DALLAS GOLD & SILVER EXCHANGE INC /NV/
8-K, 1997-02-04
JEWELRY STORES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23, 1997



                      DALLAS GOLD AND SILVER EXCHANGE, INC.
                      -------------------------------------
             (Exact name of registrant as specified in its charter)



                                     NEVADA
                                     ------
                 (State or other jurisdiction of incorporation)




               1-11048                             88-0097334
               -------                             ----------
       (Commission file number)       (IRS employer identification number)



                      2817 Forest Lane, Dallas, Texas 75234
                      -------------------------------------
                     (Address of principal executive office)





        Registrant's telephone number, including area code: (972)484-3662


<PAGE>

Item 2. Acquisition or Disposition of Assets:

     In January 1997,  Dallas Gold And Silver  Exchange,  Inc.  (the  "Company")
formed a new wholly-owned  subsidiary,  Eye Media, Inc. On January 28, 1997, Eye
Media,  Inc. acquired certain assets owned by National Media Mail, Inc. for cash
in the amount of $ 20,000.00 and hired nine former  employees of National  Media
Mail, Inc. The assets purchased include rights,  title and interest in a certain
patent pending and a certain registered service mark for ("The Gathering"),  one
of the largest College Web Sites on the Internet located at WWW.TAKEME.COM.  The
purchase also included  certain  computer and office equipment and furniture and
fixtures. Eye Media, Inc. is a Internet/Intranet Web Site development company in
addition  to owning  and  operating  The  Gathering.  Both Eye Media,  Inc.  and
National Media Mail, Inc. are located in Newport Beach, California.


     In addition,  on January 23, 1997 the Company  purchased  197,963 shares of
its outstanding  common stock. The consideration  paid for these shares was cash
in the amount of $ 148,472.25.  These shares were purchased from  CardioDynamics
International   Corporation  located  in  San  Diego,  California.   After  this
transaction, the Company has 4,419,732 shares of common stock outstanding.


                                   SIGNATURE

In  accordance  with  section 13 and 15(d) of the Exchange  Act, the  Registrant
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.


                                          Dallas Gold And Silver Exchange, Inc.


Dated: February 4, 1997                   /s/ Dr. L.S. Smith             
                                         -------------------------------------
                                         Dr. L.S. Smith
                                         Chairman of the Board









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