As filed with the Securities and Exchange Commission on May 31, 2007October 6, 2017

Registration No. 333-             333-_______________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM S-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

___________________________

DGSE COMPANIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

2817 Forest Lane

13220 Preston Road

Dallas, Texas 75234
75240

(972) 484-3662587-4049

(Address, Including Zip Code,including zip code, and Telephone Number, Including
Area Code,telephone number, including area code, of Registrant’s Principal Executive Offices)registrant’s principal executive offices)

Dr. L.S. Smith
Chairman of the Board and

John R. Loftus

Chief Executive Officer

DGSE Companies, Inc.
2817 Forest Lane

13220 Preston Road

Dallas, Texas 75234
75240

(972) 484-3662587-4049

(Name, Address, Including Zip Code,address, including zip code, and Telephone Number,
Including Area Code,telephone number, including area code, of Agentagent for Service)service)

Copies To:

Copy to:

John J. Hentrich,A. Bonnet III, Esq.
Andreas F. Pour, Esq.
Sheppard, Mullin, Richter

Stewart & HamptonBonnet, LLP
12275 El Camino Real,

500 N. Akard, Suite 200
San Diego, California  92130-2006
(858) 720-89001830

Dallas, Texas 75201

(214) 740-4260

Approximate date of commencement of proposed sale to the public:public: From time to time after the effective date of this registration statement becomes effective.at the discretion of the Selling Stockholder.

If the only securities being registered on this formForm are being offered pursuant to dividend or interest reinvestment plans, please check the following box.¨

If any of the securities being registered on this formForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.ýx

If this formForm is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this formForm is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.¨

CALCULATION OF REGISTRATION FEE

——————

(1)

In accordance with Pursuant to Rule 416416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statementRegistration Statement shall be deemed toalso cover any additional securitiesshares of the Registrant’s Common Stock that may from timebecome issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration.

(2) All common stock offered hereby is for the account of the Selling Security holder and pursuant to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.Rule 416 under the Securities Act.

(2)

(3) Estimated solely for purposesthe purpose of calculatingcomputing the amount of the registration fee pursuant to Rule 457(c) and (f)(1) under the Securities Act,Act. Pursuant to Rule 457(c), the offering price per share and aggregate offering price are based uponon the number of shares of common stock, par value $0.001, of Superior Galleries, Inc. (“Superior”) to be exchanged in the merger described herein (600,000 shares), multiplied by $0.55, the arithmetic meanaverage of the high and low sales prices of Superiorour common stock as reported onfor any of the Pink Sheets on May 30, 2007.five business days preceding the date hereof.

(3)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) promulgated under the Securities Act, based upon the respective exercise prices per share, as set forth in the following table:

——————

The registrantRegistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with sectionSection 8(a) of the Securities Act of 1933 or until thisthe registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said sectionSection 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholdersSelling Stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 31, 2007

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED OCTOBER 6, 2017

8,500,000 Shares

DGSE COMPANIES, INC.

3,118,128 SHARES

COMMON STOCK, PAR VALUE $0.01Common Stock

——————

This prospectus may be used only for the sale or other disposition of uprelates to 3,118,1288,500,000 shares (the “Shares”) of our common stock, par value $0.01 per share, or interests thereinowned by the selling stockholders identified beginningSelling Stockholder listed under the caption “Selling Stockholder” on page 12 of this prospectus.

The selling stockholders will receive all8. All of the proceedsShares were issued by us in private placement transactions. The Shares may be sold from time to time by the sale or other dispositionSelling Stockholder. None of the shares of common stock under this prospectus. Weregistered herein will however,be sold for our account and we will not receive theany proceeds from the sale of sharesthe common stock. See “Use of ourProceeds.”

The Selling Stockholder may determine the prices at which it will sell the common stock, to certain selling stockholders towhich prices may be at market prices prevailing at the extent they exercise for cash their optionstime of such sale or warrants identified in this prospectus. We will pay the expenses incurred in registering the shares, including legal and accounting fees.

some other price.  The selling stockholdersSelling Stockholder may sell these shares through underwriters, brokers-dealers or otherwise dispose of the shares of common stock described in this prospectus in public or private transactions, on or off the Nasdaq Capital Market, at prevailing market prices, or at privately negotiated prices. The selling stockholders may sell shares directly to purchasers or through brokers or dealers. Brokers or dealersagents, who may receive compensation in the form of discounts, concessions or commissions.  We will bear all costs associated with the offering and sale of the Shares, other than any underwriting discounts, agency fees, brokerage commissions fromor similar costs applicable to the selling stockholders.sale of any Shares. See the section entitled “Plan of Distribution” beginning on page 14.for a more complete description of the ways in which the common stock may be sold.

Our common stock is quotedtraded on the Nasdaq Capital MarketNYSE MKT exchange under the symbol “DGSE”.“DGSE.” On June [●], 2007,October 4, 2017, the last reported sale price forof our common stock on the Nasdaq Capital MarketNYSE MKT exchange was $2.[●]$1.30 per share.

An investment in our common stock involves a high degree of risk. See the heading “Risk Factors” commencing on page 3 of this prospectus for a discussion of these risks.

On May 30, 2007, we completed the acquisition of Superior Galleries, Inc., which we refer to as Superior. For more information on this acquisition, see the section entitled “Recent Developments” beginning on page 10.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE “RISK FACTORS” ON PAGE 6.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful orand complete. Any representation to the contrary is a criminal offense.

The date of this prospectusProspectus is [●], 2007October 6, 2017

TABLE OF CONTENTS

Table of Contents

INFORMATION CONTAINED IN

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this process, the Selling Stockholder may sell the securities described in the prospectus in one or more offerings. This prospectus provides you with a general description of the securities the Selling Stockholder may offer. A prospectus supplement may also add, update or change information contained in this prospectus. You should rely only onread both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

In connection with this offering, no person is authorized to give any information we have providedor to make any representations not contained or incorporated by reference in this prospectus. Neither we nor the selling stockholders haveIf information is given or representations are made, you may not rely on that information or representations as having been authorized anyone to provide you with additional or different information. The selling stockholders are not makingby us. This prospectus is neither an offer to sell nor a solicitation of thesean offer to buy any securities inother than those registered by this prospectus, nor is it an offer to sell or a solicitation of an offer to buy securities where an offer or solicitation would be unlawful. You may not imply from the delivery of this prospectus, nor from any jurisdiction wheresale made under this prospectus, that our affairs are unchanged since the offer is not permitted. You should assumedate of this prospectus or that the information contained in this prospectus is accurate onlycorrect as of any time after the date on the front of the documentthis prospectus. The information contained and that any information we have incorporated by reference in this prospectus and any accompanying prospectus supplement is accurate only as of the date of this prospectus or the prospectus supplement or the date of the document incorporated by reference.reference, as the case may be, regardless of the time of delivery of the prospectus.

In

You should not consider any information in this prospectus unless otherwise indicated, “DGSE,” “our company,” “we,” “us”to be legal, business or “our” refer to DGSE Companies, Inc., a Nevada corporation (formerly Dallas Goldtax advice. You should consult your own attorney, business advisor and Silver Exchange, Inc.).

PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS. THIS SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION YOU SHOULD CONSIDER BEFORE BUYING SHARES IN THIS OFFERING. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE “RISK FACTORS”, BEFORE MAKING AN INVESTMENT DECISION ABOUT OUR COMPANY.

GENERAL

We sell jewelrytax advisor for legal, business and bullion products to both retail and wholesale customers throughout the United States and makes uncollateralized and collateralized loans to individuals. Our products are marketed through our facilities in Dallas and Carrollton, Texas, Albuquerque, New Mexico, and Mt. Pleasant, South Carolina, and through our four internet websites. Through www.DGSE.com, we operate a virtual store and a real-time auction of our jewelry products. Customers and we buy and sell items of jewelry and are free to set prices intax advice regarding an interactive market. We also offer customers the ability to buy and sell precious metal assets. Customers have access to our two-way markets in all of the most popularly traded precious metal products as well as current quotations for precious metals prices on our other internet website, www.USBullionExchange.com. www.FairchildWatches.com (Fairchild International) provides wholesale customers a virtual catalog of our fine watch inventory. www.CGDEInc.com (Charleston Gold & Diamond Exchange) provides information about our subsidiary and inventory available to purchase, including fine watches, diamonds, rare coins and bullion, and jewelry. Over 7,500 items are available for sale on our internet sites, including $10,000,000 in diamonds, consisting of both inventory and consignments.

Our wholly-owned subsidiary, National Jewelry Exchange, Inc., operates a pawn shop in Carrollton, Texas. We have focused the subsidiary’s operations on sales and pawn loans of jewelry products.

On May 30, 2007, we completed the acquisition of Superior Galleries, Inc. Superior’s principal line of business is the sale of rare coins on a retail, wholesale, and auction basis. Superior’s retail and wholesale operations are conducted in virtually every state in the United States. Superior also provides auction services for customers seeking to sell their own coins. Superior markets its services nationwide through broadcasting and print media and independent sales agents, as well as on the internet through third party websites such as eBay.com, Overstock.com and Amazon.com, and through its own website at SGBH.com. Its headquarters are in Beverly Hills, California. For more information on this acquisition, see the section entitled “Recent Developments” beginning on page 10.

In January 2005, we began offering unsecured payday loans through our wholly-owned subsidiary American Pay Day Centers, Inc.

In July 2004, we sold the goodwill and trade name of Silverman Consultants, Inc.

Our shares of common stock are quoted on the Nasdaq Capital Market under the symbol “DGSE”.

PRINCIPAL EXECUTIVE OFFICE

Our principal executive office is located at 2817 Forest Lane, Dallas, Texas 75234, and our telephone number is (972) 484-3662. Our principal website can be accessed at http://www.DGSE.com/. None of the information on any of our websites forms a part of this prospectus.

The Offering

This prospectus relates to the following shares of our common stock:

·

163,860 shares issued to stockholders of Superior Galleries, Inc., a Delaware corporation which we refer to as Superior, pursuant to the merger of Superior with and into a wholly-owned subsidiary of our company, which we refer to as the acquisition;

·

708,634 shares underlying warrants issued in connection with our acquisition of Superior;

·

801,190 shares underlying two stock options which we issued to Dr. L.S. Smith, our chairman and chief executive officer, in consideration for his personal guarantee of our credit facilities with Gateway National Bank and First American Bank;

·

44,444 shares underlying a stock option which we issued to Dr. Smith in consideration for a personal loan he advanced to us; and

·

400,000 shares underlying stock options issued to our executive officers between 1992 and 2001 as inducement or incentive stock options.

The 163,860 previously issued shares of the 3,118,128 shares offered by this prospectus represent approximately 1.9% of our common shares outstanding on May 31, 2007. Assuming the 2,954,268 shares offered by this prospectus which may be issued pursuant to the exercise of options and warrants are outstanding, then the 3,118,128 shares represent 27.0% of our common stock. These shares are described under the heading “Issuances of Securities to Selling Stockholders”, commencing on page 11 of this prospectus.

RISK FACTORS

An investment in our companysecurities.

Investing in our securities involves a high degree of risk. You should carefully consider the section entitled “Risk Factors” in this prospectus and in any accompanying prospectus supplement before you invest in our securities.

SUMMARY

This summary highlights information contained elsewhere in this prospectus and in filings with the SEC incorporated by reference. You should carefully read the entire prospectus, including “Risk Factors” beginning on page 6, as well as any accompanying prospectus supplement and the documents incorporated herein and therein, before investing in the common stock. When we use the terms “DGSE,” “we,” “us,” or “our,” we are referring to DGSE Companies, Inc., unless the context requires otherwise or we expressly state otherwise in this prospectus.

DGSE Companies, Inc.

Company Overview

We were originally formed as a corporation in the State of Nevada on September 16, 1965 under the name “Canyon State Mining Corporation of Nevada.” After several name changes through the years, in 2005 we changed our name to DGSE Companies, Inc. Our principal executive offices are located at 13022 Preston Rd., Dallas, Texas 75240. Our telephone number is 972-587-4049. Our primary commercial internet addresses are www.DGSE.com and www.CGDEinc.com, and we also maintain www.DGSECompanies.com primarily as a corporate information and investor relations website. We hold registered trademarks for the company name “Dallas Gold & Silver Exchange” and the corresponding logo.

We buy and sell jewelry, diamonds, fine watches, rare coins and currency, precious metal bullion products, scrap gold, silver, platinum and palladium as well as collectibles and other valuables. Our customers include individual consumers, dealers and institutions throughout the United States. Our operations are organized around two primary types of customers, retail customers and wholesale customers.

Customer Types

Retail

After closing several locations in 2014, 2015 and 2016, our retail products and services are currently marketed through five retail locations in South Carolina and Texas, including in a new 4,400 square foot retail space in Euless, Texas, which in January 2016 replaced two smaller locations in the western part of DFW, and a new 15,120 square foot retail space in Dallas, Texas, which, in December 2016, replaced our main showroom and corporate offices. Our retail locations operate under several banners, including Charleston Gold & Diamond Exchange, and Dallas Gold & Silver Exchange, and are supported by websites at www.CGDEinc.com and www.DGSE.com.

Our retail footprint has evolved significantly in recent years, growing and contracting largely in line with changes in the precious metals market. In 2011, as we acquired Southern Bullion, precious metal prices hit all-time highs, but by 2012 the markets had softened significantly. During the year ended December 31, 2013 (“Fiscal 2013”), the precious metals market experienced a significant downturn, as evidenced by a nearly 30% decrease in the price of an ounce of gold, as measured by London PM Fix, between January 1 and December 31, 2013. While prices were more stable in 2014, they remained well below levels reached in 2011. This downturn significantly changed the economics of our business, and led us to further evaluate the number and locations of retail stores, resulting in the closure of all Southern Bullion locations in the first half of Fiscal 2014. The volatility in the price per ounce of gold continued in Fiscal 2015, which decreased 11.5% as compared to Fiscal 2014. The price per ounce of gold did rebound somewhat by August 2016 to $1,350 an ounce, jumping 26%, only to fall to $1,147 an ounce, by years end. Although this resulted in an 8% net gain, in gold prices from December 31, 2015 to December 2016, the volatility was still prevalent during Fiscal 2016 and during the 1st and 2nd quarters of 2017.

Wholesale

Our Fairchild International (“Fairchild”) division is one of the country’s leading dealers of pre-owned fine watches. Fairchild supplies over 1,100 regional jewelry stores across the country, with pre-owned Rolexes and aftermarket Rolex accessories such as bands, bezels and dials. A dealer-only online catalog of Fairchild’s fine watch inventory can be found at our web site at www.Fairchildwatches.com.

In addition to our Fairchild operations, we transact a significant amount of business with wholesalers and other companies in our industry. This wholesale transactional activity occurs at industry-specific trade shows held periodically throughout the year, during in-person and telephonic sales calls, and on industry trade websites that facilitate wholesale trades for our industry.

We are currently in the process of attempting to divest the wholesale fine watch business, but there is no assurance that such divestiture will occur. The Company intends to focus its fine watch business on retail sales and repair services.

Products and Services

Jewelry

We sell items in every major jewelry category, including bridal jewelry, fashion jewelry, custom-made jewelry, diamonds and other gemstones, watches and findings (jewelry components). 

A substantial percentage of our jewelry inventory is purchased directly from our customers at one of our retail locations. These jewelry items and fine watches are then cleaned, serviced and repaired by our experienced jewelers so that they are in a like-new condition and suitable for resale.

The higher-quality diamonds and gemstones we purchase are certified by the Gemological Institute of America (“GIA”) and other third-party certifying authorities for an independent assessment of their quality. This process aides us in readily reselling these stones individually or as a component of our custom bridal and fashion jewelry. Mid-quality diamonds and gemstones are often utilized in custom fashion jewelry or packaged with lower quality stones and sold to wholesalers across the country and abroad.

We maintain relationships with numerous commercial consignment vendors across the country, which supply us with new and estate jewelry, which supplements jewelry that we purchase over the counter and enhances our overall jewelry offering. During Fiscal 2015 and continuing in 2016, we accepted consignment merchandise from individuals. Any sales made from this consignment jewelry stock are settled with our commercial and individual consignment vendors on a monthly or quarterly basis.

We also maintain jewelry repair centers in three of our locations and accept repair, polishing and service orders through all of our retail locations.

Jewelry retailing is highly fragmented and competitive. We compete for jewelry sales primarily against specialty jewelers such as Zales, Jared, and Kay’s, as well as other retailers that sell jewelry including department stores, discount stores, apparel outlets, and internet retailers. The jewelry category competes for a share of our customers’ disposable income with other consumer sectors such as electronics, clothing and furniture, as well as travel and restaurants. This competition for consumers’ discretionary spending is particularly relevant to gift giving, and also has some relevance with respect to bridal jewelry (e.g. engagement, wedding, and anniversary).

Bullion

Our bullion trading operation buys and sells all forms of gold, silver, platinum and palladium precious metals products, including United States and other government coins, private mint medallions, wafers, art bars and trade unit bars. Retail bullion transactions are conducted with individual consumers at all of our store locations and online at www.USBullionExchange.com. Wholesale bullion transactions are conducted through our main bullion trading operation in Dallas, Texas, which maintains numerous vendor relationships with major industry wholesalers, mints and institutions.

Bullion products are purchased and sold based on current market pricing for precious metals. This bullion inventory is subject to market value changes created by the underlying commodity markets. We periodically enter into futures contracts and utilize offsetting customer orders in order to hedge our exposure against changes in market prices. While we believe that we have effectively managed the commodity risk associated with our bullion activity, there are several national and international factors, which are out of our control but may affect margins, customer demand and transactional volume in our bullion business. These factors include but are not limited to: U.S. Federal Reserve policies, inflation rates, global economic uncertainty, governmental and private mint supply and other factors.

Rare Coins, Currency and Collectibles

We buy and sell most numismatic items, including rare coins, currency, medals, tokens and other collectibles. The majority of our rare coin, currency and collectible revenue is derived from individual customers selling their collections to us. We then consolidate these collections and resell them through our retail activities, on the wholesale market through national trade shows, through in-person and telephonic sales calls, and on industry trade websites.

Scrap

Individual and wholesale customers sell their unwanted jewelry and other precious metals items to us at all of our retail locations. After we have purchased these valuables, they are processed at a centralized clearing house, where expert jewelers, gemologists and watchmakers sort items into three main resale categories: Retail Appropriate, Wholesale Appropriate and Refiner Appropriate. Those items deemed appropriate for resale at one of our retail locations are cleaned, serviced and repaired by our experienced jewelers so that they are in a like-new condition. The vast majority of these items are then individually tagged and sent to one of our retail locations for future retail sales. Other items that are not appropriate for our retail locations are grouped into wholesale lots and liquidated at national trade shows or through in-person dealer to dealer transactions. Items that are not appropriate for either retail or wholesale purposes are sold to the refiner.

Elemetal is also the principal refiner of our scrap related products. Several other refiners compete for our business on a regular basis.

Recent Development

On April 19, 2017, DGSE entered into a non-binding letter of intent with Elemetal, LLC (“Elemetal”) and Elemetal Recycling, LLC (“Recycling”) and together with Elemetal, (“Sellers”) to purchase and acquire Sellers’ interest in and to the tangible personal property assets, including inventory, located at 2101 W. Belt Line Road, Carrollton, Texas (the “Belt Line Location”) and certain equipment located at 10707 Composite Drive, Dallas, Texas, and the accounts receivables of Recycling arising from the conduct by Recycling of its business at the Belt Line Location.

In consideration for the assets, DGSE would pay Sellers $16,000,000 in cash along with paying the Sellers approximately $3,800,000 owed by DGSE to Elemetal, or any of its subsidiaries, as a result of bullion-related transactions. Thus, the cash purchase price along with paying the bullion related obligation is expected to be approximately $19,800,000. DGSE would also accept an assignment from Sellers of their rights and obligations under their existing lease for the Belt Line Location and would assume the accounts payable and other liabilities of Recycling arising from the conduct of business at the Belt Line Location.

The letter of intent is non-binding and is subject to numerous conditions, including negotiation and execution of a definitive agreement, approval of the Boards of the parties and approval of Elemetal’s members. No assurance can be made that DGSE will be able to negotiate a mutually satisfactory definitive agreement with Sellers or that the necessary approvals will be obtained.

The Selling Stockholder

Elemetal is a precious metals conglomerate based in Dallas, Texas. Its principal holdings include: Elemetal Direct, a Texas-based wholesale dealer of precious metals; Elemetal Capital, LLC, a leading market maker in the precious metals industries; and Elemetal Recycling, LLC (formerly known as Echo Environmental), a Texas-based firm focusing on electronic waste recycling and precious metal recovery.

Through a series of transactions beginning in 2010, Elemetal now owns 12,814,727 shares of Common Stock (47.7%) (excluding shares that may be purchased upon exercise of a warrant).

In addition to being our largest shareholder, they are the parent of Elemetal Recycling, LLC, from which we are currently negotiating the purchase of certain assets. See also “The Selling Stockholder” for more information.

Our Corporate Information

We were formed as a Nevada corporation in 1965 under the name “Canyon State Mining Corporation of Nevada.” After several name changes through the years, in 2005 we changed our name to DGSE Companies, Inc. Our principal executive offices are located at 13022 Preston Rd., Dallas, Texas 75240. Our telephone number is 972-587-4049. Our primary commercial internet addresses are www.DGSE.com and www.CGDEinc.com, and we also maintain www.DGSECompanies.com primarily as a corporate information included inand investor relations website. The contents of the website are not part of this prospectus, nor is any of its content incorporated herein.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company” as defined in the Securities Exchange Act of 1934, or the Exchange Act, and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies.

The Offering

RISK FACTORS

Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the following risk factorsrisks described in determining whether or not to purchase(i) the shares of common stock offered under this prospectus. You should consider these matterssections entitled “Risk Factors” in conjunctionour most recent Annual Report on Form 10-K and subsequent quarterly, annual and other reports, each as filed with the other information included orSEC, which are incorporated by reference in this prospectus.prospectus in their entirety and (ii) any amendment or updates to our risk factors reflected in subsequent filings with the SEC, including in any applicable prospectus supplements. For more information, see the sections entitled “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information.” In addition to the foregoing risks, you should also carefully consider the risks described below. Our business, financial condition or results of operations or financial condition could be seriously harmed, andmaterially adversely affected by any of these risks. In addition, the trading price of our common stock maysecurities could decline due to any of these risks, and you may lose all or other risks.part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, financial condition or results of operations.

This prospectus contains statementsWe have received a notice of non-compliance with a continued listing standard from the NYSE MKT for our Common Stock. If we are unable to avoid the delisting of our Common Stock from the NYSE MKT, it could have a substantial negative effect on the liquidity and market price of our Common Stock, our access to capital markets and our liquidity and results of operations.

On April 12, 2016, we received a notice from the NYSE MKT LLC (the “MKT”) indicating that constitute forward-looking statements within the meaningwe did not meet continued listing standards of the Private Securities Litigation Reform ActMKT. We were not in compliance with Section 1003(a)(ii) of 1995. These statements appearthe MKT Company Guide (the “Company Guide”) because we reported stockholders’ equity of $3.87 million as of December 31, 2015 and had net losses in a number of places in this prospectus and include statements regarding the intent, belief or current expectationsthree out of our management, directors or officers primarily with respect to our future operating performance. Prospective purchasers of our securities are cautioned that these forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those in the forward-looking statements due to various factors. The accompanying information contained in this prospectus, including the information set forth below, identifies important factors that could cause these differences. See “Special Note Regarding Forward-Looking Statements” on page 9 below.

Risks Relatedfour most recent fiscal years. As a result, we became subject to the Acquisitionprocedures and requirements of Superior Galleries, Inc.

If we fail to effectively integrate Superior’s operations, the combined company may not realize the potential benefitsSection 1009 of the combination.Company Guide.

We submitted a plan of compliance to the MKT on May 12, 2016 addressing how we intend to regain compliance with the continued listing standards of the MKT. The integration Superior willplan was accepted, DGSE was subject to periodic reviews and continued compliance with the plan. If DGSE is not in compliance with the plan as of October 12, 2017 or if DGSE did not make progress consistent with the plan, the MKT may initiate delisting procedures.

On April 20, 2017, we were notified by the NYSE MKT that DGSE continued to be a time-consuming and expensive process and may disruptin non-compliance with certain MKT continued listing standards relating to stockholders’ equity. Specifically, DGSE was not in compliance with Section 1003(a)(iii) of the combined company’s operationsMKT Company Guide (requiring stockholders’ equity of $6.0 million or more if it is not completedhas reported losses from continuing operations and/or net losses in a timelyits five most recent fiscal years) and efficient manner. If this integration effort is not successful,Section 1003 (a)(ii) (requiring stockholders’ equity of $4.0 million or more if it has reported losses from continuing operations and/or net losses in its four most recent fiscal years). As of December 31, 2016, the combined company’s resultsCompany had stockholders’ equity of operations could be harmed, employee morale could decline, key employees could leave, customers could choose notapproximately $5.9 million and net losses in its five most recent fiscal years ended December 31, 2016.

On August 24, 2017, we were notified by the MKT that we were back in compliance with certain continuing listing standards relating to place new orders and the combined company could have difficulty complyingstockholders’ equity. Specifically, DGSE was back in compliance with regulatory requirements. In addition, the combined company may not achieve anticipated synergies or other benefitsSection 1003(a)(iii) of the combination. FollowingMKT Company Guide (requiring stockholders’ equity of $6.0 million or more if it has reported losses from continuing operations in its five most recent fiscal years.) and Section 1003(a)(ii) (requiring stockholders’ equity of $4.0 million or more if it has reported losses from continuing operations in its four most recent fiscal years.) As of June 30, 2017, DGSE had stockholders’ equity of approximately $6.4 million.

DGSE will now be subject to the combination, we must operateMKT’s normal continued listing monitoring. However, in accordance with Superior as a combined organization utilizing common information and communication systems, operating procedures, financial controls and human resources practices. The combined company may encounter the following difficulties, costs and delays involved in integrating their operations:

·

failure to manage relationships with customers and other important constituents successfully;

·

failure of customers to accept new services or to continue using the products and servicesSection 1009(h) of the combined company;

·

difficulties in successfully integrating our management team and employees with those of Superior;

·

challenges encountered in managing larger, more geographically dispersed operations;

·

the loss of key employees;

·

diversionMKT Company Guide, if DGSE is again determined to be below any of the attentioncontinued listing standards within 12 months of managementAugust 24, 2017, the MKT will examine the relationship between the two incidents of noncompliance and re-evaluate DGSE’s method of financial recovery from other ongoing business concerns;the first incident. The MKT will then take the appropriate action, which, depending on the circumstances, may include truncating the compliance procedures described in Section 1009 of the MKT Company Guide or immediately initiate delisting proceedings.

·

potential incompatibilities of technologies and systems;

·

potential difficulties integrating and harmonizing financial reporting systems; and

·

potential incompatibility of business cultures.

If our common stock ultimately were to be delisted for any reason, it would negatively impact us by (i) reducing the combined company’s operations after the combination do not meet the expectations of our or Superior’s existing customers, then these customers may cease doing business with the combined company altogether, which would harm the results of operationsliquidity and financial condition of the combined company.

If the anticipated benefits of the combination are not realized or do not meet the expectations of financial or industry analysts, the market price of our common stock may decline afterstock; and (ii) reducing the combination. The market pricenumber of investors willing to hold or acquire our common stock, may decline as a result of the combination if:

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the integration of DGSE and Superior is unsuccessful;

·

the combined company does not achieve the expected benefits of the combination as quickly as anticipated or the costs of or operational difficulties arising from the combination are greater than anticipated;

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the combined company’s financial results after the combination are not consistent with the expectations of financial or industry analysts;

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the anticipated operating and product synergies of the combination are not realized; or

·

the combined company experiences the loss of significant customers or employees as a result of the combination.

Completion of the combination may result in our stock being delisted from the Nasdaq Capital Market.

The completion of the combination may result in our shares of common stock being delisted from the Nasdaq Capital Market. Under Nasdaq Marketplace Rule 4340(a), an issuer must apply for initial inclusion following a transaction in which the issuer combines with a non-Nasdaq entity if the combination results in a change of control of the issuer and potentially allows the non-Nasdaq entity to obtain a Nasdaq listing. Superior is a non-Nasdaq entity and we do not currently, and may not at the time of the combination, satisfy the initial listing requirements of the Nasdaq Capital Market. Accordingly, if Nasdaq determines that the combination will result in a “change of control” of our company for purposes of its Rule 4340(a), Nasdaq may initiate proceedings to delist our common stock from the Nasdaq Capital Market. In this case, we may seek to be listed on the American Stock Exchange, though it does not currently, and there can be no ass urances that it will at the time of the combination, satisfy the initial listing requirements of the American Stock Exchange.

Completion of the combination may result in dilution of future earnings per share to our stockholders.

The completion of the combination may not result in improved earnings per share of our common stock or a financial condition superior to that which would have been achieved by either us or Superior on a stand-alone basis. The combination could fail to produce the benefits that the companies anticipate, or could have other adverse effects that the companies currently do not foresee. In addition, some of the assumptions that either company has made, such as the achievement of operating synergies, may not be realized. In this event, the combination could result in a reduction of earnings per share as compared to the earnings per share that would have been achieved by us or Superior if the combination had not occurred.

Superior has a history of losses and may incur future losses.

Superior recorded a net loss of $2,489,000 for its fiscal year ended June 30, 2006 and a net loss of $616,000 for its fiscal year ended June 30, 2005. Superior recorded net income of $552,000 for its fiscal year ended June 30, 2004 and has incurred losses in prior fiscal years since July 1999. We cannot be certain that following the combination, Superior will become profitable as our subsidiary. If Superior does not become profitable and sustain profitability, the market price of our common stock may decline.

Risks Related to the Combined Company

To facilitate a reading of the risks that we believe will apply to us and Superior as a combined company following completion of the combination, in referring to “we”, “us” and other first person declarations in these risk factors, we are referring to the combined company as it would exist following the combination.

Changes in customer demand for our products and services could result in a significant decrease in revenues.

Although our customer base commonly uses our products and services, our failure to meet changing demands of our customers could result in a significant decrease in our revenues.

Changes in governmental rules and regulations applicable to the specialty financial services industry could have a negativenegatively impact on our lending activities.

Our lending is subject to extensive regulation, supervision and licensing requirements under various federal, state and local laws, ordinances and regulations. New laws and regulations could be enacted that could have a negative impact on our lending activities.

Fluctuations in our inventory turnover and sales.

We regularly experience fluctuations in our inventory balances, inventory turnover and sales margins, yields on loan portfolios and pawn redemption rates. Changes in any of these factors could materially and adversely affect our profitability and ability to achieve our planned results.

Changes in our liquidity and capital requirements could limit our ability to achieve our plans.

We require continued access to capital, and a significant reduction in cash flows from operations or the availability of credit could materially and adversely affect our ability to achieve our planned growth and operating results. Similarly, if actual costs to build new stores significantly exceeds planned costs, our ability to build new stores or to operate new stores profitably could be materially restricted. The DGSE credit agreement also limits the allowable amount of capital expenditures in any given fiscal year, which could limit our ability to build new stores.

Changes in competition from various sources could have a material adverse impact on our ability to achieve our plans.

We encounter significant competition in connection with our retail and lending operations from other pawnshops, cash advance companies and other forms of financial institutions and other retailers, many of which have significantly greater financial resources than us. Significant increases in these competitive influences could adversely affect our operations through a decrease in the number or quality of payday loans and pawn loans or our ability to liquidate forfeited collateral at acceptable margins.

In the coins and other collectibles business, we will compete with a number of comparably sized and smaller firms, as well as a number of larger firms throughout the United States. Our primary competitors are Heritage Auction Galleries, a large scale coin dealer and auctioneer, and American Numismatic Rarities, a comparably-sized coin auctioneer. Many of our competitors have the ability to attract customers as a result of their reputation and the quality collectibles they obtain through their industry connections. Additionally, other reputable companies that sell or auction rare coins and other collectibles may decide to enter our markets to compete with us. These companies have greater name recognition and have greater financial and marketing resources than we do. If these auction companies are successful in entering the specialized market for premium collectibles in which we participate or if dealers and sellers participate less in our aucti ons, we may attract fewer buyers and our revenue could decrease.

Our earnings could be negatively impacted by an unfavorable outcome of litigation, regulatory actions, or labor and employment matters.

From time to time, we are involved in litigation, regulatory actions and labor and employment matters arising from our normal operations. Currently we are a defendant in several actions. Although we believe the resolution of these actions will not have a material adverse effect on our financial condition, results of operation or liquidity, there can be no assurance as to the ultimate outcome of these or future actions.

A failure in our information systems could prevent us from effectively managing and controlling our business or serving our customers.

We rely on our information systems to manage and operate our stores and business. Each store is part of an information network that permits us to maintain adequate cash inventory, reconcile cash balances daily and report revenues and expenses timely. Any disruption in the availability of our information systems could adversely affect our operation, the ability to serve our customers and our results of operations.

A failure of our internal controls and disclosure controls and procedures, or our inability to comply with the requirements of section 404 of the Sarbanes-Oxley Act in a timely fashion could have a material adverse impact on us and our investors’ confidence in our reported financial information.

Effective internal controls and disclosure controls and processes are necessary for us to provide reliable financial reports and to detect and prevent fraud. We are currently performing the system and process evaluation required to comply with the management certification and auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. This evaluation may conclude that enhancements, modifications or changes to our controls are necessary. Completing this evaluation, performing testing and implementing any required remedial changes will require significant expenditures and management attention. We cannot be certain as to the timing of completion of

our evaluation, testing and remediation actions or the impact of these on our operations. We cannot be certain that significant deficiencies or material weaknesses will not be identified, or that remediation efforts will be timely to allow us to comply with the requirements of Section 404 of the Sarbanes-Oxley Act. If we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act, investors could lose confidence in our reported financial information.

Changes in general economic conditions could negatively affect loan performance and demand for our products and services.

A sustained deterioration in the economic environment could adversely affect our operations by reducing consumer demand for the products we sell.

Interest rate fluctuations could increase our interest expense.

Although the U.S. Federal Reserve halted a sustained period of regular interest rate hikes in August 2006, interest rates could continue to rise which would, in turn, increase our cost of borrowing.

Our success depends on our ability to attract, retain and motivate management and other skilled employees.

Our future success and growth depend on the continued services of our key management and employees. The loss of the services of any of these individuals or any other key employee or contractor could materially affect our business. Our future success also depends on our ability to identify, attract and retain additional qualified personnel. Competition for employees in our industry is intense and we may not be successful in attracting or retaining them. There are a limited number of people with knowledge of, and experience in, our industry. We do not have employment agreements with many of our key employees. We do not maintain life insurance polices on many of our employees. Our loss of key personnel, especially without advance notice, or our inability to hire or retain qualified personnel, could have a material adverse effect on sales and our ability to maintain our technological edge. We cannot guarantee that we will continue to retain our ke y management and skilled personnel, or that we will be able to attract, assimilate and retain other highly qualified personnel in the future.

The voting power in our company is substantially controlled by a small number of stockholders, which may, among other things, delay or frustrate the removal of incumbent directors or a takeover attempt, even if such events may be beneficial to our stockholders.

As of May 31, 2007, Stanford International Bank Ltd., which we refer to as Stanford, and Dr. L.S. Smith, our chairman and chief executive officer, collectively had the power to vote approximately 58% of our voting securities, and beneficially owned approximately 71% of our voting securities on a fully-diluted basis (after giving effect to the exercise of all options and warrants held by them which are exercisable within sixty days of May 31, 2007 but not giving effect to the exercise of any other options or warrants). Consequently, these two stockholders may have sufficient voting power to control the outcome of virtually all corporate matters submitted to the vote of our common stockholders. Those matters could include the election of directors, changes in the size and composition of our board of directors, mergers and other business combinations involving us, or the liquidation of our company. In addition, Stanford and Dr.&nbs p;Smith have entered into a corporate governance agreement with us, which entitles Stanford and Dr. Smith to each nominate two “independent” directors to our board and entitles Dr. Smith, our chairman and chief executive officer, and William H. Oyster, our president and chief operating officer, to be nominated to our board for so long as he remains an executive officer.

Through this control of company nominations to our board of directors and through their voting power, Stanford and Dr. Smith are able to exercise substantial control over certain decisions, including decisions regarding the qualification and appointment of officers, dividend policy, access to capital (including borrowing from third-party lenders and the issuance of additional equity securities), a merger or consolidation with another company, and our acquisition or disposition of assets. Also, the concentration of voting power in the hands of Stanford and Dr. Smith could have the effect of delaying or preventing a change in control of our company, even if the change in control would benefit our other stockholders. The significant concentration of stock ownership may adversely affect the trading price of our common stock due to investors’ perception that conflicts of interest may exist or arise.

We could be subject to sales taxes, interest and penalties on interstate sales for which we have not collected taxes.

Superior has not collected California sales tax on mail-order sales to out-of-state customers, nor has it collected use tax on its interstate mail order sales. We believe that our sales to interstate customers are generally tax-exempt

due to varying state exemptions relative to the definitions of being engaged in business in particular states and the lack of current Internet taxation. While we have not been contacted by any state authorities seeking to enforce sales or use tax regulations, we cannot assure you that we will not be contacted by authorities in the future with inquiries concerning our compliance with current statutes, nor can we assure you that future statutes will not be enacted that affect the sales and use tax aspects of our business.

We may incur losses as a result of accumulating inventory.

In addition to auctioning rare coins on consignment, a substantial portion of the rare coins that Superior sells comes from its own inventory. Superior purchases these rare coins from dealers and collectors and assumes the inventory and price risks of these items until they are sold. If Superior is unable to resell the rare coins that it purchases when it wants or needs to, or at prices sufficient to generate a profit from their resale, or if the market value of the inventory of purchased rare coins were to decline, our revenue would likely decline.

If we experience an increase in the rescission of sales, our revenue and profitability could decrease.

Our operating results could suffer if we experience a significant increase in the number of sales that are rescinded due to questions about title, provenance or authenticity of an item. Superior warrants the title, provenance and authenticity of each item that it sells at auction. A buyer who believes that any of these characteristics is in doubt must notify Superior in writing within a certain number of days after the date of sale of the property. If Superior cannot substantiate the questioned characteristics, the buyer may rescind the purchase and Superior will refund the price paid at auction to the buyer. When a purchase is rescinded, the seller is required to refund the item’s sale price less sellers’ commissions and other sellers’ fees.

Our planned expansion and enhancement of our website and internet operations may not result in increased profitability.

The satisfactory performance, reliability and availability of our website and network infrastructure are and will be critical to our reputation and our ability to attract and retain customers and technical personnel and to maintain adequate customer service levels. Any system interruptions or reduced performance of our website could materially adversely affect our reputation and our ability to attract new customers and technical personnel. We are in the process of development and/or enhancement of several portions of our websites that will offer content and auctions for rare coins that may have a lower average selling price than many of the rare coins in the markets we currently serve, and in the future we plan to integrate various of our websites. Continued development of our websites will require significant resources and expense. If the planned expansion of our websites does not result in increased revenue, we may experience decreased profi tability.

Our website may be vulnerable to security breaches and similar threats which could result in our liability for damages and harm to our reputation.

Despite the implementation of network security measures, our websites are vulnerable to computer viruses, break-ins and similar disruptive problems caused by internet users. These occurrences could result in our liability for damages, and our reputation could suffer. The circumvention of our security measures may result in the misappropriation of customer or other confidential information. Any such security breach could lead to interruptions and delays and the cessation of service to our customers and could result in a decline in revenue and income.

Changes to financial accounting standards and new exchange rules could make it more expensive to issue stock options to employees, which would increase compensation costs and may cause us to change our business practices.

We prepare our financial statements to conform with generally accepted accounting principles, or GAAP, in the United States. These accounting principles are subject to interpretation by the Public Company Accounting Oversight Board, the SEC and various other bodies. A change in those policies could have a significant effect on our reported results and may affect our reporting of transactions completed before a change is announced.

We are subject to new corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements could adversely affect our business.

We face new corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and regulations subsequently adopted by the SEC, the Public Company Accounting Oversight Board and the Nasdaq Capital Market. These laws, rules and regulations continue to evolve and may become increasingly stringent in the future. In particular, we will be required to include management and independent registered public accounting firm reports on internal controls as part of our annual report for the year ending December 31, 2007 pursuant to Section 404 of the Sarbanes-Oxley Act. We are in the process of evaluating our control structure to help ensure that we will be able to comply with Section 404 of the Sarbanes-Oxley Act. We cannot assure you that we will be able to fully comply with these laws, rules and regulations that address corporate governance, internal control reporting and similar matters. Failure to comply with these laws , rules and regulations could materially adversely affect our reputation, financial condition and the value and liquidity of our securities.

The revolving credit facilities with Stanford International Bank Ltd. and Texas Capital Bank, N.A. is each collateralized by a general security interest in our assets. If we were to default under the terms of either credit facility, the lender would have the right to foreclose on our assets.

In December 2005, we entered into a revolving credit facility with Texas Capital Bank, N.A., which currently permits borrowings up to a maximum principal amount of $4.3 million. Borrowings under the revolving credit facility are collateralized by a general security interest in substantially all of our assets (other than the assets of Superior). As of May 25, 2007, $4.3 million was outstanding under the term loan and revolving credit facility. If we were to default under the terms and conditions of the revolving credit facility, Texas Capital Bank would have the right to accelerate any indebtedness outstanding and foreclose on our assets in order to satisfy our indebtedness. Such a foreclosure could have a material adverse effect on our business, liquidity, results of operations and financial position.

In October 2003, Superior entered into a revolving credit facility with Stanford Financial Group Company, which we refer to as SFG, which has assigned the facility to Stanford. The facility currently permits borrowings up to a maximum principal amount of $11.5 million, up to $6 million of which Superior may upstream to DGSE. Borrowings under the revolving credit facility are collateralized by a general security interest in substantially all of Superior’s assets. As of May 31, 2007, $1.9 million was outstanding under the revolving credit facility. If Superior were to default under the terms and conditions of the revolving credit facility, Stanford would have the right to accelerate any indebtedness outstanding and foreclose on Superior’s assets, and, subject to intercreditor arrangements with Texas Capital Bank and other limitations, our assets, in order to satisfy Superior’s indebtedness. Such a foreclos ure could have a material adverse effect on our business, liquidity, results of operations and financial position.

We have not paid dividends on our common stock in the past and do not anticipate paying dividends on our common stock in the foreseeable future.

We have not paid common stock dividends since our inception and do not anticipate paying dividends in the foreseeable future. Our current business plan provides for the reinvestment of earnings in an effort to complete development of our technologies and products, with the goal of increasing sales and long-term profitability and value. In addition, our revolving credit facility with Texas Capital Bank currently restricts, and any other credit or borrowing arrangements that we may enter into may in the future restrict or limit, our ability to pay dividends to our stockholders.

Risks Relating to this Offering and Our Stock

A substantial number of shares we have issued in exempt transactions and in our acquisition of Superior Galleries, Inc. are, or are being made, available for sale on the open market. The resale of these securities might adversely affect our stock price.

The sale of a substantial number of shares of our common stock under our registration statements, or in anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

The 163,860 previously issued shares of the 3,118,128 shares offered by this prospectus represent approximately 1.9% of our common shares outstanding on May 31, 2007. Assuming the 2,954,268 shares offered by this prospectus which may be issued pursuant to the exercise of options and warrants are outstanding, then the 3,118,128 shares represent 27.0% of our common stock. In addition, we issued approximately 3.7 million shares of our common stock pursuant to a registration statement in connection with our acquisition of Superior Galleries, Inc. on May 31, 2007.

Sales of shares pursuant to exercisable options and warrants could lead to subsequent sales of the shares in the public market. These sales, together with sales by other existing stockholders and by our new stockholders who were issued our stock in the Superior acquisition, could depress the market price of our stock by creating an excess in supply of shares for sale. Availability of these shares for sale in the public market could also impair our ability to raise capital by selling equity securities.financing, which would negatively affect our liquidity and results of operations.

Our stock is thinly traded, which can lead to price volatility and difficulty in liquidating your investment.

The trading volume of our stock has been low, which can cause the trading price of our stock to change substantially in response to relatively small orders. During the quarter ended March 31, 2007, the average daily trading volume of our stock was approximately 9,000 sharesThis prospectus and the shares traded as low as $2.38 and as high as $2.98 per share. Both volume and price could also be subject to wide fluctuations in response to the following:

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the introduction of new products by us or by our competitors;

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interest rates and the price of commodities, such as gold; and

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general market perception of jewelry, rare coin and bullion companies.

Shares issued upon the exercise of options and warrants could dilute your stock holdings and adversely affect our stock price.

We have issued options and warrants to acquire common stock to our employees, directors, consultants, guarantors and lenders at various prices, some of which are or may in the future be below the market price of our stock. If exercised, these options and warrants will cause immediate and possibly substantial dilution to our stockholders. We currently have options and warrants for approximately 3.3 million shares outstanding that have exercise prices at or below the recent closing price of our stock on May 30, 2007 of $2.48 per share. Future options issued under our stock option plans may have further dilutive effects.

Nevada law may delay or prevent a potential takeover bid that would be beneficial to common stockholders.

Chapter 78 of the Nevada Revised Statutes contain provisions that may enable our board of directors to discourage, delay or prevent a change in our ownership or in our management. The combinations with interested stockholders provisions of the Nevada Revised Statutes, subject to certain exceptions, restrict the ability of our company to engage in any combination with an interested stockholder for three years after the date a stockholder becomes an interested stockholder, unless, prior to the stockholder becoming an interested stockholder, our board of directors gave approval for the combination or the acquisition of shares which caused the stockholder to become an interested stockholder. If the combination or acquisition was not so approved prior to the stockholder becoming an interested stockholder, the interested stockholder may effect a combination after the three-year period only if either the stockholder receives approval from a majority of the outstanding voting shares, excluding shares beneficially owned by the interested stockholder or its affiliates or associates, or the consideration to be paid by the interested stockholder exceeds certain thresholds set forth in the statute. For purposes of the foregoing provisions, “interested stockholder” means either a person, other than our company or our subsidiaries, who directly or indirectly beneficially owns 10% or more of the voting power of our outstanding voting shares, or one of our affiliates or associates which at any time within three years immediately before the date in question directly or indirectly beneficially owned 10% or more of the voting power of our outstanding shares.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this prospectus and in the documents incorporatedwe incorporate by reference in this prospectus contain forward-looking statements that are not statements of historical fact are forward-looking statements. These statements relate to our future plans, objectives,

expectationsinvolve risks and intentions. You may generally identify these statements by the use of words such as “expect,” “anticipate,” “may,” “might” and similar expressions.

You should not place undue reliance on our forward-looking statements.uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of numerouscertain factors, including the risks and uncertainties that are beyond our control, including those we discuss in the section entitled “Risk Factors” beginning on page 3 and elsewheredescribed in this prospectus and in the documents incorporated by reference in this prospectus. For more information, see “Special Note Regarding Forward-Looking Information.”

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This prospectus, any accompanying prospectus supplement, and the documents we incorporate by reference in this prospectus and any accompanying prospectus supplement, contains forward-looking statements within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. We have attempted to identify forward-looking statements by using words such as “may,” “believe,” “will,” “could,” “project,” “anticipate,” “expect,” “estimate,” “should,” “continue,” “potential,” “plan,” “forecasts,” “goal,” “seek,” “intend,” other forms of these words or similar words or expressions or the negative thereof.

We have based our forward-looking statements on our expectations and projections about trends affecting our business and industry and other future events. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Forward-looking statements are subject to substantial risks and uncertainties that could cause our future business, financial condition, results of operations or performance, to differ materially from our historical results or those expressed or implied in any forward-looking statement. Some of the risks and uncertainties that may cause our or our industry’s actual results levels of activity, performance or achievements to be materially differentdiffer from any future results, levels of activity, performance or achievements expressthose expressed or implied by thesein the forward-looking statements. The informationstatements are described in the section entitled “Risk Factors” in this prospectus speaks onlyand in any accompanying prospectus supplement, as ofwell as in our other filings with the date of this prospectus and the information incorporated herein by reference speaks only as of its date. Except as required by law, we undertake no obligation to update any forward-looking sta tement, whetherSEC. In addition, actual results may differ as a result of new information, future events or otherwise. You should not rely on these statements without also considering theadditional risks and uncertainties associated withof which we are currently unaware or which we do not currently view as material to our business. For these statements and our business.reasons, investors are cautioned not to place undue reliance on any forward-looking statements.

RECENT DEVELOPMENTS

Superior Acquisition. On May 30, 2007, we completed the acquisition of all of the outstanding shares of capital stock of Superior Galleries, Inc., and Superior has become our wholly-owned subsidiary. In connection with this acquisition, we issued approximately 3.7 million shares of our common stock to the Superior stockholders. In addition, we assumed options (including options granted to Superior employees, officers and directors pursuant to Superior’s stock option plans) to acquire approximately 95,380 shares of our common stock in connection with the acquisition. Superior’s principal line of business is the sale of rare coins on a retail, wholesale, and auction basis. Superior’s retail and wholesale operations are conducted in virtually every state in the United States. Superior also provides auction services for customers seeking to sell their own coins. Superior markets its services nationwide through broad casting and print media and independent sales agents, as well as on the Internet through third party websites such as eBay.com, Overstock.com and Amazon.com, and through its own website at SGBH.com. Superior’s principal offices are located in Beverly Hills, California.

Employment Agreements. Upon the consummation of the acquisition of Superior, we entered into amended and restated employment agreements with Dr. L.S. Smith, our chairman and chief executive officer, and William H. Oyster, a director of our board and our president and chief operating officer, and into a new employment agreement with John Benson, our chief financial officer.

Superior Credit Facility. Upon the consummation of the acquisition of Superior, Superior entered into an amended credit facility with Stanford. The amendment decreased the available credit line from $19.89 million to $11.5 million, split into two revolving loans of $5 million and $6.5 million, respectively. Because of the exchange by Stanford of $8.4 million of Superior debt for Superior common stock immediately prior to the consummation of the acquisition of Superior, however, the amended credit facility will continue to have the same availability as Superior’s previous credit line. Loan proceeds can only be used for customer loans consistent with specified loan policies and procedures and for permitted inter-company transactions. Permitted inter-company transactions are loans or dividends paid to us. We guaranteed the repayment of these proceeds pursuant to a secured guaranty in favor of Stanford. The new credit facility matures on May 1, 2012.

USE OF PROCEEDS

We will not receive any proceeds from the sale or other disposition of the shares of common stock or interests therein offered by this prospectus. We will issue an aggregate of 2,954,267 shares of common stock potentially offered byYou should read this prospectus only uponin its entirety, together with any accompanying prospectus supplement, the exercise of stock options and stock purchase warrants by certain of the selling stockholders. If the selling stockholders exercise the stock options and stock purchase warrants for cash, we could receive proceeds of up to approximately $4.1 million. There can be no assurance that the selling stockholders will exercise any of these options or warrants, or, if exercised, that they will be exercised for cash, that any of the underlying shares of common stock will be sold under this prospectus, ordocuments that we will receive any proceeds from the exercise of the stock options or stock purchase warrants.

ISSUANCES OF SECURITIES TO SELLING STOCKHOLDERS

This prospectus covers securities which we issued in several separate transactions.

Superior Acquisition. On May 30, 2007, we completed the acquisition of all of the outstanding stock of Superior Galleries, Inc., which sells rare coins on a retail, wholesale, and auction basis. In connection with the acquisition, we issued shares of our common stock in a private placement to certain of the selling stockholders named in this prospectus who were Superior stockholders. These Superior stockholders exchanged 600,000 shares of their Superior common stock in consideration for 163,860 shares of our common stock, which represents the same exchange ratio applicablefile as exhibits to the other Superior stockholders.

Stock Purchase Warrants. In connection with this acquisition, Stanford converted approximately $8.4 million of Superior debt into Superior common stock and entered into a new five-year credit facility with Superior. The new facility has a $11.5 million credit line, split into two revolving loans of $5 million and $6.5 million, respectively. Superior may use the latter revolving loan to pay dividends or make loans to us, which loans would be subordinated to loans made under our credit facility with Texas Capital Bank, N.A. In consideration for these transactions, we issued stock purchase warrants, which we refer to as the warrants, to Stanford and its designees, which we refer to collectively as the warrant holders, exercisable for an aggregate of 845,634 shares of our common stock at an exercise price of $1.89 per share, which we refer to as the “A” warrants, and an aggregate of 863,000 shares of our common stock at an exercise price of $0.001 per share, which we refer to as the “B” warrants. All of these warrants will be exercisable until May 29, 2014.

Stock Options. On October 8, 2001, as consideration for the personal guarantee by Dr. L.S. Smith, our chairman and chief executive officer and then our largest stockholder, of our $1.2 million loan from Gateway National Bank, we issued Dr. Smith a stock option to acquire 533,333 shares of our common stock at an exercise price of $2.25 per share, then the current market price as quoted on the Nasdaq SmallCap Market. On that same day, in consideration of a $100,000 loan made to us by Dr. Smith, we issued Dr. Smith a stock option to acquire 44,444 shares of our common stock at the same exercise price. On November 5, 2002, as consideration for the personal guarantee by Dr. Smith of our $3 million loan from First American Bank, we issued Dr. Smith a stock option to acquire 267,857 shares of our common stock at an exercise price of $1.12 per share, then the current market price as quoted on th e Nasdaq SmallCap Market. On December 9, 1992, we issued John Benson, our chief financial officer, a stock option to acquire 50,000 shares of our common stock at an exercise price of $1.625 per share as an inducement grant in connection with his joining our company. On December 31, 1993, December 31, 1994 and October 8, 2001 we issued Mr. Benson and William H. Oyster, our president and chief operating officer, stock options to purchase an aggregate of 350,000 shares of our common stock at an exercise price ranging from $2.125 to $2.25 per share. Each of these options was granted with an exercise price equal to the current market as quoted on the Nasdaq SmallCap Market. We refer to each of the stock options described in this paragraph as the options, and their holders as the option holders.

Each of the Superior stockholders and warrant holders represented to us that he is acquiring the securities for investment purposes only and with no present intention of distributing those securities, except in compliance with all applicable securities laws. In addition, each of the Superior stockholders and warrant holders has represented to us that he is qualified as an “accredited investor”, as that term is defined in Rule 501 under the Securities Act of 1933.

We agreed to file a registration statement of which this prospectus is a part, prior to June 4, 2007 to register for resaleand the sharesdocuments that we incorporate by reference into this prospectus and any accompanying prospectus supplement, with the understanding that our future results may be purchased under the warrants. We also agreed to have the registration statement declared effectivematerially different from what we currently expect. The forward-looking statements we make speak only as soon as possible and in any event by August 27, 2007. Once the registration statement is declared effective, we have agreed to keep it continuously effective until the earliest of:

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of the date that noneon which they are made. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations, except as required by applicable law or the rules of the securities required to be registered under the registration statement, which we refer to as the registrable securities, are or may become outstanding;

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the date that all of the registrable securities have been sold pursuant to the registration statement;

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the date that the registrable securities may be sold under the provisions of Rule 144 under the Securities Act without limitation as to volume;

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the date all the registrable securities have been otherwise transferred to persons who may trade such shares without restriction under the Securities Act and the certificates for those securities do not have a restrictive legend; and

·

three years from the date the registration statement became effective.

Thereafter, if Stanford or any of its designees owns any registrable securities and we are eligible to register the registrable securities on a Form S-3, we have agreed to maintain the registration statement effective under the Securities Act to register the resale of the registrable securities at the expense of Stanford and its assignees.

NASDAQ Stock Market. If we do update or correct any forward-looking statements, investors should not comply withconclude that we will make additional updates or corrections.

We qualify all of our registration obligations, we have agreed to issue to each warrant holder, asforward-looking statements by these cautionary statements. 

USE OF PROCEEDS

None of the first dayShares are to be sold by us or for our account, and we will not receive any proceeds from the sale thereof. 

DILUTION

The sale of our failurecommon stock by the Selling Stockholder pursuant to comply and for every consecutive 3-month periodthis prospectus will not result in which we are not in compliance, as liquidated damages, additional “A” warrantsany dilution to purchase five percent ofour stockholders because the aggregate number ofSelling Stockholder is selling outstanding shares of our common stock issuable uponthat it has previously acquired.

The Selling Stockholder

Elemetal, LLC (“Elemetal”) is the exercise“Selling Stockholder.” Elemetal is a precious metals conglomerate based in fullDallas, Texas. Its principal holdings include: Elemetal Direct, a Texas-based wholesale dealer of the “A” warrants then held by each warrant holder. The “A” warrants have an exercise price of $1.89 per share.

SELLING STOCKHOLDERS

We are registering for sale or other disposition shares of our common stock held by the selling stockholders. The term “selling stockholders” includes the stockholders listed below and their transferees, pledgees, donees or other successors.

The following table sets forth information regarding beneficial ownership of our common stock which is based on information provided by the selling stockholders as of May 15, 2007, and supplemented with securities acquiredprecious metals; Elemetal Capital, LLC, a leading market maker in the Superior acquisition. The selling stockholders identified below may have sold, transferred or otherwise disposedprecious metals industries; and Elemetal Recycling, LLC (formerly known as Echo Environmental), a Texas-based firm focusing on electronic waste recycling and precious metal recovery.

Through a series of all or a portion of their shares of common stocktransactions beginning in transactions exempt from the registration requirements of the Securities Act since the date as of which they provided this information.

Except as described below, none of the selling stockholders has held any position or office or had any other material relationship with us or any of our predecessors or affiliates within the past three years other than as a result of the ownership of our securities. We may amend or supplement this prospectus from time to time to update the disclosure set forth in it.

Each of the selling stockholders that is affiliated with a registered broker-dealer purchased the securities described under the heading “Issuances of Securities to Selling Stockholders” in the ordinary course of business and does not have any agreement or understandings, directly or indirectly, to distribute the shares offered by this prospectus.

——————

†

Percentage ownership based on 8,616,003 shares of our common stock outstanding as of the close of business on May 30, 2007. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to those shares.

*

Less than one percent.

(1)

Dr. Smith is a director and our chairman and chief executive officer. Includes 577,777 and 267,857 shares currently exercisable under stock options with exercise prices of $2.25 and $1.12 per share, respectively,

which shares are being offered hereby, and 493,282 shares subject to proxies pursuant to which Dr. Smith holds sole voting power.

(2)

Dr. Smith and Stanford are parties to a corporate governance agreement with us which entitles Stanford and Dr. Smith to each nominate two independent directors (as the term “independent director” is defined for purposes of the Nasdaq Capital Market listing standards) to our board of directors and entitles Dr. Smith and Mr. Oyster to be nominated to our board for so long as he remains an executive officer of our company. For more information, see the section entitled “Risk Factors” beginning on page 3 of this prospectus.

(3)

Mr. Oyster is a director and our president and chief operating officer. Includes 250,000 shares currently exercisable under stock options with an average exercise price of $2.23 per share, which shares are being offered hereby. In addition, Mr. Oyster has granted Dr. Smith a proxy to vote 38,615 of his currently outstanding shares.

(4)

Mr. Benson is our chief financial officer. Includes 150,000 shares currently exercisable under stock options with an average exercise price of $2.02 per share, which shares are being offered hereby. In addition, Mr. Benson has granted Dr. Smith a proxy to vote his 11,500 shares currently outstanding.

(5)

Stanford was2010, NTR Metals, LLC (“NTR”) became the largest stockholdershareholder of Superior prior to our acquisition of Superior and provides Superior with an $11.5 million credit line. Includes 422,817 and 431,500 shares currently exercisable under stock purchase warrants with exercise prices of $1.89 and $0.001 per share, respectively, which shares are being offered hereby.

(6)

Includes 40,965 shares of our common stock acquired in exchange for 150,000 shares of Superior common stock in connection with our acquisition of Superior, and 97,777 and 107,875 shares currently exercisable under stock purchase warrants with exercise prices of $1.89 and $0.001 per share, respectively, all of which shares are being offered hereby.

(7)

All shares are currently exercisable under stock purchase warrants with an exercise price of $1.89 per share, all of which shares are being offered hereby.

DESCRIPTION OF DGSE CAPITAL STOCK

The following is a summary of the rights of our common stock and related provisions of our articles of incorporation and bylaws. This summary is not complete. For more detailed information, please see our articles of incorporation and bylaws, which have been filed in their entirety with the SEC. See the section entitled “Where You Can Find More Information” beginning on page 15.

Our authorized capital stock consists of 30,000,000 shares of common stock, par value $0.01 per share.

Asshare (“Common Stock”). In April 2012, NTR announced its merger with OPM, the largest American-owned refiner of May 31, 2007, 8,616,003“good delivery” gold and silver. The combined company was originally called Global Metals Holdings, LLC, and has since been rechristened as Elemetal. In January 2013, NTR announced it would contribute 4,393,142 of its shares of our common stock were issued and outstanding.

Dividend Rights. The holders of outstandingCommon Stock to Elemetal, in exchange for ownership units in Elemetal. NTR also agreed to contribute its option to buy 5,000,000 additional shares of DGSE Common Stock at $15 a share, which expired unexercised on October 25, 2016. On December 9, 2016, DGSE and NTR closed the transactions contemplated by the Stock Purchase Agreement dated June 20, 2016 (the “Elemetal Agreement”) whereby DGSE issued NTR 5,948,560 shares of Common Stock for $0.41 per share in exchange for the cancellation and forgiveness of indebtedness under a Loan Agreement dated July 19, 2012 and an associated Revolving Credit Note (which indebtedness and accrued interest was $2,438,909). Also on the same date and pursuant to the Elemetal Agreement, DGSE issued Elemetal 8,536,585 shares of its Common Stock for $0.41 per share and a warrant to purchase an additional 1,000,000 shares of Common Stock at an exercise price of $0.65 per share, exercisable within two years after December 9, 2016, in exchange for the cancellation and forgiveness of $3,500,000 of trade payables owed to Elemetal as a result of bullion-related transactions. Following these stock issuances Elemetal owns 12,814,727 shares of Common Stock (47.7%) (excluding shares that may be purchased upon exercise of the warrant) and NTR owns 6,365,460 shares of Common Stock (23.7%). In connection with the December 9, 2016 transaction, DGSE entered into a Registration Rights Agreement with Elemetal and NTR, pursuant to which Elemetal has requested that the shares hereunder be registered.

In addition to being our common stocklargest shareholder, they are entitled to receive dividends outthe parent of assets legally available atElemetal Recycling, LLC, from which we are currently negotiating the time and in the amounts as our boardpurchase of directorscertain assets. For more information, see “Summary.”

PLAN OF DISTRIBUTION

The Shares may be offered from time to time determine. To date,by the Selling Stockholder and any of its assignees and succesors-in-interest. No Shares are being offered or sold by us or for our account and we havewill not paidreceive any cash dividends.

Voting Rights. Eachproceeds from the sale of the Shares. We will bear all costs associated with the offering and sale of the Shares, other than any underwriting discounts, agency fees, brokerage commissions or similar costs applicable to the sale of any Shares. These costs will be borne by the holder of shares of our common stock is entitledthe Shares sold. We have also agreed to one vote for each share held on all matters submitted to a vote of our stockholders. Pursuant toindemnify Elemetal and, if applicable, certain other participants in the requirements ofoffering against certain liabilities under the Nevada Private Corporations Law and our bylaws, the holders of our common stock may cumulate their votes for the election of directors of DGSE if any stockholder gives notice, at the annual meeting prior to voting, of his or her intention to cumulate his or her votes.Securities Act.

No Preemptive or Similar Rights. Our common stock is not entitled to preemptive rights and is not subject to conversion or redemption.

Right to Receive Liquidation Distributions. Upon a liquidation, dissolution or winding-up of our company, the assets legally available for distribution to stockholders are distributable ratably among the holders of our common stock outstanding at that time.

Amendment of Bylaws. Our stockholders have the right to adopt, amend or repeal our bylaws. Subject to this right of our stockholders, our board of directors may adopt, amend or repeal the bylaws, other than to change the maximum authorized number of directors.

Transfer Agent

The transfer agent for our common stock is Registrar & Transfer Company.

Listing

Our common stock is quoted on the Nasdaq Capital Market under the symbol “DGSE”.

PLAN OF DISTRIBUTION

The selling stock1holders may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales mayShares could be at fixed or negotiated prices. The selling stockholders may use anysold by one or more of the following methods, whenwithout limitation:

A holder of the Shares may effect transactions by selling shares:

·

ordinary brokerage transactionsthe Shares directly to purchasers or through or to brokers or dealers, and transactionsbrokers or dealers may receive compensation in which the broker-dealer solicits purchasers;

·

block trades in whichform of commissions, discounts or concessions from the broker-dealer will attempt to sellselling holder or from the sharespurchasers of the Shares for whom they may act as agent butor to whom they may positionsell as principal, or both (which compensation as to a particular broker or dealer may be in excess of customary commissions). Any brokers and reselldealers engaged by a portionselling holder may arrange for other brokers or dealers to participate in effecting sales of the blockShares.  These brokers or dealers may act as principal to facilitate the transaction;

·

purchases byprincipals, or as agents of a broker-dealer as principal and resale by the broker-dealer for its account;

·

an exchange distribution in accordance with the rules of the applicable exchange;

·

privately negotiated transactions;

·

short sales;

·

broker-dealersselling holder. Broker-dealers may agree with thea selling stockholdersholder to sell a specified number of such sharesShares at a stipulated price per share;share. If the broker-dealer is unable to sell Shares acting as agent for a selling holder, it may purchase as principal any unsold Shares at the stipulated price. Broker-dealers who acquire Shares as principals may thereafter resell the Shares from time to time in transactions on any stock exchange or automated interdealer quotation system on which the Shares are then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above.

·

a combinationAny of any such methods of sale; and

·

any other method permittedthe Shares which qualify for sale pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 or Rule 144A under the Securities Act if available,of 1933 may be sold under those rules rather than under this prospectus.

The

A selling stockholdersholder may alsoenter into hedging transactions with broker-dealers, and the broker-dealers may engage in short sales againstof the box, puts and calls and other transactionsShares in our securities or derivativesthe course of our securities and may sell or deliver shareshedging the positions they assume with that selling holder, including without limitation in connection with these trades.

Broker-dealers engageddistributions of the Shares by those broker-dealers. A selling holder may enter into option or other transactions with broker-dealers that involve the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts fromdelivery of the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributableShares to the sale of shares will be borne bybroker-dealers, who may then resell or otherwise transfer those Shares pursuant to this prospectus (as supplemented or amended to reflect that transaction). In addition, a selling stockholder. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on tha t person under the Securities Act.

The selling stockholdersholder may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to timeshort, and in those instances, this prospectus may be delivered in connection with the short sales and the Shares offered under this prospectus after we have filed an amendmentmay be used to this prospectus under Rule 424(b)(3)cover short sales. A selling holder may also pledge the Shares offered hereby to a broker-dealer or other applicable provisionfinancial institution, and, upon a default, the broker-dealer or other financial institution may effect sales of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to timepledged Shares under this prospectus after we have filed an amendment(if required, as supplemented or amended to this prospectus under Rule 424(b)(3) or other applicable provisionreflect those transactions).

At the time a particular offering of the Securities ActShares is made, if required, a prospectus supplement will be distributed that will set forth the number of 1933

amendingShares being so offered and the listterms of selling stockholders to include the pledgee, transfereeoffering, including the name or names of any underwriters, brokers, dealers or agents, the purchase price paid by any underwriter for Shares purchased, any discounts, commissions and other successors in interest as selling stockholders under this prospectus.

The selling stockholderscompensation and any broker-dealersdiscounts, commissions or concessions allowed or reallowed or paid to dealers, and the proposed selling price to the public. Any underwriters, brokers, dealers or agents that are involvedwho participate in selling the sharesdistribution of common stocksuch Shares may be deemed to be “underwriters” within the meaning of"underwriters" under the Securities Act, in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares of common stock purchaseddiscounts, commissions or concessions received by them may be deemed to be underwriting commissions or discountscompensation under the Securities Act.

In connection with this offering, if made through an underwriter, the underwriter may engage in transactions on the Nasdaq National Market that stabilize, maintain or otherwise affect the price of our common stock. Specifically, the underwriter may over-allot this offering, creating a syndicate short position. The underwriter may bid for and purchase shares of our common stock in the open market to cover this syndicate short position or to stabilize the price of our common stock. In addition, an underwriting syndicate may reclaim selling concessions from syndicate members and selected dealers if a participating underwriter repurchases previously distributed common stock in syndicate covering transactions, in stabilization transactions or otherwise, or if a participating underwriter receives a report that indicates that the clients of such syndicate members have "flipped" the common stock. Also, in connection with this offering, certain underwriters and selling group members (if any) who are qualified market makers on the Nasdaq National Market may engage in passive market making transactions in our common stock on the Nasdaq National Market in accordance with Rule 103 of Regulation M under the Exchange Act. Passive market makers must comply with applicable volume and price limitations and must be identified as such. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker's bid, however, its bid must then be lowered when certain purchase limits are exceeded. These activities may stabilize or maintain the market price of our common stock at a level above that which might otherwise prevail in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

The Selling Stockholder and any underwriters, broker-dealers or agents that participate in the sale of the common stock may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be deemed to be underwriting discounts and commissions under the Securities Act.

A Selling Stockholder who is an “underwriter” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to statutory liabilities, including, but not limited to, liability under Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act. The Selling Stockholder has acknowledged that it understands its obligations to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M.

To our knowledge, there are currently no plans, arrangements or understandings between the Selling Stockholder and any underwriter, broker-dealer or agent regarding the sale of the common stock. The Selling Stockholder may not sell any common stock described in this prospectus and may not transfer, devise or gift these securities by other means not described in this prospectus.

We are requiredobligated to payuse our reasonable best efforts to keep the registration statement of which this prospectus is a part effective until the earlier to occur of (i) three (3) years from the effective date of this registration statement, (ii) the date when all feesof the securities registered hereby are disposed of in accordance with the terms of the registration statement or (iii) the date when the shares are no longer Registrable Securities under the registration rights agreement.

Our obligation to keep the shelf registration statement of which this prospectus is a part effective is subject to specified, permitted exceptions.  In these cases, we may prohibit offers and expenses incident to the registrationsales of the shares of common stock. We have agreedstock pursuant to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.shelf registration statement.

The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If

When we are notified by any selling stockholderthe Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of the shares of common stock, if required,covered by this prospectus through a block trade, special offering, exchange distribution or secondary distribution or purchase by a broker or dealer, we will file a supplement to this prospectus. Ifprospectus, if required, pursuant to Rule 424(b) under the selling stockholders useSecurities Act, or, if appropriate, a post-effective amendment to the registration statement of which this prospectus foris a part, disclosing (a) the name of the Selling Stockholder and of the participating broker-dealer or dealers, (b) the number of shares of common stock involved, (c) the price at which the common stock was sold, (d) the commissions paid or discounts or concessions allowed to such broker-dealer or dealers, if applicable, and (e) other facts material to the transaction. In addition, when we are notified by the Selling Stockholder that a donee or pledgee intends to sell more than 500 shares, a supplement to this prospectus will be filed.

We may suspend the use of this prospectus if we learn of any saleevent that causes this prospectus to include an untrue statement of a material fact required to be stated in the prospectus or necessary to make the statements in the prospectus not misleading in light of the circumstances then existing. If this type of event occurs, a prospectus supplement or post-effective amendment, if required, will be distributed to each Selling Stockholder. The Selling Stockholder may not trade securities from the time the Selling Stockholder receives notice from us of this type of event until the Selling Stockholder receives a prospectus supplement or amendment.

LEGAL MATTERS

Certain legal matters, including the validity of the issuance of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act.

The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling stockholders.

LEGAL MATTERS

Selected legal matters with respect to this offering and the validity of the common stock offered by this prospectus will be passed upon for us by Sheppard, Mullin, RichterKolesar & HamptonLLP, San Diego, California.Leatham, Las Vegas, Nevada.

EXPERTS

Our consolidated financial statements incorporated in this prospectus by reference from our annual report on Form 10-K for our fiscal year ended December 31, 2005 have been audited by BKR Cornwell Jackson, an independent registered public accounting firm, to the extent and for the periods set forth in its report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon the authority of said firm as experts in auditing and accounting.EXPERTS

The consolidated financial statements of Superior incorporated in this prospectus by reference from our prospectus filed on April 26, 2007 pursuant to Rule 424(b) under the Securities Act have been audited by Singer Lewak Greenbaum & Goldstein

Whitley Penn LLP, an independent registered public accounting firm, tohas audited the extent andconsolidated financial statements of DGSE included in our Annual Report on Form 10-K, for the periodsyears ended December 31, 2015 and 2016 as set forth in itstheir report on our consolidated financial statements, which is incorporated by reference in this prospectus and have been soelsewhere in this registration statement. Such consolidated financial statements of DGSE are incorporated by reference in reliance upon the report of such firmon Whitley Penn LLP’s reports, given uponon the authority of saidsuch firm as experts in auditingaccounting and accounting.auditing.

WHERE YOU CAN FIND MORE INFORMATION

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This prospectus is part of a registration statement on Form S-3 that was filed with the Securities and Exchange Commission. This prospectus and any subsequent prospectus supplements do not contain all“incorporates by reference” certain of the information in the registration statement. We have omitted from this prospectus some parts of the registration statement as permitted by the rules and regulations of the SEC. In addition, we file annual, quarterly and current reports proxy statements and other information with the SEC. You may read and copy any documents that we have filed with the SEC atunder the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the operation of the Public Reference Room. In addition, the SEC maintains an internet website (http://www.sec.gov/)Exchange Act. This means that contains certain reports, proxy statements and other information regarding our company and Superior.

INFORMATION INCORPORATED BY REFERENCE

We have elected to incorporate certain information by reference into this prospectus. By incorporating by reference, we can discloseare disclosing important information to you by referring you to other documents we have filed or will file with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus. This prospectus incorporates by reference the documents set forth below that we have previously filed with the SEC:

·

Our annual report on Form 10-K for the fiscal year ended December 31, 2006,those documents. Information filed with the SEC on April 2, 2007;

·

Our quarterly report on Form 10-Q forafter the fiscal quarter ended March 31, 2007,date of this prospectus will update and supersede this information. The following documents filed with the SEC on May 7, 2007;are incorporated by reference (other than information in such documents that is deemed, in accordance with SEC rules, to have been furnished and not filed):

·

Our current reports on Form 8-K filed on January 9, 2007 (except for the information furnished pursuant to Item 7.01 and Exhibits 99.6 and 99.7), March 30, 2007, May 11, 2007, and May 31, 2007 (except for the information furnished pursuant to Item 7.01 and Exhibit 99.9);

·

Our proxy statement/prospectus filed on April 26, 2007 pursuant to Rule 424(b) under the Securities Act; and

·

The description of our Common Stock, which iscontained in our registration statement on Form 8-A filedAny subsequent filings we make with the SEC on June 23, 1999.

We also incorporate by reference all(other than information in such documents we file pursuantthat is deemed, in accordance with SEC rules, to have been furnished and not filed) under Section 13(a), 13(c), 14 or 1515(d) of the Securities Exchange Act (File No. 0-28104) prior to the termination of 1934the offering, as well as after the date of the initial registration statement and prior to effectiveness of the registration statement.

We also incorporate by reference all documents we file in the future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus and prior to the termination of the offering.

You may obtain copies of these documents on the website maintained by the SEC at http://www.sec.gov/, or from us without charge (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents) by writing or telephoning us at DGSE Companies, Inc., 2817 Forest Lane, Dallas, Texas 75234, Attention:  Investor Relations, (972) 484-3662.

Any statement, contained in a document incorporated orshall be deemed to be incorporated by reference into this prospectus. Any statement contained in this prospectus or in a document incorporated by reference shall be deemed to be modified or superseded for theall purposes of this prospectus to the extent that a later statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference hereinthose documents modifies or supersedes that earlier statement. Any statementstatements so modified or superseded shallwill not be deemed except as so modified or superseded, to constitute a part of this prospectus except as so modified or superseded. In addition, any supplement prepared in relation to this prospectus shall be deemed to supersede for all purposes any earlier supplement prepared in relation to this prospectus.

We will provide each person to whom a copy of this prospectus has been delivered, without charge, upon receipt of a written or oral request, a copy of any of the documents referred to above as being incorporated by reference. You may request a copy by writing or telephoning Investor Relations, c/o DGSE Companies, Inc., 13022 Preston Rd., Dallas, Texas 75240 (telephone: 972-587-4049 )

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the resale of the Shares offered by this prospectus.  This prospectus is part of that registration statement, but does not contain all of the information in the registration statement.  We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC.  For more detail about us and any securities that may be offered by this prospectus, you may examine the registration statement on Form S-3 and the exhibits filed or incorporated by reference into the registration statement at the locations listed below.

We are subject to the information requirements of the Securities Exchange Act of 1934. In accordance with the Exchange Act, we file reports, proxy statement and other information with the SEC. Such reports, proxy statements and other information can be inspected and copied at prescribed rates at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. The SEC also maintains a website athttp://www.sec.gov that contains reports, proxy and information statements and other information. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our common stock is listed on the NYSE MKT exchange and reports and information concerning us can also be inspected through such exchange. We intend to furnish our stockholders with annual reports containing audited financial statements and such other periodic reports as we deem appropriate or as may be required by law. Our website is www.dgse.com and the investor relations section is on our website. We make available, free of charge, on or through the investor relations section of our website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

As described in Item 15 of this Registration Statement, DGSE has agreed to indemnify its directors and officers, which may extend to liability under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth our costs andthe various expenses payable by the Registrant in connection with the registration for resale of our common stock. Allsale and distribution of the securities being registered hereby. The Registrant is paying all of the Selling Stockholder’ expenses related to this offering, except that the Selling Stockholder will pay any applicable broker’s commissions and expenses. All amounts shown are estimatesestimated except the Securities and Exchange Commission registration fee.

Item 15. Indemnification

Does not include expense of Directorspreparing prospectus supplements and Officers.other expenses relating to specific offerings made pursuant to this prospectus.

Under

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Sections 78.7502 and 78.751 of the Nevada law,General Corporation Law authorizes a corporation’s board of directors or shareholders to grant, by articles of incorporation, bylaws, agreement, vote or otherwise, and authorizes a court to award, indemnity to officers, directors and other corporate agents.

DGSE’s articles of incorporation, as amended (the “Articles”), provide that directors and officers are not personally liable for breaches of their fiduciary duties, except to the extent such liability cannot be eliminated by applicable law. DGSE’s bylaws, as amended (the “Bylaws”), provided that the board of directors may authorize the indemnification of its directors and officers to the fullest extent permitted by law.

Pursuant to this authority, DGSE has entered into various indemnification agreements whereby it has agreed to indemnify its directors and officers for specific liabilities that they may incur while serving in such capacities so long as they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of DGSE, and, with respect to any criminal proceeding, had no reasonable cause to believe their conduct was unlawful. These agreements further provide that, notwithstanding anything in the agreement, to the extent that a director or officer is, not individually liable to the corporation or its stockholders for any damages as a resultby reason of any act or failure to act in his or her capacity as a director or officer unless it is proven that such act or failure to act constituted a breach of fiduciary duties as a director or officer; and the breach of those duties involved intentional misconduct, fraud or a knowing violation of law. Such provisions, however, will not eliminate a director or officer’s liability to the corporation in the case of a judgment of ouster rendered against a corporation on account of the misconduct of the director or officer, a violation of Nevada state securities laws, or certain other violations of law.

Under Section 78.7502 of the Nevada Revised Statutes, a corporation may indemnify any person who was or is a party or is threatened to be madecorporate status, a party to (or a participant in) and is successful, on the merits or otherwise, in any threatened, pendingproceeding, he shall be indemnified to the maximum extent permitted by law against all expenses actually and reasonably incurred by him or completed action, suiton his behalf in connection therewith. These indemnification agreements provide for the maximum indemnity allowed to directors and officers by applicable law. DGSE believes that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

The Nevada General Corporation Law permits DGSE to purchase and maintain insurance or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the rightmake other financial arrangements on behalf of the corporation, by reason of the fact that suchany person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against the person and liability and expenses including attorneys’ fees, judgments, fines and amounts paidincurred by the person in settlement actually and reasonably incurred in connection with the action, suit or proceeding, but only if such person (i) did not breach his or her fiduciary duties in a manner involving intentional misconduct, fraud or a knowing violation of law, or ( ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is not eligible for indemnification. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or wascapacity as a director, officer, employee or agent, or arising out of his or her status as such, whether or not the corporation has the authority to indemnify such a person against such liability and expenses. In accordance with this provision, DGSE currently maintains directors’ and officers’ liability insurance, which may insure against director or officer liability arising under the Securities Act.

The limitation of liability and indemnification provisions that are included in the Articles, Bylaws, applicable law and in indemnification agreements that DGSE enters into with its directors and officers may discourage stockholders from bringing a lawsuit against DGSE’s directors and officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against DGSE’s directors and officers, even though an action, if successful, might benefit DGSE and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that DGSE pays the costs of settlement and damage awards against directors and executive officers as required by the applicable indemnification provisions. At present, DGSE is not aware of any pending litigation or proceeding involving any person who is or was one of its directors, officers, employees or other agents or is or was serving at theits request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including amounts paid in settlementfor which indemnification is sought, and attorneys’ fees actually and reasonably incurred in connection with the defense or settlement of the action or suit, but only if such person (i) didDGSE is not breach his or her fiduciary duties in a manner involving intentional misconduct, fraud or a knowing violation of law, or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defenseaware of any action, suit or proceeding referred tothreatened litigation that may result in this paragraph, or in defense of any claim, issue or matter therein, Section 78.7502(3) provideclaims for mandatory indemnification for him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense. The Section further provides that indemnification may not be made for any claim, issue or matter as to which such a person has been finally adjudged to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court determines the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.indemnification.

Registrant’s Articles of Incorporation provides that any person who is or was a director or officer of the corporation shall not be personally liable for any breach of his or her fiduciary duties as a director or officer, except to the extent such liability may not be eliminated by applicable law from time to time in effect.

The foregoing summariesstatements are necessarily subject to the completedetailed provisions of the Nevada General Corporation Law and the full text of the statute, Articles of Incorporation, Bylawscorporate documents and agreements referredreferenced above.

Reference is made to above and are qualified in their entirety by reference thereto.

The registrant maintains liability insuranceItem 17 for the benefitRegistrant’s undertakings with respect to indemnification for liabilities arising under the Securities Act.

Insofar as indemnification for liabilities arising under the Securities Act of its1933 may be permitted to directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and officers.Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.]

Item 16. Exhibits.

EXHIBITS.

See Index of Exhibits.

Item 17. Undertakings.

(a) UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however,, that subsectionsparagraphs (i), (ii) and (iii) next above do not apply if the information required to be included in a post-effective amendment by those subsectionsparagraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; andSIGNATURES

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness;provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jur isdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on May 31, 2007.October 6, 2017.

POWER OF ATTORNEY

KNOW ALL PERSONSMEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dr. L.S. Smitheach of John R. Loftus and William H. Oyster, jointlyBret Pedersen, and severally, the undersigned’seach of them singly, his true and lawful attorney-in-factattorneys-in-fact and agent, eachagents, with full power of substitution and resubstitution, for the undersigned andhim in his or her name, place and stead, in any and all capacities, (including the undersigned’s capacity as a director and/or officer of DGSE Companies, Inc.), to sign any or all amendments (including post-effective amendments) to this registration statement and any otheradditional registration statement forstatements relating to the same offering, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-factattorneys-in-fact and agentagents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully forto all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agent,agents, or hisany of them, or her substitute, acting alone,their substitutes, may lawfully do or cause to be done by virtue hereof.thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

INDEX TOOF EXHIBITS

The following documents are filed as exhibits to this registration statement: