DALLAS GOLD & SILVER EXCHANGE INC /NV/
SC 13D, 2000-10-04
JEWELRY STORES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                                 (RULE 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
             TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
                                TO RULE 13d-2(a)



                      DALLAS GOLD AND SILVER EXCHANGE, INC.
--------------------------------------------------------------------------------
                                (NAME OF ISSUER)


                                  COMMON STOCK
--------------------------------------------------------------------------------
                         (TITLE OF CLASS OF SECURITIES)



                                   235-077104
--------------------------------------------------------------------------------
                                 (CUSIP NUMBER)


                                  EDWARD WHITE
                         21700 OXNARD STREET, SUITE 400
                            WOODLAND HILLS, CA 91367
                                 (818) 716-1120
                  (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
                AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)


                                  JULY 19, 2000
--------------------------------------------------------------------------------
                      (DATE OF EVENT WHICH REQUIRES FILING
                               OF THIS STATEMENT)

        If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].



                         (Continued on following pages)



                                  Page 1 of 4
<PAGE>   2


CUSIP No. 235-077104                    13D     Page    2     of    4      Pages
         ---------------------                       --------    --------

  (1)     NAMES OF REPORTING PERSONS
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          (ENTITIES ONLY)
          EDWARD WHITE
          ---------------------------------------------------------------------

  (2)     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a)   [ ]
                                                                    (b)   [X]

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

  (3)     SEC USE ONLY

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

  (4)     SOURCE OF FUNDS*
             OO
          ---------------------------------------------------------------------

  (5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
          TO ITEMS 2(d) OR 2(e)                                        [ ]

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

  (6)     CITIZENSHIP OR PLACE OF ORGANIZATION
              USA
          ---------------------------------------------------------------------

                       (7)     SOLE VOTING POWER
  NUMBER OF                       0
   SHARES              --------------------------------------------------------
 BENEFICIALLY          (8)     SHARED VOTING POWER
  OWNED BY                        275,000
    EACH               --------------------------------------------------------
  REPORTING            (9)     SOLE DISPOSITIVE POWER
 PERSON WITH                      0
                       --------------------------------------------------------
                       (10)    SHARED DISPOSITIVE POWER
                                  275,000
                       --------------------------------------------------------

 (11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               275,000
          ---------------------------------------------------------------------

 (12)     CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
          SHARES*                                                         [ ]

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

 (13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                   5.8%
          ---------------------------------------------------------------------

 (14)     TYPE OF REPORTING PERSON*
                   IN
          ---------------------------------------------------------------------

                    *SEE INSTRUCTIONS BEFORE FILLING OUT!



                                  Page 2 of 4
<PAGE>   3

CUSIP No. 235-077104                    13D     Page    3     of    4      Pages
         ---------------------                       --------    --------


ITEM 1. SECURITY AND ISSUER

        The title of the class of equity securities to which this Statement on
Schedule 13D (this "Statement') relates is the common stock, $.01 par value per
share ("Common Stock") of Dallas Gold and Silver Exchange, Inc., a Nevada
corporation ("Issuer"), whose address is 2817 Forest Lane, Dallas, Texas 75234.

ITEM 2. IDENTITY AND BACKGROUND

        This Statement is filed on behalf of Edward White (the "Reporting
Person"). The Reporting Person is a co-trustee of the Allen E. Paulson Living
Trust (UDT dated 12/23/86) (hereinafter referred to as, the "Trust") along with
John Michael Paulson. The Reporting Person does not affirm that he and John
Michael Paulson comprise a "group." The Reporting Person is a U.S. citizen. His
principal occupation is accounting, and he is the senior partner at Edward White
and Company, a certified public accounting firm, which is located at 21700
Oxnard Street, Suite 400, Woodland Hills, California 91367.

        During the last five years, the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
nor been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he is or was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

        Before Allen Paulson's death on July 19, 2000, he had transferred all of
his shares of Common Stock to the Trust. He had continued to report on Schedule
13D those shares as beneficially owned by him, because he was trustee of the
Trust and the Trust was revocable by him. Upon his death, all shares of Common
Stock subject to the Trust became irrevocably vested in the Trust and beneficial
ownership passed to the Reporting Person and John Michael Paulson as the
successor co-trustees of the Trust.

ITEM 4. PURPOSE OF TRANSACTION

        The Reporting Person's/Trust's acquisition of securities was for
investment purposes.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

        See Item 3 and rows 7-10 on page 2 of this Statement. The Trust directly
owns 275,000 outstanding shares of Common Stock. This represents approximately
5.8% of the outstanding shares of Common Stock. Issuer's most recent Form 10-QSB
disclosed that at July 12, 2000 there were 4,728,004 outstanding shares of
Common Stock. The Reporting Person and John Michael Paulson share voting power
and dispositive power as to those 275,000 shares.



                                  Page 3 of 4
<PAGE>   4

CUSIP No. 235-077104                    13D     Page    4     of    4      Pages
         ---------------------                       --------    --------


        John Michael Paulson's principal occupation is real estate development.
His address, and the address of Nevastar Investments Corp., the organization in
which his real estate business is conducted, is 2250 East Tropicana #19-121, Las
Vegas, Nevada 89119. John Michael Paulson is a U.S. citizen. During the last
five years, John Michael Paulson has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which he is or was subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.

        No transactions in Common Stock were effected by the Reporting Person in
the past 60 days, except for the transfer of beneficial ownership by operation
of Allen Paulson's death on July 19, 2000. See Item 3.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER

        None.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

        None.

                                    SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.

July 29, 2000


                                                    /s/ Edward White
                                                    ---------------------------
                                                    Edward White

Attention: Intentional misstatements or omissions of fact constitute federal
           criminal violations (see 18 U.S.C. 1001).



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