U.S. Securities and Exchange Commission
                             Washington, D.C. 20549


                                    FORM 10-Q


           [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended March 31, 1999, or

           [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                SECURITIES EXCHANGE ACT OF 1934
                For the transition period from ____________ to ____________


                         Commission file number 000-25866


                        PHOENIX GOLD INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


             OREGON                                      93-1066325
  (State or other jurisdiction                        (I.R.S. Employer
  of incorporation or organization)                 Identification Number)


9300 NORTH DECATUR STREET, PORTLAND, OREGON                97203
   (Address of principal executive offices)              (Zip code)


                                 (503) 288-2008
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [ X ] No [ ]

There were 3,248,745 shares of the issuer's common stock outstanding as of April
30, 1999.


                                       1
<PAGE>

<TABLE>
<CAPTION>
                        PHOENIX GOLD INTERNATIONAL, INC.
                 FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1999


                                      INDEX
                                      -----

Part I.        FINANCIAL INFORMATION                                                                              Page

<S>                                                                                                                <C>
               Item 1.     Financial Statements

                           Balance Sheets at March 31, 1999 (unaudited)
                           and September 30, 1998 (audited)                                                          3

                           Statements of Earnings for the Three and Six Months Ended
                           March 31, 1999 and 1998 (unaudited)                                                       4

                           Statements of Cash Flows for the Six Months Ended
                           March 31, 1999 and 1998 (unaudited)                                                       5

                           Notes to Financial Statements                                                             6

               Item 2.     Management's Discussion and Analysis of Financial Condition
                           and Results of Operations                                                                 8


Part II.       OTHER INFORMATION

               Item 4.     Submission of Matters to a Vote of Security Holders                                      12


SIGNATURES                                                                                                          13

INDEX TO EXHIBITS                                                                                                   14

</TABLE>


                                       2
<PAGE>

<TABLE>
<CAPTION>
                                        PHOENIX GOLD INTERNATIONAL, INC.
                                                 BALANCE SHEETS


                                                                              MARCH 31,           SEPTEMBER 30,
                                                                                1999                  1998
                                                                          ------------------    ------------------
                                                                             (UNAUDITED)            (AUDITED)
<S>                                                                       <C>                    <C>
ASSETS

Current assets:
    Cash and cash equivalents                                             $         2,599        $        2,602
    Accounts receivable, net                                                    3,919,912             4,287,965
    Inventories                                                                 6,017,253             6,886,720
    Prepaid expenses                                                              294,504               169,621
    Deferred taxes                                                                410,000               446,000
                                                                          ------------------    ------------------
        Total current assets                                                   10,644,268            11,792,908

Property and equipment, net                                                     2,191,329             2,522,005
Goodwill, net                                                                     197,892               217,702
Deferred taxes                                                                    565,000               567,000
Other assets                                                                      170,780               108,513
                                                                          ------------------    ------------------

        Total assets                                                       $   13,769,269        $   15,208,128
                                                                          ==================    ==================


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                       $      794,065        $    1,781,341
    Line of credit                                                                700,000               900,000
    Accrued payroll and benefits                                                  341,083               420,209
    Other accrued expenses                                                        377,581               448,214
    Current portion of long-term obligations                                      214,890               222,529
                                                                          ------------------    ------------------
        Total current liabilities                                               2,427,619             3,772,293

Long-term obligations                                                             834,393               938,233

Shareholders' equity:
    Preferred stock;
        Authorized - 5,000,000 shares; none outstanding                                 -                     -
    Common stock, no par value;
        Authorized - 20,000,000 shares
        Issued and outstanding - 3,248,745 and 3,464,745 shares                 7,192,422             7,548,822
    Retained earnings                                                           3,314,835             2,948,780
                                                                          ------------------    ------------------
        Total shareholders' equity                                             10,507,257            10,497,602
                                                                          ------------------    ------------------

        Total liabilities and shareholders' equity                         $   13,769,269        $   15,208,128
                                                                          ==================    ==================


                        SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>
                                         PHOENIX GOLD INTERNATIONAL, INC.
                                              STATEMENTS OF EARNINGS
                                                    (UNAUDITED)




                                                        THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                             MARCH 31                          MARCH 31
                                                  ------------------------------    -------------------------------
                                                       1999            1998              1999             1998
                                                  --------------- --------------    ---------------  --------------

<S>                                               <C>             <C>               <C>               <C>
Net sales                                         $   6,200,066   $   6,613,495     $  12,866,001     $ 12,671,496

Cost of sales                                         4,526,449       4,825,618         9,471,332        9,468,822
                                                  --------------  --------------    --------------    -------------

    Gross profit                                      1,673,617       1,787,877         3,394,669        3,202,674

Operating expenses:
    Selling                                             795,642         967,358         1,582,323        1,722,411
    General and administrative                          572,467         619,173         1,114,644        1,185,451
                                                  --------------  --------------    --------------    -------------

     Total operating expenses                         1,368,109       1,586,531         2,696,967        2,907,862
                                                  --------------  --------------    --------------    -------------

Income from operations                                  305,508         201,346           697,702          294,812

Other income (expense):
    Interest expense                                    (39,789)        (87,351)          (88,647)        (184,790)
    Other income, net                                         -               -                 -            7,975
                                                  --------------  --------------    --------------    -------------

     Total other income (expense)                       (39,789)        (87,351)          (88,647)        (176,815)
                                                  --------------  --------------    --------------    -------------

Earnings before income taxes                            265,719         113,995           609,055          117,997

Income tax expense                                     (106,000)        (46,000)         (243,000)         (47,000)
                                                  --------------  --------------    --------------    -------------

Net earnings                                      $     159,719   $      67,995     $     366,055     $     70,997
                                                  ==============  ==============    ==============    =============

Earnings per share - basic and diluted            $        0.05   $        0.02     $        0.11     $       0.02
                                                  ==============  ==============    ==============    =============

Average shares outstanding - basic                    3,248,745       3,464,745         3,342,503        3,464,650
                                                  ==============  ==============    ==============    =============

Average shares outstanding - diluted                  3,248,745       3,464,745         3,342,503        3,465,587
                                                  ==============  ==============    ==============    =============



                        SEE NOTES TO FINANCIAL STATEMENTS

</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>
                                       PHOENIX GOLD INTERNATIONAL, INC.
                                           STATEMENTS OF CASH FLOWS
                                                  (UNAUDITED)

                                                                                      SIX MONTHS ENDED
                                                                                           MARCH 31,
                                                                              ----------------------------------
                                                                                   1999               1998
                                                                              ---------------    ---------------

<S>                                                                           <C>                <C>
Cash flows from operating activities:
    Net earnings                                                              $    366,055       $     70,997
    Adjustments to reconcile net earnings to
     net cash provided by (used in) operating activities:
        Depreciation and amortization                                              489,038            506,875
        Deferred taxes                                                              38,000             32,000
        Changes in operating assets and liabilities:
            Accounts receivable                                                    368,053            396,323
            Inventories                                                            869,467            329,431
            Prepaid expenses                                                      (124,883)          (129,402)
            Other assets                                                           (80,002)           (10,576)
            Accounts payable                                                      (987,276)          (263,234)
            Accrued expenses                                                      (149,759)           (25,224)
                                                                              ---------------    ---------------

    Net cash provided by operating activities                                      788,693            907,190

Cash flows from investing activities:
    Capital expenditures, net                                                     (120,817)          (168,069)
                                                                              ---------------    ---------------

    Net cash used in investing activities                                         (120,817)          (168,069)

Cash flows from financing activities:
    Line of credit, net                                                           (200,000)          (571,100)
    Repayment of long-term obligations                                            (111,479)          (194,979)
    Purchase of common stock                                                      (356,400)                 -
    Proceeds from exercise of stock options                                              -             26,957
                                                                              ---------------    ---------------

    Net cash used in financing activities                                         (667,879)          (739,122)
                                                                              ---------------    ---------------

Decrease in cash and cash equivalents                                                   (3)                (1)

Cash and cash equivalents, beginning of period                                       2,602              2,603
                                                                              ---------------    ---------------

Cash and cash equivalents, end of period                                      $      2,599       $      2,602
                                                                              ===============    ===============

Supplemental disclosures:
    Cash paid for interest                                                    $     80,000       $    190,000
    Cash paid for income taxes                                                     120,000                  -



                        SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>


                                       5
<PAGE>

                        PHOENIX GOLD INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - UNAUDITED FINANCIAL STATEMENTS

      Certain  information and note disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been omitted from these  unaudited  financial  statements.  These unaudited
financial statements should be read in conjunction with the financial statements
and notes  included  in the  Company's  Annual  Report on Form 10-K for the year
ended September 30, 1998 filed with the Securities and Exchange Commission.  The
results of operations for the three- and six-month  periods ended March 31, 1999
are not  necessarily  indicative of the operating  results for the full year. In
the opinion of management, all adjustments,  consisting only of normal recurring
accruals,  have been made to present fairly the Company's  financial position at
March 31, 1999 and the results of its  operations  for the three- and  six-month
periods  ended  March 31,  1999 and 1998 and its cash  flows for the  six-months
ended March 31, 1999 and 1998.


NOTE 2 - REPORTING PERIODS

      The Company's fiscal year is the 52-week or 53-week period ending the last
Sunday in  September.  Fiscal  1999 and fiscal  1998 are  52-week  years and all
quarters are 13-week  periods.  For  presentation  convenience,  the Company has
indicated in these financial  statements that its fiscal year ended on September
30 and that the three and six months presented ended on March 31.


NOTE 3 - PROSPECTIVE ACCOUNTING CHANGE

      In June 1997, the Financial Accounting Standards Board issued Statement of
Financial  Accounting Standards (SFAS) No. 131, DISCLOSURES ABOUT SEGMENTS OF AN
ENTERPRISE  AND RELATED  INFORMATION.  SFAS No. 131  establishes  standards  for
disclosure about operating segments in annual financial  statements and selected
information in interim  financial  reports.  It also  establishes  standards for
related  disclosures  about  products and services,  geographic  areas and major
customers.  This  statement  supersedes  SFAS No. 14,  FINANCIAL  REPORTING  FOR
SEGMENTS OF A BUSINESS  ENTERPRISE.  SFAS No. 131 will be effective for the year
ending September 30, 1999 and requires that comparative information from earlier
years be restated to conform to the requirements of this standard.  Phoenix Gold
operates in a single  industry  segment.  Adoption of SFAS No. 131 may result in
additional  disclosures in the notes to financial  statements,  but will have no
impact on the financial statements.


                                       6
<PAGE>

NOTE 4 - INVENTORIES

      Inventories  are stated at the lower of cost or market and  consist of the
following:

<TABLE>
<CAPTION>
                                                             MARCH 31,              SEPTEMBER 30,
                                                                1999                     1998
                                                        ---------------------    ---------------------

<S>                                                       <C>                      <C>            
      Raw materials                                       $     2,294,735          $     2,732,112
      Work-in-process                                               8,682                    8,527
      Finished goods                                            3,646,583                4,058,828
      Supplies                                                     67,253                   87,253
                                                        ---------------------    ---------------------
          Total inventories                               $     6,017,253          $     6,886,720
                                                        =====================    =====================
</TABLE>


NOTE 5 - PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
      Property and equipment consist of the following:

                                                             MARCH 31,              SEPTEMBER 30,
                                                                1999                     1998
                                                        ---------------------    ---------------------

<S>                                                       <C>                      <C>            
      Machinery, equipment, and vehicles                  $    4,595,458           $     4,526,903
      Leasehold improvements                                   1,575,320                 1,527,834
       Construction in progress                                   51,611                    46,835
                                                        ---------------------    ---------------------
                                                               6,222,389                 6,101,572
      Less accumulated depreciation
        and amortization                                      (4,031,060)               (3,579,567)
                                                        ---------------------    ---------------------
          Total property and equipment, net               $    2,191,329           $     2,522,005
                                                        =====================    =====================
</TABLE>

NOTE 6 - LINE OF CREDIT

      During  December  1998, the  Company  renewed its $5.5  million  revolving
operating line of credit on essentially the same terms through December 1999.


NOTE 7 - COMMITMENTS

      The Board of Directors has  authorized  the Company to purchase up to $1.0
million of Company  common  stock.  On December 15, 1998,  the Company  acquired
216,000 shares of its common stock from a third party for $356,400.

      During  December  1998,  the Company  exercised its option to purchase the
facility  which it leases under an operating  lease.  The purchase price is $3.1
million  and the  closing  is  expected  to occur on June 30,  1999.  Management
intends to sell and leaseback the facility as soon as the purchase is completed.
The completion of the sale and leaseback  transaction assumes that management is
able to locate a buyer and negotiate the sale and leaseback on acceptable  terms
to the Company. There is no assurance that management will be able to identify a
buyer for the  facility  and to  negotiate a sale and  leaseback  on  acceptable
terms. 


                                       7
<PAGE>

ITEM 2: MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND
        RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
---------------------

      Net sales  decreased  $413,000,  or 6.3%,  to $6.2  million  for the three
months ended March 31, 1999, compared to $6.6 million for the three months ended
March 31, 1998 due principally to decreased  international sales. Domestic sales
increased  $428,000,  or 9.8%,  to $4.8 million for the three months ended March
31, 1999  compared to $4.4  million for the three  months  ended March 31, 1998.
International  sales  decreased  37.8% to $1.4  million from $2.2 million in the
comparable 1998 period.  The decrease resulted  primarily from an 62.7% decrease
in sales to Europe offset in part by an 19.9% increase in sales to the Asian and
other international markets.  International sales represented 22.4% and 33.7% of
net sales for the three months ended March 31, 1999 and 1998, respectively.  The
Company  expects  international  sales for fiscal 1999 to remain at levels lower
than historically achieved due to current world-wide economic conditions.

      Net sales for the six months ended March 31, 1999 increased  $195,000,  or
1.5%,  to $12.9  million  from $12.7  million for the six months ended March 31,
1998 due to increased  domestic sales offset in part by decreased  international
sales.  Domestic sales increased $1.6 million, or 19.4%, to $9.6 million for the
six months  ended  March 31, 1999  compared  to $8.1  million for the six months
ended March 31, 1998.  For the six months  ended March 31,  1999,  international
sales  decreased  29.8% to $3.2 million from $4.6 million in the comparable 1998
period. The decrease resulted primarily from decreased sales to Europe and other
international  markets.  International  sales represented 25.1% and 36.3% of net
sales for the six months ended March 31, 1999 and 1998, respectively.

      Gross profit remained unchanged at 27.0% of net sales for the three months
ended March 31, 1999 and 1998, respectively.  Gross profit increased to 26.4% of
net sales for the six months ended March 31, 1998 from 25.3% for the  comparable
prior  period.  The increase was  primarily  due to an increased  percentage  of
domestic versus  international  sales for the six months ended March 31, 1999 as
compared to the first half of fiscal 1998.

      Operating   expenses  consist  of  selling,   general  and  administrative
expenses.  Total operating expenses decreased $218,000,  or 13.8%, to $1,368,000
for the three months ended March 31, 1999 compared to  $1,587,000  for the three
months  ended March 31,  1998.  Operating  expenses  were 22.1% and 24.0% of net
sales  in the  respective  three-month  periods.  Operating  expenses  decreased
$211,000,  or 7.3%,  to  $2,697,000  for the six  months  ended  March 31,  1999
compared to the comparable period in fiscal 1998.  Operating expenses were 21.0%
and 22.9% of net sales in the respective six month periods.

      Selling expenses decreased  $172,000,  or 17.8%, to $796,000 for the three
months  ended  March 31,  1999,  compared to $967,000  for the  comparable  1998
period.  Selling  expenses  were 12.8% and 14.6% of net sales in the  respective
three-month periods. Selling expenses decreased 8.1% in the first half of fiscal
1999,  to $1.6  million,  compared to $1.7  million for the first half of fiscal
1998.  Selling  expenses were 12.3% and 13.6% of net sales in the respective six
month periods.  The decreased  selling expenses were due to reduced  promotional
activities and sales incentive programs.


                                       8
<PAGE>

      General  and  administrative  expenses  decreased  $47,000,  or  7.5%,  to
$572,000 for the three months ended March 31, 1999, compared to $619,000 for the
comparable fiscal 1998 period. General and administrative expenses were 9.2% and
9.4%  of  net  sales  in  the  respective   three-month  periods.   General  and
administrative expenses decreased 6.0% in the first half of fiscal 1999, to $1.1
million, compared to $1.2 million for the first half of fiscal 1998. General and
administrative  expenses were 8.7% and 9.4% of net sales in the  respective  six
month periods.  The decreased  general and  administrative  expenses were due to
lower payroll costs as a result of decreases in personnel.

      Interest  expense  decreased  by $48,000 to $40,000  for the three  months
ended March 31,  1999,  compared to $87,000 for the three months ended March 31,
1998.  Interest  expense  decreased  by $96,000 to $89,000 for the first half of
fiscal 1999 compared to $185,000 for the first half of fiscal 1998. The decrease
was due to decreased  borrowings  and lower  interest  rates on the  outstanding
borrowings.

      Net earnings were  $160,000,  or $0.05 per share (basic and diluted),  for
the three months ended March 31, 1999,  compared to net earnings of $68,000,  or
$0.02 per share (basic and diluted),  for the three months ended March 31, 1998.
Net earnings were $366,000, or $0.11 per share (basic and diluted),  for the six
months ended March 31, 1999,  compared to net earnings of $71,000,  or $0.02 per
share (basic and diluted),  for the comparable 1998 period.  The increase in net
earnings  was due to  improved  gross  margin and cost  control  programs  which
reduced operating expenses in dollar amount and as a percentage of sales.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

      The Company's  primary  needs for funds are for working  capital and, to a
lesser extent, capital expenditures.  The Company financed its operations during
the six  months  ended  March  31,  1999  from  cash  generated  from  operating
activities.  Net cash provided by operating  activities was $789,000 for the six
months  ended March 31, 1999.  When cash flow from  operations  exceeds  current
needs,  the Company pays down in part the balance owing on its operating line of
credit rather than  investing  and  accumulating  excess cash,  resulting in low
reported cash balances.

      Accounts receivable decreased $368,000,  inventories decreased by $869,000
and accounts payable decreased $987,000 during the first half of fiscal 1999 due
to management's  continuing  efforts to improve  working capital  efficiency and
reduce outstanding  liabilities.  Prepaid expenses increased $125,000 during the
six months  ended  March 31,  1999,  primarily  due to trade show  deposits  and
insurance costs incurred in the beginning of the Company's fiscal year. The line
of credit was  decreased by $200,000  due to cash  generated  by  reductions  in
accounts  receivable and  inventories.  Overall,  net working capital  increased
$196,000 during the first half of fiscal 1999.

      During  November  1998,  the Board of Directors  authorized the Company to
purchase up to $1.0 million of Company  common stock.  On December 15, 1998, the
Company  acquired  216,000  shares of its common  stock  from a third  party for
$356,400 financed by borrowings under the Company's operating line of credit.


                                       9
<PAGE>

      The Company made capital expenditures of $121,000 for the six months ended
March 31, 1999.  Management  anticipates that discretionary capital expenditures
for  the  remainder  of  fiscal  1999  will  be  approximately  $200,000.  These
anticipated  expenditures  will be financed by proceeds  from the line of credit
and cash provided from operations.

      During  December  1998,  the Company  exercised its option to purchase the
office and manufacturing  facility which it leases under an operating lease. The
purchase  price is $3.1 million and the closing is expected to occur on June 30,
1999.  Management  intends to sell and  leaseback  the  facility  as soon as the
purchase is completed.  The  completion  of the sale and  leaseback  transaction
assumes that  management  is able to locate a buyer and  negotiate  the sale and
leaseback  on  acceptable  terms  to the  Company.  There is no  assurance  that
management  will be able to identify a buyer for the facility and to negotiate a
sale and leaseback on acceptable terms.

      During  December  1998,  the Company  renewed its $5.5  million  revolving
operating line of credit on essentially the same terms through December 1999. As
of March 31, 1999,  the Company was  eligible to borrow $4.4  million  under the
line of credit.  Borrowings  under the line of credit  were  $700,000 as of that
date.

      The Company has assessed  its  exposure to market risks for its  financial
instruments  and  has  determined  that  its  exposures  to such  risks  are not
material.


YEAR 2000 CONVERSION
--------------------

      The  Company  has begun a process  to prepare  its  computer  systems  and
applications for the Year 2000 date conversion. The process includes a review of
information  systems used in the Company's internal business as well as by third
party  vendors,  manufacturers  and  suppliers.  The Company  has  substantially
completed its internal  assessment  of Year 2000  conversion  requirements.  The
Company's products do not include embedded technology, such as microcontrollers.
The  Company's  third  party  interfaces,  such as those  with its  vendors  and
customers,  are not computerized,  and the Company's information systems utilize
standard, readily available business software. As a result, the Company believes
the effect of the Year 2000 conversion on its business will not be material.

      Information systems that are determined not to be Year 2000 compliant will
be modified, upgraded or replaced through acquisition and implementation of "off
the shelf" upgrades to existing  information  system software.  A portion of the
upgrades has already been  acquired  from third party  vendors at a cost of less
than  $20,000,  and the  balance  of the  upgrades  is  believed  to be  readily
available.  The Company plans to implement such upgrades  during fiscal 1999 and
believes the aggregate cost of all such upgrades will not be material.

      There can be no assurance,  however,  because of the existence of numerous
systems and related  components  within the Company and the  interdependency  of
these systems,  that certain systems at the Company, or systems at entities that
provide  services or goods for the Company,  will operate in the Year 2000.  The
Company is continuing to evaluate the risks to the Company of failure to be Year
2000 compliant and to develop a contingency  plan.  Although no assurance can be
given,  the inability to complete the Company's Year 2000 conversion on a timely
basis or the failure of a system at the  Company or at an entity  that  provides
services and goods to the Company is not  expected to have a material  impact on
future operating  results,  financial  condition or cash flows.  


                                       10
<PAGE>

FORWARD-LOOKING STATEMENTS
--------------------------

      This Report contains  "forward-looking  statements"  within the meaning of
the  Private  Securities  Litigation  Reform  Act of  1995,  including,  without
limitation,  statements  as  to  expectations,   beliefs  and  future  financial
performance,  that are based on current  expectations and are subject to certain
risks,  trends and  uncertainties  that could cause actual  results to vary from
those  projected,  which  variances  may have a material  adverse  effect on the
Company.  Among the factors that could cause actual results to differ materially
are the following: business conditions and growth in the car audio, professional
sound and custom  audio/video and home theater markets and the general  economy;
business  conditions  in  international  markets;   changes  in  the  number  of
customers;  the  timing  and size of orders  by  dealers,  distributors  and OEM
customers;  competitive factors such as rival products and price pressures;  the
failure of new products to compete  successfully in existing or new markets; the
failure to achieve timely  improvement in the manufacturing ramp with respect to
new  products;  changes in product mix;  availability  and price of  components,
subassemblies and products  supplied by third party vendors;  and cost and yield
issues associated with production at the Company's factory.


                                       11
<PAGE>

                           PART II. OTHER INFORMATION


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company held its annual meeting of shareholders on February 16, 1999. Voting
common shareholders took the following actions at the meeting:

1. The  shareholders  elected the following  nominees to the Company's  Board of
Directors to serve until the next annual meeting of  shareholders or until their
successors are elected and qualified:

<TABLE>
<CAPTION>
                                          Shares               Shares               Shares               Broker
                 Name                    Voted for            Withheld            Abstaining            Non-votes

<S>                                      <C>                   <C>                     <C>                  <C>
      Keith A. Peterson                  3,185,765              9,650                  0                    0
      Timothy G. Johnson                 3,182,765             12,650                  0                    0
      Robert A. Brown                    3,185,765              9,650                  0                    0
      Edward A. Foehl                    3,185,765              9,650                  0                    0
      Frank G. Magdlen                   3,182,765             12,650                  0                    0

</TABLE>


2. The  shareholders  voted to ratify  management's  selection  of auditors  for
fiscal 1999 by the  affirmative  vote of  3,186,061  shares,  with 9,100  shares
voting  against  ratification  and 254 shares  abstaining.  There were no broker
non-votes with respect to this proposition.


                                       12
<PAGE>

                                   SIGNATURES


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                        PHOENIX GOLD INTERNATIONAL, INC.



                        /s/ Joseph K. O'Brien
                        --------------------------------
                        Joseph K. O'Brien
                        Chief Financial Officer
                        (Principal Financial and Accounting Officer)

Dated:  May 7, 1999


                                       13
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

       Exhibit                                                                                           Page
       -------                                                                                           ----

        <S>                                                                                              <C> 
        10.1        Nonstatutory Stock Option Agreement dated February 16, 1999
                    between the Company and Frank G. Magdlen                                              15

        27          Financial Data Schedule                                                               20
</TABLE>


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