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 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>


                        PHOENIX GOLD INTERNATIONAL, INC.
                  Form 10-Q for the Quarter Ended June 30, 1999


                                      INDEX
                                      -----

<TABLE>
<CAPTION>
Part I.        FINANCIAL INFORMATION                                                                              Page
                                                                                                                  ----

             <S>         <C>                                                                                      <C>

               Item 1.     Financial Statements

                           Balance Sheets at June 30, 1999
                           and September 30, 1998 (unaudited)                                                       3

                           Statements of Earnings for the Three and Nine Months Ended
                           June 30, 1999 and 1998 (unaudited)                                                       4

                           Statements of Cash Flows for the Nine Months Ended
                           June 30, 1999 and 1998 (unaudited)                                                       5

                           Notes to Financial Statements                                                            6

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



Part II.       OTHER INFORMATION

               Item 6.     Exhibits and Reports on Form 8-K                                                         13



SIGNATURES                                                                                                          14

INDEX TO EXHIBITS                                                                                                   15



</TABLE>

                                                       2
<PAGE>
Part I.   FINANCIAL INFORMATION
Item 1.   Financial Statements

<TABLE>
<CAPTION>


                                                PHOENIX GOLD INTERNATIONAL, INC.
                                                          BALANCE SHEETS
                                                            (Unaudited)

                                                                               June 30,           September 30,
                                                                                1999                  1998
                                                                          -----------------     ------------------
<S>                                                                        <C>                    <C>
ASSETS

Current assets:
    Cash and cash equivalents                                                $      2,600           $     2,602
    Accounts receivable, net                                                    4,467,743             4,287,965
    Inventories                                                                 5,897,451             6,886,720
    Prepaid expenses                                                              262,797               169,621
    Deferred taxes                                                                427,000               446,000
                                                                          -----------------     ------------------
        Total current assets                                                   11,057,591            11,792,908

Property and equipment, net                                                     2,064,870             2,522,005
Goodwill, net                                                                     185,734               217,702
Deferred taxes                                                                    425,000               567,000
Other assets                                                                      157,474               108,513
                                                                          -----------------     ------------------

        Total assets                                                         $ 13,890,669          $ 15,208,128
                                                                          =================     ==================


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                        $   1,358,613         $   1,781,341
    Line of credit                                                                      -               900,000
    Accrued payroll and benefits                                                  258,708               420,209
    Other accrued expenses                                                        448,857               448,214
    Current portion of long-term obligations                                      991,508               222,529
                                                                           -----------------     -----------------
        Total current liabilities                                               3,057,686             3,772,293

Long-term obligations                                                                   -               938,938

Shareholders' equity:
    Preferred stock;
        Authorized - 5,000,000 shares; none outstanding                                 -                     -
    Common stock, no par value;
        Authorized - 20,000,000 shares
        Issued and outstanding - 3,244,345 and 3,464,745 shares                 7,182,247             7,548,822
    Retained earnings                                                           3,650,736             2,948,780
                                                                          ------------------    ------------------
        Total shareholders' equity                                             10,832,983            10,497,602
                                                                          ------------------    ------------------

        Total liabilities and shareholders' equity                           $ 13,890,669          $ 15,208,128
                                                                          ==================    ==================


                                              SEE NOTES TO FINANCIAL STATEMENTS

                                                           3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


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





                                                        Three Months Ended                 Nine Months Ended
                                                             June 30                            June 30
                                                  ------------------------------    --------------------------------
                                                       1999            1998              1999             1998
                                                  --------------- --------------    ---------------  ---------------
<S>                                             <C>             <C>               <C>
Net sales                                         $   7,454,978    $  7,687,304     $ 20,320,979     $ 20,358,800

Cost of sales                                         5,399,452       5,390,185       14,870,784       14,859,007
                                                  --------------   -------------    -------------    -------------
    Gross profit                                      2,055,526       2,297,119        5,450,195        5,499,793

Operating expenses:
    Selling                                            883,550        1,141,146        2,465,873        2,863,557
    General and administrative                         585,084          619,999        1,699,728        1,805,450
                                                  --------------   -------------     ------------    -------------

     Total operating expenses                        1,468,634        1,761,145        4,165,601        4,669,007
                                                  --------------   -------------     ------------    -------------

Income from operations                                 586,892          535,974        1,284,594          830,786

Other income (expense):
    Interest expense                                   (27,991)         (86,400)        (116,638)        (271,190)
    Other income, net                                        -              961                -            8,936
                                                  --------------   -------------     ------------    -------------

     Total other income (expense)                      (27,991)         (85,439)        (116,638)        (262,254)
                                                  --------------   -------------     ------------    -------------

Earnings before income taxes                           558,901          450,535        1,167,956          568,532

Income tax expense                                    (223,000)        (181,000)        (466,000)        (228,000)
                                                  --------------   -------------     ------------    -------------

Net earnings                                      $    335,901     $    269,535      $   701,956     $    340,532
                                                  ==============   =============     ============    =============

Net earnings per share - basic and diluted        $       0.10     $       0.08      $      0.21      $      0.10
                                                  ==============   =============     ============     ============

Average shares outstanding - basic and diluted       3,246,231        3,464,745        3,310,412        3,464,682
                                                  ==============   =============     ============     ============







                                              SEE NOTES TO FINANCIAL STATEMENTS

</TABLE>

                                                             4
<PAGE>
<TABLE>
<CAPTION>

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

                                                                                      Nine Months Ended
                                                                                           June 30,
                                                                              ----------------------------------
                                                                                   1999               1998
                                                                              ---------------    ---------------
<S>                                                                          <C>                <C>
Cash flows from operating activities:
    Net earnings                                                               $   701,956        $   340,532
    Adjustments to reconcile net earnings to
     net cash provided by (used in) operating activities:
        Depreciation and amortization                                              740,428            770,734
        Deferred taxes                                                             161,000              8,000
        Changes in operating assets and liabilities:
            Accounts receivable                                                   (179,778)           (32,206)
            Inventories                                                            989,269            525,169
            Prepaid expenses                                                       (93,176)           (94,994)
            Other assets                                                           (80,002)           (13,955)
            Accounts payable                                                      (422,728)          (108,526)
            Accrued expenses                                                      (160,858)          (222,276)
                                                                              --------------     --------------

    Net cash provided by operating activities                                    1,656,111          1,617,030

Cash flows from investing activities:
    Capital expenditures, net                                                     (220,284)          (287,166)
                                                                              --------------     --------------

    Net cash used in investing activities                                         (220,284)          (287,166)

Cash flows from financing activities:
    Line of credit, net                                                           (900,000)        (1,060,364)
    Repayment of long-term obligations                                            (169,254)          (296,347)
    Purchase of common stock                                                      (366,575)                 -
    Proceeds from exercise of stock options                                              -             26,957
                                                                              --------------     --------------

    Net cash used in financing activities                                       (1,435,829)        (1,329,870)
                                                                              --------------     --------------

Decrease in cash and cash equivalents                                                   (2)                (6)

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

Cash and cash equivalents, end of period                                       $     2,600       $      2,597
                                                                              ==============     ==============

Supplemental disclosures:
    Cash paid for interest                                                     $   130,000        $   285,000
    Cash paid for income taxes                                                     220,000             44,000




                                              SEE NOTES TO FINANCIAL STATEMENTS

                                                           5
</TABLE>
<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 nine-month  periods ended June 30, 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
June 30, 1999 and the results of its  operations  for the three- and  nine-month
periods  ended  June 30,  1999 and 1998 and its cash  flows for the  nine-months
ended June 30, 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 nine months presented ended on June 30.


Note 3 - SEGMENT REPORTING

      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:

                                      June 30,              September 30,
                                        1999                     1998
                                ---------------------    ---------------------

      Raw materials               $     2,568,572          $     2,732,112
      Work-in-process                       2,860                    8,527
      Finished goods                    3,283,266                4,058,828
      Supplies                             42,753                   87,253
                                ---------------------    ---------------------
          Total inventories       $     5,897,451          $     6,886,720
                                =====================    =====================


Note 5 - PROPERTY AND EQUIPMENT

      Property and equipment consist of the following:

                                                 June 30,         September 30,
                                                   1999               1998
                                             ----------------    ---------------

      Machinery, equipment, and vehicles     $    4,703,106       $   4,526,903
      Leasehold improvements                      1,595,605           1,527,834
      Construction in progress                            -              46,835
                                             ---------------    ----------------
                                                  6,298,711           6,101,572
      Less accumulated depreciation
        and amortization                         (4,233,841)         (3,579,567)
                                             ---------------    ----------------
          Total property and equipment, net  $    2,064,870     $     2,522,005
                                             ===============    ================


Note 6 - LINE OF CREDIT

      During  December 1998, the Company renewed the $5.5 million bank operating
line of credit on essentially  the same terms through  December 1999. As of June
30,  1999,  the Company was  eligible to borrow $5.1  million  under the line of
credit.  There were no borrowings  outstanding  under the line of credit at June
30, 1999.


Note 7 - COMMITMENT

      The Board of Directors has  authorized  the Company to purchase up to $1.0
million of Company common stock through broker-effected transactions in the open
market.  During the nine months  ended June 30,  1999,  the Company has acquired
220,400 shares of its common stock from third parties for $366,575.


                                       7
<PAGE>



Note 8 - SUBSEQUENT EVENT

      During  December  1998,  the  Company  provided  notice  of its  intent to
exercise its option to purchase the facility,  which it leased  through June 30,
1999.  Subsequent  to June 30, 1999,  the Company  completed the purchase of the
facility for $3.1 million.  Additionally,  on the same day, the Company sold the
facility and the existing improvements,  with a remaining net book value of $1.0
million,   for  $5.1  million  and  then  re-leased  the  facility.  A  gain  of
approximately  $1.0 million will be deferred  and  recognized  over the ten-year
lease term as a reduction in rent  expense.  The net cash  proceeds were used to
repay all of the  remaining  long-term  obligations.  Therefore,  for  financial
reporting purposes, the Company has reflected the long-term obligations existing
at June 30, 1999 as current liabilities as of such date.

      Future rent expense under the facility operating lease is as follows:

         Year ended September 30,

           1999                               $        130,200
           2000                                        524,055
           2001                                        537,075
           2002                                        550,095
           2003                                        563,580
           2004                                        578,460
           Thereafter                                2,951,355
                                            ---------------------
             Total                            $      5,834,820
                                            =====================





                                       8
<PAGE>


Part I:   FINANCIAL INFORMATION
Item 2:   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

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

      Net sales  decreased  $232,000,  or 3.0%,  to $7.5  million  for the three
months ended June 30, 1999,  compared to $7.7 million for the three months ended
June 30, 1998 due principally to decreased  international sales.  Domestic sales
were unchanged at $5.2 million for the three months ended June 30, 1999 compared
to June 30, 1998.  International  sales decreased 9.3% to $2.3 million from $2.5
million in the  comparable  1998 period.  The decrease  resulted  primarily from
decreased sales to Canada and Latin America offset in part by increased sales to
Asia and Europe.  International  sales  represented 30.2% and 32.3% of net sales
for the three  months  ended June 30, 1999 and 1998,  respectively.  The Company
expects  international  sales for  fiscal  1999 to remain at levels  lower  than
historically achieved due to current worldwide economic conditions.

      Net sales for the nine months ended June 30, 1999  decreased  $38,000,  or
0.2%,  to $20.3  million  from $20.4  million for the nine months ended June 30,
1998 due to decreased  international  sales offset in part by increased domestic
sales. International sales decreased $1.6 million, or 22.6%, to $5.5 million for
nine  months  ended June 30, 1999  compared to $7.1  million for the nine months
ended June 30, 1998.  For the nine months ended June 30,  1999,  domestic  sales
increased  11.8% to $14.8  million  from $13.3  million in the  comparable  1998
period.  The decrease in international  sales resulted  primarily from decreased
sales to Europe and other international markets. International sales represented
27.0% and 34.8% of net sales for the nine  months  ended June 30, 1999 and 1998,
respectively.

      Gross  profit  decreased  to 27.6% of net sales for the three months ended
June 30, 1999 from 29.9% of net sales for the three  months ended June 30, 1998.
Gross profit  decreased to 26.8% of net sales for the nine months ended June 30,
1999 from 27.0% for the  comparable  prior  period.  The  decrease for the three
months ended June 30, 1999 was  primarily  due to  decreased  sales volume which
increased  manufacturing  overhead as a  percentage  of sales and  manufacturing
inefficiencies due to new product introductions.

      Operating   expenses  consist  of  selling,   general  and  administrative
expenses.  Total operating expenses decreased $293,000,  or 16.6%, to $1,469,000
for the three months ended June 30, 1999  compared to  $1,761,000  for the three
months ended June 30, 1998. Operating expenses were 19.7% and 22.9% of net sales
in the respective three-month periods. Operating expenses decreased $503,000, or
10.8%,  to  $4,166,000  for the nine  months  ended June 30,  1999  compared  to
$4,669,000  in the  comparable  period in fiscal 1998.  Operating  expenses were
20.5% and 22.9% of net sales in the respective nine month periods.

      Selling expenses decreased  $258,000,  or 22.6%, to $884,000 for the three
months ended June 30,  1999,  compared to  $1,141,000  for the  comparable  1998
period.  Selling  expenses  were 11.9% and 14.8% of net sales in the  respective
three-month periods. Selling expenses decreased $398,000, or 13.9%, in the first
nine months of fiscal 1999,  to $2.5  million,  compared to $2.9 million for the
first nine months of fiscal 1998.  Selling  expenses were 12.1% and 14.1% of net
sales in the respective nine month periods.  The decreased selling expenses were
due to reduced promotional activities and sales incentive programs.

                                       9
<PAGE>

      General  and  administrative  expenses  decreased  $35,000,  or  5.6%,  to
$585,000 for the three months ended June 30, 1999,  compared to $620,000 for the
comparable fiscal 1998 period. General and administrative expenses were 7.8% and
8.1%  of  net  sales  in  the  respective   three-month  periods.   General  and
administrative  expenses decreased $106,000, or 5.9% in the first nine months of
fiscal 1999, to $1,700,000,  compared to $1,805,000 for the first nine months of
fiscal 1998. General and administrative expenses were 8.4% and 8.9% of net sales
in the respective nine month periods.  The decreased general and  administrative
expenses  were  due  to  lower  payroll  costs  as a  result  of  reductions  in
administrative personnel.

      Interest  expense  decreased  by $58,000 to $28,000  for the three  months
ended June 30,  1999,  compared to $86,000 for the three  months  ended June 30,
1998.  Interest  expense  decreased  by $155,000 to $117,000  for the first nine
months of fiscal 1999  compared to $271,000  for the first nine months of fiscal
1998. The decrease was due to decreased  borrowings and decreased interest rates
on the outstanding borrowings.

      Net earnings were  $336,000,  or $0.10 per share (basic and diluted),  for
the three months ended June 30, 1999,  compared to net earnings of $270,000,  or
$0.08 per share (basic and  diluted),  for the three months ended June 30, 1998.
Net earnings were $702,000, or $0.21 per share (basic and diluted), for the nine
months ended June 30, 1999,  compared to net earnings of $341,000,  or $0.10 per
share (basic and diluted), for the comparable  1998 period.  The increase in net
earnings was due to 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  nine  months  ended  June 30,  1999  from  cash  generated  from  operating
activities.  Net cash provided by operating  activities  was  $1,656,000 for the
nine months ended June 30, 1999. When cash flow from operations  exceeds current
needs,  the Company  historically has paid down in part the balance owing on its
operating  line of credit rather than  accumulating  and investing  excess cash,
resulting in low reported cash balances.

      Inventories  decreased  $989,000,  accounts payable decreased $423,000 and
accrued expenses  decreased  $161,000 during the nine months ended June 30, 1999
due to management's continuing efforts to improve working capital efficiency and
reduce outstanding liabilities. The line of credit was paid in full, a reduction
of $900,000, due to cash generated by operating activities.

      The Company  made  capital  expenditures  of $220,000  for the nine months
ended  June  30,  1999.   Management   anticipates  that  discretionary  capital
expenditures  for the remainder of fiscal 1999 will be  approximately  $100,000.
These  anticipated  expenditures  will be financed first from cash provided from
operations and, if necessary, then from existing cash balances and proceeds from
the line of credit.

      The Board of Directors has  authorized  the Company to purchase up to $1.0
million of Company common stock through broker-effected transactions in the open
market.  During the nine months  ended June 30,  1999,  the Company has acquired
220,400 shares of its common stock from third parties for $366,575.

                                       10
<PAGE>

      During  December  1998,  the  Company  provided  notice  of its  intent to
exercise its option to purchase the facility,  which it leased  through June 30,
1999.  Subsequent  to June 30, 1999,  the Company  completed the purchase of the
facility for $3.1 million.  Additionally,  on the same day, the Company sold the
facility and the existing improvements,  with a remaining net book value of $1.0
million,   for  $5.1  million  and  then  re-leased  the  facility.  A  gain  of
approximately  $1.0 million will be deferred  and  recognized  over the ten-year
lease term as a reduction in rent  expense.  The net cash  proceeds were used to
repay all of the  remaining  long-term  obligations.  Therefore,  for  financial
reporting purposes, the Company has reflected the long-term obligations existing
at June 30, 1999 as current liabilities as of such date.

      During  December  1998,  the Company  renewed the $5.5  million  revolving
operating line of credit on essentially the same terms through December 1999. As
of June 30, 1999, the Company was eligible to borrow $5.1 million under the line
of credit. There were no borrowings outstanding under the line of credit at June
30, 1999.

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

      Many  computer  programs  use only two digits to identify a year in a date
field  within  the  program  (e.g.  "99" or "01").  If not  corrected,  computer
applications  may fail or cause  incorrect  results by or at the year 2000.  The
Company is in the process of preparing 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,  its bank,  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.  The Company is still assessing
the potential cost of Year 2000  conversion on its phone and voice-mail  system.
However,  at this  time,  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 has begun to  implement  such  upgrades  and expects to
complete  the  implementation  during  fiscal  1999.  Additionally,  the Company
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 expects to complete a  contingency  plan prior to year end.
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.

                                       11
<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;  cost and yield
issues associated with production at the Company's  factory;  and possible costs
and delays associated with Year 2000 computer incompatibilities.


                                       12
<PAGE>


PART II. OTHER INFORMATION
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibits

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

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

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

               27      Financial Data Schedule

         (b)   Reports on Form 8-K

               None.



                                       13
<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


                                       14
<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



                                       15