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 December 31, 2000,

                                       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 0-25866


                        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) 286-9300
              (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  3,026,945  shares of the  issuer's  common stock  outstanding  as of
January 31, 2001.



                                       1
<PAGE>


                        PHOENIX GOLD INTERNATIONAL, INC.
                FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2000


                                      INDEX
                                      -----

<TABLE>
<CAPTION>
Part I.     FINANCIAL INFORMATION                                                    Page
                                                                                     ----
            <S>         <C>                                                          <C>
            Item 1.     Financial Statements

                        Balance Sheets at December 31, 2000
                          and September 30, 2000 (unaudited)                         3

                        Statements of Earnings for the Three Months Ended
                          December 31, 2000 and 1999 (unaudited)                     4

                        Statements of Cash Flows for the Three Months Ended
                          December 31, 2000 and 1999 (unaudited)                     5

                        Notes to Financial Statements                                6

            Item 2.     Management's Discussion and Analysis of Financial
                          Condition and Results of Operations                        9

            Item 3.     Quantitative and Qualitative Disclosure About Market
                          Risk                                                       11

Part II.    OTHER INFORMATION

            Item 6.     Exhibits and Reports on Form 8-K                             12


SIGNATURES                                                                           13

INDEX TO EXHIBITS                                                                    14
</TABLE>










                                       2
<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                        PHOENIX GOLD INTERNATIONAL, INC.
                                 BALANCE SHEETS
                                   (UNAUDITED)

                                                   DECEMBER 31,    SEPTEMBER 30,
                                                       2000            2000
                                                  --------------  --------------
ASSETS

Current assets:
    Cash and cash equivalents                     $      79,421   $   1,653,683
    Accounts receivable, net                          4,321,570       4,170,885
    Inventories                                       6,916,826       5,744,860
    Prepaid expenses                                    368,549         229,049
    Deferred taxes                                      350,000         315,000
                                                  --------------  --------------
        Total current assets                         12,036,366      12,113,477

Property and equipment, net                             850,030         807,139
Goodwill, net                                           316,951         138,459
Deferred taxes                                          615,000         610,000
Other assets                                            553,954         285,127
                                                  --------------  --------------
        Total assets                              $  14,372,301   $  13,954,202
                                                  ==============  ==============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Line of credit                                $     345,338   $           -
    Accounts payable                                    968,441         797,249
    Accrued payroll and benefits                        418,401         557,099
    Other accrued expenses                              426,100         346,318
    Income taxes payable                                 19,911          40,910
                                                  --------------  --------------
        Total current liabilities                     2,178,191       1,741,576

Deferred gain on sale of facility                       833,659         858,178

Commitments and contingencies                                 -               -

Shareholders' equity:
    Preferred stock;
        Authorized - 5,000,000 shares; none
        outstanding                                           -               -
    Common stock, no par value;
        Authorized - 20,000,000 shares
        Issued and outstanding - 3,026,945 and
        3,026,945 shares                              6,550,928       6,550,928
    Retained earnings                                 4,809,523       4,803,520
                                                  --------------  --------------
        Total shareholders' equity                   11,360,451      11,354,448
                                                  --------------  --------------
        Total liabilities and shareholders'
        equity                                    $  14,372,301   $  13,954,202
                                                  ==============  ==============

                        SEE NOTES TO FINANCIAL STATEMENTS



                                       3
<PAGE>


                        PHOENIX GOLD INTERNATIONAL, INC.
                             STATEMENTS OF EARNINGS
                                   (UNAUDITED)


                                                         THREE MONTHS ENDED
                                                             DECEMBER 31,
                                                     ---------------------------
                                                         2000           1999
                                                     ------------   ------------


Net sales                                            $ 5,630,957    $ 6,975,646

Cost of sales                                          4,277,414      5,174,877
                                                     ------------   ------------

    Gross profit                                       1,353,543      1,800,769


Operating expenses:
    Selling                                              795,467        926,769
    General and administrative                           577,778        531,387
                                                     ------------   ------------

        Total operating expenses                       1,373,245      1,458,156
                                                     ------------   ------------

Income (loss) from operations                            (19,702)       342,613

Other income (expense):
    Interest income                                       28,837          8,360
    Interest expense                                      (2,832)             -
    Other income, net                                      3,700              -
                                                     ------------   ------------

        Total other income (expense)                      29,705          8,360
                                                     ------------   ------------

Earnings before income taxes                              10,003        350,973

Income tax expense                                        (4,000)      (139,000)
                                                     ------------   ------------

Net earnings                                         $     6,003    $   211,973
                                                     ============   ============

Earnings per share - basic and diluted               $      0.00    $      0.07
                                                     ============   ============

Average shares outstanding - basic and diluted         3,026,945      3,156,721
                                                     ============   ============

                        SEE NOTES TO FINANCIAL STATEMENTS



                                       4
<PAGE>


                        PHOENIX GOLD INTERNATIONAL, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                         THREE MONTHS ENDED
                                                             DECEMBER 31,
                                                     ---------------------------
                                                        2000           1999
                                                     ------------   ------------

Cash flows from operating activities:
    Net earnings                                     $     6,003    $   211,973
    Adjustments to reconcile net earnings
     to net cash provided by (used in)
     operating activities:
        Depreciation and amortization                    159,031        160,981
        Deferred taxes                                   (40,000)        15,000
        Changes in operating assets and liabilities:
            Accounts receivable                          980,236        452,092
            Inventories                                 (301,481)      (662,939)
            Prepaid expenses                            (139,500)       (60,999)
            Other assets                                       -        (36,944)
            Accounts payable                             171,192        410,558
            Accrued expenses                             (79,915)      (165,152)
                                                     ------------   ------------

    Net cash provided by operating activities            755,566        324,570

Cash flows from investing activities:
    Capital expenditures, net                           (139,043)       (55,619)
    Purchase of AudioSource assets                    (2,536,123)             -
                                                     ------------   ------------

    Net cash used in investing activities             (2,675,166)       (55,619)

Cash flows from financing activities:
    Line of credit, net                                  345,338              -
    Purchase of common stock                                   -       (460,407)
                                                     ------------   ------------

    Net cash provided by (used in)
     financing activities                                345,338       (460,407)
                                                     ------------   ------------

Decrease in cash and cash equivalents                 (1,574,262)      (191,456)

Cash and cash equivalents, beginning of period         1,653,683        868,458
                                                     ------------   ------------

Cash and cash equivalents, end of period             $    79,421    $   677,002
                                                     ============   ============

Supplemental disclosure:
    Cash paid for interest                           $     3,000    $         -
    Cash paid for income taxes                            65,000         70,000


                        SEE NOTES TO FINANCIAL STATEMENTS



                                       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, 2000 filed with the Securities and Exchange Commission.  The
results of operations for the three-month period ended December 31, 2000 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
December 31, 2000 and the results of its  operations  and its cash flows for the
three-month periods ended December 31, 2000 and 1999.


NOTE 2 - REPORTING PERIODS

    The Company's  fiscal year is the 52-week or 53-week  period ending the last
Sunday in September.  Fiscal 2001 is a 53-week year.  The quarter ended December
31, 2000 was a 14-week period. The quarters ending March 31, 2001, June 30, 2001
and  September  30,  2001 are a 12-week  period,  13-week  period  and a 14-week
period,  respectively.  Fiscal  2000 was a 52-week  year and all  quarters  were
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 months presented ended on December 31.


NOTE 3 - RECLASSIFICATION

    During  2000,  the  Emerging  Issues  Task  Force  (EITF)  of the  Financial
Accounting  Standards  Board  issued EITF 00-10:  ACCOUNTING  FOR  SHIPPING  AND
HANDLING FEES AND COSTS.  Beginning  October 1, 2000,  the Company  adopted EITF
00-10 and  classified  all amounts  billed to a customer  in a sale  transaction
related to  shipping  and  handling  to net  sales.  Net sales and cost of sales
amounts  reported  in prior  periods  have been  reclassified  to conform to the
current presentation.  The reclassification had no effect on previously reported
gross profit, net earnings or shareholders' equity.


NOTE 4 - PURCHASE OF AUDIOSOURCE ASSETS

    Effective  December 15, 2000, the Company  acquired for $2.5 million in cash
certain assets of AudioSource,  Inc., an unrelated,  privately-held  corporation
based in Burlingame,  California  ("AudioSource").  The assets acquired included
certain  accounts   receivable,   inventories,   tangible   personal   property,
intellectual  property  and other assets used in the home theater and home audio
market. No liabilities of AudioSource were assumed by the Company.  In addition,
AudioSource  agreed not to compete with the Company in the home theater and home
audio market for four years.  The purchase  price was paid from  available  cash
reserves and from a drawdown under the Company's revolving line of credit.



                                       6
<PAGE>


    The Company  accounted  for the  acquisition  of assets  under the  purchase
method of  accounting  and has included the results of  operations of the assets
since the date  acquired.  The Company  recorded  approximately  $1.1 million of
accounts receivable, $900,000 of finished goods inventories, $56,000 of tangible
personal property,  $150,000 of intellectual property, $144,000 for the covenant
not to compete and $186,000 for goodwill. The tangible personal property will be
depreciated  using the  straight-line  method over three years. The intellectual
property and goodwill will be amortized using the straight-line method over five
years.  The covenant not to compete  will be amortized  using the  straight-line
method over four years.

    The following  unaudited pro forma combined  results of operations  accounts
for the  acquisition as if it had occurred at the beginning of fiscal 2000 or at
the beginning of the  three-month  period ended December 31, 2000. The pro forma
results give effect to the amortization of intellectual  property,  goodwill and
the covenant not to compete and the effects on interest income, interest expense
and income taxes.

                                             THREE MONTHS
                                                ENDED              YEAR ENDED
                                              DECEMBER 31,        SEPTEMBER 30,
                                                2000                 2000
                                            --------------       --------------

    Net sales                                $  6,978,212         $ 32,186,613
    Net earnings (loss)                          (194,655)             581,373
    Earnings (loss) per share - basic
        and diluted                                 (0.06)                0.19

    The proforma results may not be indicative of the results of operations that
would have occurred if the  acquisition had been effective on the date indicated
or of the results that may be obtained in the future.  The pro forma  statements
should be read in conjunction with the financial statements and notes thereto of
the Company  included in the Company's Annual Report of Form 10-K for the fiscal
year ended September 24, 2000.


NOTE 5 - INVENTORIES

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

                                              DECEMBER 31,        SEPTEMBER 30,
                                                2000                 2000
                                            --------------       --------------

    Raw materials and work-in-process        $  2,758,652         $  2,598,709
    Finished goods and supplies                 4,158,174            3,146,151
                                            --------------       --------------
        Total inventories                    $  6,916,826         $  5,744,860
                                            ==============       ==============





                                       7
<PAGE>


NOTE 6 - PROPERTY AND EQUIPMENT

    Property and equipment consist of the following:

                                              DECEMBER 31,        SEPTEMBER 30,
                                                2000                 2000
                                            --------------       --------------

    Machinery and equipment                  $  3,360,914         $  3,205,936
    Office equipment and furniture              1,670,872            1,638,315
    Leasehold improvements                         75,266               75,266
                                            --------------       --------------
                                                5,107,052            4,919,517
    Less accumulated depreciation
      and amortization                         (4,257,022)          (4,112,378)
                                            --------------       --------------
        Total property and equipment, net    $    850,030         $    807,139
                                            ==============       ==============


NOTE 7 - LINE OF CREDIT

    During  January 2001,  the Company  renewed its revolving  operating line of
credit  through  January 2002 on terms  similar to those  contained in the prior
agreement.  As of December  31,  2000,  the Company was  eligible to borrow $3.4
million under the line of credit.  Borrowings of $345,338 were outstanding under
the line of credit as of that date.


NOTE 8 - NEW ACCOUNTING STANDARD

    In June  1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of  Financial  Accounting  Standards  (SFAS) No. 133,  ACCOUNTING  FOR
DERIVATIVE  INSTRUMENTS  AND  HEDGING  ACTIVITIES.  The new  statement  requires
recognition  of all  derivatives  as either assets or liabilities on the balance
sheet  at fair  value.  The new  statement  is  effective  for the  year  ending
September  30,  2001,  as deferred by SFAS No. 137,  ACCOUNTING  FOR  DERIVATIVE
INSTRUMENTS  AND HEDGING  ACTIVITIES  - DEFERRAL OF THE  EFFECTIVE  DATE OF FASB
STATEMENT NO. 133. The Company  adopted SFAS No. 133 effective  October 1, 2000.
Adoption of SFAS No. 133 had no material effect on the financial statements.










                                       8
<PAGE>


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


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

ALL  STATEMENTS IN THIS REPORT THAT ARE NOT  STATEMENTS  OF  HISTORICAL  RESULTS
SHOULD BE  CONSIDERED  "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, AND 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:
COMPETITIVE   FACTORS;   POTENTIAL   FLUCTUATIONS   IN  QUARTERLY   RESULTS  AND
SEASONALITY;  THE ADVERSE  EFFECT OF REDUCED  DISCRETIONARY  CONSUMER  SPENDING;
DEPENDENCE  ON A  SIGNIFICANT  CUSTOMER;  THE NEED FOR THE  INTRODUCTION  OF NEW
PRODUCTS AND PRODUCT ENHANCEMENTS;  DEPENDENCE ON SUPPLIERS;  CONTROL BY CURRENT
SHAREHOLDERS; HIGH INVENTORY REQUIREMENTS;  BUSINESS CONDITIONS IN INTERNATIONAL
MARKETS;  THE  COMPANY'S  DEPENDENCE  ON KEY  EMPLOYEES;  THE  NEED  TO  PROTECT
INTELLECTUAL PROPERTY;  ENVIRONMENTAL REGULATION; AND THE POTENTIAL DELISTING OF
THE COMPANY'S  COMMON STOCK, AS WELL AS OTHER FACTORS  DISCUSSED IN EXHIBIT 99.1
TO THE  PHOENIX  GOLD  INTERNATIONAL,  INC.  ANNUAL  REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED  SEPTEMBER  24, 2000 WHICH EXHIBIT IS HEREBY  INCORPORATED  BY
REFERENCE.  GIVEN THESE UNCERTAINTIES,  READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE  ON THE  FORWARD-LOOKING  STATEMENTS.  THE  COMPANY  DOES NOT INTEND TO
UPDATE ITS FORWARD-LOOKING STATEMENTS.


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

    Net sales  decreased $1.3 million,  or 19.3%,  to $5.6 million for the three
months  ended  December  31, 2000  compared to $7.0 million for the three months
ended  December 31, 1999 due  principally  to decreased  sales to a  significant
domestic  customer and  decreased  international  sales.  Sales of  electronics,
speakers and accessories decreased 23.7%, 26.1% and 3.9%, respectively,  for the
three months ended  December 31, 2000 compared to the  corresponding  quarter in
fiscal 2000.  Domestic sales decreased  $914,000,  or 17.5%, to $4.3 million for
the three months ended  December 31, 2000 compared to $5.2 million for the three
months ended December 31, 1999.  Sales of electronics to a significant  domestic
customer  decreased  $657,000,  or 51.2%, to $627,000 for the three months ended
December 31, 2000 compared to  $1,284,000  for the  comparable  period in fiscal
2000.  Additionally,  sales of speakers  to a domestic  OEM  customer  decreased
during  the  quarter.   Purchase   orders  by  these   customers  may  fluctuate
significantly from quarter to quarter.

    International  sales  decreased  $430,000,  or 24.4%,  to $1,332,000 for the
three months ended  December 31, 2000 from  $1,762,000  in the  comparable  1999
period.  International  sales represented 23.7% and 25.3% of total net sales for
the three months ended  December  31, 2000 and 1999,  respectively.  The Company
expects  international  sales for  fiscal  2001 to remain at levels  lower  than
historically achieved.

    Gross profit decreased to 24.0% from 25.8% of net sales for the three months
ended December 31, 2000 and 1999, respectively, primarily due to decreased sales
volume which caused manufacturing overhead to increase as a percentage of sales.



                                       9
<PAGE>


    Operating expenses consist of selling,  general and administrative expenses.
Total operating expenses decreased $85,000, or 5.8%, to $1,373,000 for the three
months ended December 31, 2000 compared to $1,458,000 for the three months ended
December 31, 1999.  Operating  expenses were 24.4% and 20.9% of net sales in the
respective three-month periods.

    Selling  expenses  decreased  $131,000,  or 14.2%, to $795,000 for the three
months ended  December 31, 2000  compared to $927,000  for the  comparable  1999
period.  Selling  expenses  were 14.1% and 13.3% of net sales in the  respective
three-month periods. The decreased selling expenses in dollar amount were due to
reduced sales incentives resulting from the decreased sales volume.

    General and administrative  expenses increased $46,000, or 8.7%, to $578,000
for the three  months  ended  December  31, 2000  compared  to $531,000  for the
comparable fiscal 2000 period.  General and  administrative  expenses were 10.3%
and 7.6% of net  sales in the  respective  three-month  periods.  The  increased
general and administrative  expenses were primarily due to increased engineering
expenses related to new product development activities.

    Other  income  increased  by $21,000 to $30,000 for the three  months  ended
December 31, 2000  compared to $8,000 for the three  months  ended  December 31,
1999.  The increase in other income was due to  increased  interest  income from
increased average balances of cash equivalents.

    Net earnings were $6,000,  or $0.00 per share - basic and diluted  (based on
3.03 million shares outstanding),  for the three months ended December 31, 2000,
compared  to net  earnings of  $212,000,  or $0.07 per share - basic and diluted
(based on 3.16 million shares  outstanding)  for the three months ended December
31,  1999.  The  decrease in net  earnings  in the first  quarter of fiscal 2001
compared to the corresponding  quarter in fiscal 2000 was due to decreased sales
offset in part by reduced operating expenses and increased other income.


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

    The  Company's  primary  needs for funds are for working  capital  and, to a
lesser extent,  for capital  expenditures.  The Company  financed its operations
during  the first  quarter of fiscal  2001 from cash  generated  from  operating
activities and a borrowing  under its revolving  operating  line of credit.  Net
cash  provided by operating  activities  was $756,000 for the three months ended
December 31, 2000.

    Effective  December 15, 2000, the Company  acquired for $2.5 million in cash
certain assets of AudioSource,  Inc., an unrelated,  privately-held  corporation
based in Burlingame,  California  ("AudioSource").  The assets acquired included
certain  accounts   receivable,   inventories,   tangible   personal   property,
intellectual  property  and other assets used in the home theater and home audio
market. No liabilities of AudioSource were assumed by the Company.  The purchase
price  was paid from  available  cash  reserves  and from a  drawdown  under the
Company's revolving line of credit.

    Cash  and  cash  equivalents  decreased  by  $1,574,000  during  the   three
months ended December 31, 2000  due  principally to the AudioSource acquisition.
Accounts   receivable  decreased  by  $980,000  net  of  amounts  acquired  from
AudioSource during the first  quarter of fiscal  2001 due to a decrease in sales
compared to the fourth quarter of fiscal 2000. Inventories increased by $301,000
net  of  amounts  acquired  from   AudioSource  during   the  first  quarter  of



                                       10
<PAGE>


fiscal  2001  due to  management's  efforts  to  increase  certain  electronics,
speakers and accessories inventories. Prepaid expenses increased $140,000 during
the three months ended  December 31, 2000  primarily  due to trade show deposits
and insurance  costs  incurred at the  beginning of the  Company's  fiscal year.
Accounts payable increased  $171,000 during the first quarter of fiscal 2001 due
to the increase in inventories and timing of payment due dates. Accrued expenses
decreased  $80,000 due to lower  accrued  payroll and  benefits at December  31,
2000.  Overall,  net working capital decreased $514,000 during the first quarter
of fiscal 2001 due to the AudioSource acquisition.

    The Company made capital  expenditures of $139,000 in the three months ended
December  31,  2000.   Management   anticipates   that   discretionary   capital
expenditures  for the remainder of fiscal 2001 will not exceed  $400,000.  These
anticipated  expenditures  will be financed from available  cash,  cash provided
from operations and, if necessary, proceeds from the line of credit.

    During  January 2001,  the Company  renewed its revolving  operating line of
credit  through  January 2002 on terms  similar to those  contained in the prior
agreement.  As of December  31,  2000,  the Company was  eligible to borrow $3.4
million under the line of credit.  Borrowings of $345,000 were outstanding under
the line of credit as of that date.


ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

    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.  As of December 31, 2000, the Company had cash and cash equivalents of
$79,000 compared to $1,654,000 as of September 30, 2000. The Company invests its
excess cash in highly  liquid  marketable  securities  with  maturities of three
months or less at date of purchase. The Company's cash equivalents are generally
commercial  paper and money  market  accounts.  The  Company  does not invest in
derivative securities.

    The Company sells its products primarily in United States dollars, therefore
its exposure to currency exchange rate fluctuations is not material. The Company
does not engage in foreign currency hedging activities.

    The Company  borrows from time to time under its  revolving  line of credit.
Any borrowings  outstanding under the line of credit bear interest at a variable
rate based on the prime rate or LIBOR plus 1.75%. The Company has not engaged in
interest rate swaps or caps.










                                       11
<PAGE>


                           PART II. OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


       (a) Exhibits

               10.15  Loan Agreement dated January 29, 2001  between the Company
                      and U.S. Bank National Association

               10.16  Promissory Note dated January 29, 2001 made by the Company
                      in favor of U.S. Bank National Association

       (b) Reports on Form 8-K

                      A current  report on Form 8-K dated December 15, 2000, was
                      filed on December 29, 2000 to disclose an  acquisition  of
                      assets from AudioSource, Inc.






















                                       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:  February 14, 2001



























                                       13
<PAGE>


                                INDEX TO EXHIBITS



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

     10.15     Loan Agreement dated January 29, 2001 between the
               Company and U.S. Bank National Association               15

     10.16     Promissory Note dated January 29, 2001 made by the
               Company in favor of U.S. Bank National Association       22




























                                       14