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


                                    Form 10-Q/A


           [X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
                SECURITIES  EXCHANGE ACT OF 1934 For the quarterly  period ended
                June 27, 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) 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 3,244,345 shares of the issuer's common stock  outstanding as of July
31, 1999.

<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:  August 10, 1999







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<PAGE>

                                INDEX TO EXHIBITS



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


     10.23       Purchase and Sale Agreement dated
                 June 15, 1999 between the Company and 6710 LLC              16

     10.24       First Amendment to Purchase and Sale Agreement
                 dated June 15, 1999 between the Company and 6710 LLC        26

     10.25       6710 LLC Commercial Lease dated June 30, 1999
                 between the Company and 6710 LLC                            27

     27          Financial Data Schedule                                     43






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