under the direction of the
Board of Directors.  During 2001,  the Company's  Board of Directors met six (6)
times.  All  members  of the  Board of  Directors  were  present  at each of the
meetings.

The Company does not have a nominating or compensation committee of the Board of
Directors, or any committee performing similar functions.

<PAGE>

An audit  committee of the Board of Directors was formed  during June 1999,  and
met four times during the year 2001. The audit committee  oversees the operation
of a  comprehensive  system of internal  controls to ensure the integrity of the
Company's  financial  statements  and  compliance  with  laws,  regulations  and
corporate  policies.  The audit committee has reviewed and discussed the audited
financial  statements  of the Company for the year ended  December 31, 2001 with
senior  management.  The audit committee has discussed with Grant Thornton,  the
independent auditors of the Company, the matters required to be discussed by the
Statement on Auditing  Standards No. 61 (Communication  with Audit  Committees).
The audit  committee  has also received the written  disclosures  and the letter
from Grant  Thornton  required by  Independent  Standards  Board  Standard No. 1
(Independence  Discussion  with Audit  Committees)  and the audit  committee has
discussed with Grant Thornton the  independence  of Grant Thornton as auditor of
the  Company.  Based on the  foregoing,  the audit  committee of the Company has
recommended to the Board of Directors that the audited  financial  statements of
the Company be included in the  Company's  Annual  Report on Form 10-KSB for the
year ended  December  31,  2001 for filing  with the  United  States  Securities
Exchange  Commission.  Specific  functions  and  responsibilities  of the  audit
committee are set forth in the charter  adopted by the Board of Directors  which
is attached as  Appendix A to this proxy  statement.  Its members are William P.
Cordeiro, James Walsh and John Benson.

Compensation of Directors

Directors who are also employees of the Company do not receive any  compensation
for  serving  as a  director  or as a  member  of a  committee  of the  Board of
Directors.  Directors who are not employees of the Company  receive a fee in the
amount of $ 500 for each  meeting of the Board of Directors  and each  committee
meeting of the Board of Directors  attended.  In addition  these  directors have
each been granted  options for the  purchased of 22,500  shares of the Company's
Common  Stock at an exercise  price  equal to the then fair market  value of the
Company's Common Stock.

<PAGE>

                             EXECUTIVE COMPENSATION

The following  information  is furnished with respect to each of the most highly
compensated  executive  officers of the Company whose cash compensation from the
Company and its  subsidiaries  during the Company's  last fiscal year exceeded $
100,000.

                SUMMARY COMPENSATION TABLE

                              Annual Compensation     Long-Term
                              -------------------   Compensation
                                                        Awards
Name                                                  Securities
and                                                     Under-
Principal                                               lying
Position               Year      Salary      Bonus     Options
- --------------------------------------------------    ----------

Dr. L.S. Smith         2001     $164,803  $   -        577,777
Chief Executive        2000     $175,000  $128,989        -
Officer                1999     $175,000  $127,300        -

W.H. Oyster            2001     $160,000   $46,972     100,000
President and          2000     $160,000   $86,152        -
Chief Operating        1999     $140,000   $70,438        -
Officer

John Benson            2001     $ 97,500   $20,740      50,000
Chief Financial        2000     $ 97,500   $32,288        -
Officer                1999     $ 92,500   $27,642        -



...


                                    AUDITORS

The Company has selected Grant Thornton LLP to be its principal  accountants for
the current fiscal year.

Their fees for the fiscal year ended December 31, 2001, were as follows:

Description of Service                Amount of Fee
- ----------------------                -------------
  Audit Fees                             $ 77,500
  Financial Information System
    Design and Implementation Fees          -0-
  Other Fees                                5,800(1)
- --------------------------------------------------------------------------------
     (1)  Fees billed for the  preparation  of Federal Income Tax Return for the
          year ended December 31, 2001.

<PAGE>

A representative of Grant Thornton will be present at the shareholders'  meeting
and will  have the  opportunity  to make a  statement  if he  desires  to do so.
Further,  the  representative  of Grant Thornton will be available to respond to
appropriate questions.


                   SUBMISSION OF SHAREHOLDER PROPOSALS FOR THE
                        2003 ANNUAL SHAREHOLDERS MEETING

Any  shareholder  desiring  to submit a proposal  for action at the 2003  Annual
Meeting of Shareholders  which is desired to be presented in the Company's Proxy
Statement  with  respect to such  meeting  should  submit  such  proposal to the
Company at its  principal  place of business no later than  December  17,  2002.
Apart  from  the  preceding  requirements,  after  that  date  any  notice  of a
shareholder  proposal  will be  considered  untimely for inclusion in next years
proxy  statement if received  after March 2, 2003.  Matters  pertaining  to such
proposals,  including  the  number and length  thereof,  eligibility  of persons
entitled to have such proposal  included and other respects are regulated by the
Securities and Exchange Act of 1934, Rules and Regulations of the Securities and
Exchange  Commission and other laws and regulations to which interested  persons
should refer.




                                  OTHER MATTERS

The Board of Directors does not know of any other matters that will be presented
for action at the  meeting.  However,  if any matters  properly  come before the
meeting or any  adjournments,  it is  intended  that the  holders of the proxies
named in the accompanying  proxy will have  discretionary  authority to vote the
shares represented by the proxies in accordance with their best judgment.


                               By Order of the Board of Directors



                               Dr. L. S. SMITH, Ph.D
                               Chairman of the Board
                               and Secretary

<PAGE>

                                  FORM OF PROXY
                                  -------------

                                      FRONT

PROXY      DGSE Companies, INC.

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints Dr. L. S. Smith and John Benson as Proxies,
each with the power to appoint  his  substitute  and hereby  authorizes  them to
represent and to vote as designed below,  all the shares of Common Stock of DGSE
Companies,  Inc.  held of record by the  undersigned  on April 30, 2002,  at the
Annual  Meeting of  Shareholders  to be held June 14, 2002,  or any  adjournment
thereof.

1. ELECTION OF DIRECTORS

   FOR all nominees listed below(except           WITHHOLD AUTHORITY to vote for
   as marked to the contrary below) ___           all nominees listed  ____

     INSTRUCTION:  To withhold  authority to vote for any individual,  cross out
     the nominee's name in the List below.

     Dr. L. S. Smith  W. H. Oyster John Benson  William P. Cordeiro  James Walsh



2. In their  discretion,  the  Proxies  are  authorized  to vote upon such other
business as may properly come before the meeting.


                                     REVERSE

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED  STOCKHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.

                                       Please sign  exactly as name below.  When
                                       shares  are held by joint  tenants,  both
                                       should sign. When signing as attorney, as
                                       executor,   administrator,   trustee   or
                                       guardian, please give full title as such.
                                       If a  corporation,  please  sign  in full
                                       corporate  name  by  President  or  other
                                       authorized  officer.  If  a  partnership,
                                       please  sign  in   partnership   name  by
                                       authorized person.

                                       Dated:_____________________________, 2002

                                       Signature________________________________

                                       Signature if held jointly________________

PLEASE MARK,  SIGN,  DATE AND RETURN THE PROXY CARD PROMPTLY  USING THE ENCLOSED
ENVELOPE.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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