UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
      SECURITIES EXCHANGE ACT OF 1934
      For the quarterly period ended March 31, 1997

                    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 No. 0-25866
                                 
                        PHOENIX GOLD INTERNATIONAL, INC.
        (Exact name of small business issuer as specified in its charter)


           Oregon                                       93-1066325
  (State or other jurisdiction of        (I.R.S. employer identification number)
  incorporation or organization)

                9300 North Decatur Street, Portland, Oregon 97203
               (Address of principal executive offices) (Zip Code)


                                 (503) 288-2008
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]

As of April 30, 1997, there were issued and outstanding  3,454,605 shares of the
Company's Common Stock.

Transitional Small Business Disclosure Format (check one):
                YES [  ]        NO [X]


<PAGE>


                        PHOENIX GOLD INTERNATIONAL, INC.
                Form 10-QSB for the Quarter Ended March 31, 1997


                                      INDEX


Part I.    FINANCIAL INFORMATION                                           Page

           Item 1.    Financial Statements

                      Balance Sheets at March 31, 1997 (unaudited)
                      and September 30, 1996 (audited)                       3

                      Unaudited Statements of Operations for the
                      Three and Six Months Ended March 31, 1997
                      and 1996                                               4

                      Unaudited Statements of Cash Flows for the
                      Six Months Ended March 31, 1997 and 1996               5

                      Notes to Financial Statements                          6

           Item 2.    Management's Discussion and Analysis or
                      Plan of Operation                                      8


Part II.   OTHER INFORMATION

           Items 1 through 6                                                 11

           Signatures                                                        12

           Index to Exhibits                                                 13


<PAGE>
<TABLE>
<CAPTION>
PART I.   FINANCIAL INFORMAITON
Item 1:   Financial Statements

                                                  PHOENIX GOLD INTERNATIONAL, INC.
                                                  --------------------------------
                                                           BALANCE SHEETS
                                                           --------------

                                                                 March 31,           September 30,
                                                                    1997                  1996
                                                              -----------------     -----------------
                                                               (Unaudited)            (Audited)
<S>                                                           <C>                     <C>       

ASSETS

Current assets:
    Cash and cash equivalents                                  $         2,602      $          2,599
    Accounts receivable, net                                         4,287,981             5,119,360
    Inventories:
        Raw materials                                                3,565,940             4,288,206
        Work-in-process                                                 84,061             1,101,414
        Finished goods                                               4,442,369             3,411,342
        Supplies                                                       149,045               170,598
                                                              -----------------     -----------------
                                                                     8,241,415             8,971,560
    Prepaid expenses                                                   358,159               285,777
    Deferred taxes                                                     731,000               525,428
                                                              -----------------     -----------------
        Total current assets                                        13,621,157            14,904,724

Property and equipment, net                                          3,654,308             3,938,790
Goodwill, net                                                          277,135               296,946
Deferred taxes                                                         238,000               230,333
Other assets                                                           506,582               461,734
                                                              -----------------     -----------------

Total assets                                                   $    18,297,182      $     19,832,527
                                                              =================     =================


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                           $     1,803,071       $     3,529,450
    Notes payable                                                    4,303,585             4,278,983
    Accrued expenses                                                   700,752               932,767
    Current portion of long-term obligations                           376,000               130,334
                                                              -----------------     -----------------
        Total current liabilities                                    7,183,408             8,871,534

Long-term obligations, net of current portion                          662,333               171,995

Shareholders' equity:
    Preferred stock;
        Authorized - 5,000,000 shares; none outstanding                      -                     -
    Common stock, no par value;
        Authorized - 20,000,000 shares
        Issued and outstanding - 3,454,605                           7,477,939             7,477,939
    Retained earnings                                                2,973,502             3,311,059
                                                              -----------------     -----------------
        Total shareholders' equity                                  10,451,441            10,788,998
                                                              -----------------     -----------------


Total liabilities and shareholders' equity                      $   18,297,182        $   19,832,527
                                                              =================     =================
</TABLE>


See Notes to Financial Statements

<PAGE>
<TABLE>
<CAPTION>
                                                  PHOENIX GOLD INTERNATIONAL, INC.
                                                  --------------------------------
                                                      STATEMENTS OF OPERATIONS
                                                      ------------------------
                                                             (Unaudited)
                                                             -----------


                                                        Three Months Ended                            Six Months Ended
                                                             March 31                                     March 31
                                              ----------------------------------------     ----------------------------------------
                                                     1997                 1996                    1997                 1996
                                              -------------------   ------------------     -------------------   ------------------
<S>                                             <C>                 <C>                      <C>                    <C>    




Net sales                                        $     6,263,430      $     6,759,015          $   11,835,706       $   11,886,804

Cost of sales                                          4,765,382            5,042,899               9,360,529            8,676,468
                                              -------------------   ------------------     -------------------   ------------------

    Gross profit                                       1,498,048            1,716,116               2,475,177            3,210,336


Operating expenses:
    Selling                                              744,340              787,603               1,511,754            1,328,478
    General and administrative                           657,266              660,557               1,258,922            1,195,085
    In-process research and development                        -                    -                       -            1,120,500
                                              -------------------   ------------------     -------------------   ------------------

     Total operating expenses                          1,401,606            1,448,160               2,770,676            3,644,063
                                              -------------------   ------------------     -------------------   ------------------

Income (loss) from operations                             96,442              267,956                (295,499)            (433,727)

Other income (expense):
    Interest expense                                    (138,496)             (29,755)               (252,338)             (40,116)
    Other income, net                                          -                    -                   1,280               19,495
                                              -------------------   ------------------     -------------------   ------------------

        Total other income (expense)                    (138,496)             (29,755)               (251,058)             (20,621)

Earnings (loss) before income taxes                      (42,054)             238,201                (546,557)            (454,348)

Income tax benefit (expense)                              17,000              (91,461)                209,000              174,914
                                              -------------------   ------------------     -------------------   ------------------

Net earnings (loss)                            $         (25,054)    $        146,740        $       (337,557)    $       (279,434)
                                              ===================   ==================     ===================   ==================

Net earnings (loss) per share                  $           (0.01)    $           0.04        $          (0.10)    $          (0.08)
                                              ===================   ==================     ===================   ==================

Shares used in per share calculation                   3,454,605            3,651,255               3,454,605            3,445,707
                                              ===================   ==================     ===================   ==================

</TABLE>


See Notes to Financial Statements

<PAGE>
<TABLE>
<CAPTION>

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

                                                                                  Six Months Ended
                                                                                      March 31
                                                                         -----------------------------------
                                                                              1997               1996
                                                                         ----------------   ----------------
<S>                                                                          <C>                 <C>   
Cash flows from operating activities:
  Net loss                                                                $     (337,557)    $     (279,434)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      Depreciation and amortization                                              483,810            406,467
      Deferred taxes, net                                                       (213,239)          (174,904)
      In-process research and development                                              -          1,120,500
      Changes in operating assets and liabilities:
        Accounts receivable                                                      831,379         (2,228,743)
        Inventories                                                              730,145         (3,763,082)
        Prepaid expenses                                                         (72,382)          (258,650)
        Accounts payable                                                      (1,726,379)         3,049,290
        Accrued expenses                                                        (232,015)            55,857
                                                                         ----------------   ----------------

  Net cash used in operating activities                                         (536,238)        (2,072,699)


Cash flows from investing activities:
  Capital expenditures, net                                                     (156,211)          (902,997)
  Acquisition of Carver professional sound division                                    -         (1,792,616)
  Other                                                                          (68,154)          (143,531)
                                                                         ----------------   ----------------

  Net cash used in investing activities                                         (224,365)        (2,839,144)


Cash flows from financing activities:
  Notes payable, net                                                              24,602          2,868,105
  Proceeds from long-term obligations                                            800,000                  -
  Repayment of long-term obligations                                             (63,996)           (55,574)
                                                                         ----------------   ----------------

  Net cash provided by financing activities                                      760,606          2,812,531
                                                                         ----------------   ----------------

Increase (decrease) in cash and cash equivalents                                       3         (2,099,312)

Cash and cash equivalents, beginning of period                                     2,599          2,101,563
                                                                         ----------------   ----------------

Cash and cash equivalents, end of period                                  $        2,602     $        2,251
                                                                         ================   ================


Supplemental disclosures:
  Cash paid during the period for interest                                $    252,655       $       55,594
  Cash paid during the period for income taxes                                 169,859              101,800
  Note payable incurred via acquisition of Carver professional                       -              350,000

</TABLE>


See Notes to Financial Statements



<PAGE>


                        PHOENIX GOLD INTERNATIONAL, INC.
                          Notes to Financial Statements
                                   (Unaudited)

(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-KSB for the year
ended September 30, 1996 filed with the Securities and Exchange Commission.  The
results of operations for the three- and six-month  periods ended March 31, 1997
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, 1997 and the results of its  operations  for the three- and  six-month
periods  ended  March 31,  1997 and 1996 and its cash  flows for the six  months
ended March 31, 1997 and 1996.

(2)   Reporting periods
---   -----------------

The  Company's  fiscal  year is the  52-week or 53-week  period  ending the last
Sunday in September. Fiscal 1996 was a 53-week year and fiscal 1997 is a 52-week
year.  For  convenience  of  presentation,  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. The first  quarter of fiscal
1996 was a 14-week  period  and the same  quarter  in fiscal  1997 was a 13-week
period.  The  remaining  quarters  in fiscal  1996 were and in 1997 are  13-week
quarters.

(3)   Property and equipment
---   ----------------------

Property and equipment consist of the following:

                                            March 31,              September 30,
                                             1997                      1996
                                            ---------              -------------
  Machinery, equipment and vehicles      $  4,206,648               $  4,144,651
    Leasehold improvements                  1,425,816                  1,425,816
    Construction in progress                  287,899                    193,685
                                            ---------                -----------
                                            5,920,363                  5,764,152
   Less accumulated depreciation
     and amortization                      (2,266,055)               (1,825,362)
                                           ----------                -----------
      Total property and equipment, net  $  3,654,308               $  3,938,790
                                           ==========                ===========


(4)  Acquisition of Carver professional sound division
---  -------------------------------------------------

Effective  November  20, 1995,  the Company  acquired  substantially  all of the
assets of the professional sound division (the "Division") of Carver Corporation
("Carver").  The  assets  acquired  included  finished  goods  and  intellectual
property,  including  the  license of the name  "Carver  Professional"  for five
years. The purchase price for the assets was $2.14 million, of which the Company
paid $1.79 million in cash and issued a $350,000  note payable,  which has since
been paid. The Company  accounted for the acquisition  under the purchase method
of accounting and recorded in-process research and development expenses of $1.12
million,  finished goods of $780,000, other intangibles of $110,000 and goodwill
of  $132,000.  Other  intangibles  and goodwill  are being  amortized  using the
straight-line  method of accounting over a period of five years. The Company has
included the results of operations for the Division in its financial  statements
from the date of acquisition.
<PAGE>

(5)  Long-term Obligation
---  --------------------

In March 1997, the Company borrowed  $800,000  pursuant to a secured loan from a
third  party  lender.  The loan bears  interest at 11.1% per annum and is due in
monthly  installments  of $26,258 until  maturity on March 1, 2000.  The loan is
secured by certain of the Company's machinery and equipment.

(6)  Prospective Accounting Change
---  -----------------------------

The  Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting  Standards (SFAS) No. 128, Earnings Per Share, in February 1997. SFAS
No. 128 will have no effect on the  financial  position or results of operations
of the Company as the  statement  establishes  new  standards  for computing and
presenting earnings per share and supercedes Accounting Principles Board Opinion
No. 15,  Earnings Per Share.  SFAS No. 128 will be adopted by the Company in the
quarter ending December 31, 1997.  Earlier adoption is not permitted.  Pro forma
earnings  (loss) per share under SFAS No. 128 for the three and six months ended
March 31, 1997 and 1996 would not differ materially from the earnings (loss) per
share presently reported.

<PAGE>



PART I.   FINANCIAL INFORMATION
Item 2:   Management's Discussion and Analysis or Plan of Operation

                        PHOENIX GOLD INTERNATIONAL, INC.
                      Management's Discussion and Analysis
                of Financial Condition and Results of Operations

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

Net sales for the second  quarter ended March 31, 1997  decreased  $496,000,  or
7.3%,  to $6.3 million  from $6.8 million in the second  quarter in fiscal 1996.
Sales of  electronics  products  increased 8.5% from the quarter ended March 31,
1996 due  principally to increases in unit sales and average prices of car audio
amplifiers.  The increase in car audio  electronics  sales was offset in part by
lower  professional  sound amplifier sales due primarily to a large order in the
corresponding  prior  year's  quarter  that was not  repeated  and from  delayed
introduction of the Company's new PX professional sound amplifers into the third
quarter  of  fiscal  1997.  Sales  of  speakers  increased  25.9%  and  sales of
accessories decreased 33.0% in the second quarter of fiscal 1997 compared to the
corresponding  quarter in fiscal 1996. The decline in accessories sales resulted
principally  from several large orders in the  corresponding  prior quarter that
were not  repeated,  increased  competition  and  delivery  delays from  certain
vendors.

Net sales for the six months ended March 31, 1997 declined $51,000,  or 0.4%, to
$11.8 million from $11.9 million in fiscal 1996.  Sales of electronics  products
increased  10.9% in the first half of fiscal 1997  compared to the first half of
fiscal 1996. Sales of speakers increased 72.9% and sales of accessories declined
26.5% in the respective periods.

International  sales  decreased  8.9% to $2.4 million for the three months ended
March  31,  1997  from $2.6  million  in the  comparable  fiscal  1996  quarter.
International  sales  represented  38.3%  and  39.0% of net  sales for the three
months ended March 31, 1997 and 1996, respectively.

International  sales  decreased  10.3% to $4.5  million for the six months ended
March 31, 1997,  from $5.0 million in the comparable  1996 period.  The decrease
resulted primarily from sales made to a European distributor in the prior period
in anticipation of European regulatory changes effective as of December 31, 1995
that  were  not  repeated  in  the  most  recent  period.   International  sales
represented 37.7% and 41.9% of net sales for the six months ended March 31, 1997
and 1996, respectively.

Gross  margin  decreased  to 23.9% of net sales from 25.4% for the three  months
ended March 31, 1997 and 1996, respectively. Gross margin decreased to 20.9% for
the six months ended March 31, 1997 from 27.0% for the comparable  prior period.
The decreases in gross margin resulted primarily from changes in product mix and
lower than expected sales volume which caused manufacturing overhead to increase
as a percentage of sales.

Operating  expenses  consist of selling,  general and  administrative  expenses.
Operating  expenses  decreased  $47,000,  or 3.2%, to $1.4 million for the three
months  ended  March 31,  1997  compared  to the same  quarter  in fiscal  1996.
Operating  expenses  were  22.4%  and  21.4%  of net  sales  in  the  respective
three-month  periods.  Operating expenses decreased $873,000,  or 24.0%, to $2.8
million  for the six months  ended March 31,  1997  compared  to the  comparable
period in fiscal 1996.  Operating  expenses were 23.4% and 30.7% of net sales in
the respective  six-month  periods.  Operating expenses for the first quarter of
fiscal 1996 included a one-time  pre-tax  charge of $1.12 million for in-process
research and development  acquired from Carver Corporation.  See Note 4 of Notes
to Financial Statements.
<PAGE>
Selling  expenses  declined  $43,000,  or 5.5%, to $744,000 for the three months
ended March 31, 1997 compared to the  comparable  fiscal 1996  quarter.  Selling
expenses  were  11.9%  and 11.7% of net sales in the  respective  quarters.  The
decreased  selling  expenses  in dollar  amount were  principally  due to salary
reductions by senior  management,  and marketing,  advertising  and  promotional
expense  reductions,  offset  in  part by  additional  marketing  personnel  and
increased sales incentives.  Selling expenses  increased 13.8% in the first half
of fiscal 1997, to $1.5 million,  compared to $1.3 million for the first half of
fiscal  1996.  Selling  expenses  were  12.8%  and  11.2%  of net  sales  in the
respective  six-month periods. The increased selling expenses resulted primarily
from additional marketing personnel and increased sales incentives.

General and administrative  expenses in dollar amount remained approximately the
same for the three months ended March 31, 1997  compared to the same fiscal 1996
quarter. General and administrative expenses were 10.5% and 9.8% of net sales in
the  respective  quarters.  General and  administrative  expenses were 10.6% and
10.1% of net sales in the respective six-month periods.

Other  expense  increased  $109,000 to $138,000 in the second  quarter of fiscal
1997 from other  expense of $30,000  for second  quarter of fiscal  1996.  Other
expense increased $230,000 to $251,000 in the first half of fiscal 1997 compared
to the first half of fiscal  1996.  The  increases  were due to higher  interest
rates on larger borrowings.

Net  loss  was  $25,000,  or  $.01  per  share  (based  on 3.45  million  shares
outstanding),  for the three  months  ended  March  31,  1997,  compared  to net
earnings  of  $147,000,  or  $0.4  per  share  (based  on  3.65  million  shares
outstanding),  for the three months ended March 31, 1996. Net loss was $338,000,
or $0.10  per share  (based on 3.45  million  shares  outstanding),  for the six
months  ended March 31, 1997,  compared to a net loss of $279,000,  or $0.08 per
share (based on 3.45 million  shares  outstanding),  for the first six months of
fiscal 1996.

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, 1997  primarily  from  increased long term debt. In March
1997,  the  Company  completed  a secured  loan with a third  party  lender  for
$800,000.  The loan  bears  interest  at 11.1% per  annum and is due in  monthly
installments  of $26,258 until maturity on March 1, 2000. The loan is secured by
certain of the Company's machinery and equipment.

During the six months  ended March 31, 1997,  accounts  payable  decreased  $1.7
million,  accounts  receivable  decreased $831,000 and inventories  decreased by
$730,000, leading to an increase in working capital of $405,000.

The Company made capital  expenditures of $156,000 in the six months ended March
31, 1997. Management  anticipates that capital expenditures for the remainder of
fiscal 1997 will be approximately $350,000.  These anticipated expenditures will
be financed from proceeds of short-term debt and cash provided from operations.

The Company has a $5.5 million  revolving bank operating line of credit expiring
on  December  31,  1997.  Borrowings  under the line of credit  are  limited  to
eligible  accounts  receivable  and  inventory,   and  are  subject  to  certain
additional  limits.  Interest on borrowings is equal to the bank's prime lending
rate (8.5% at March 31, 1997) plus 2.0%. Borrowings under the line of credit are
secured by substantially  all of the Company's assets. As of March 31, 1997, the
Company  was  eligible  to borrow  $5.3  million  under  the line of credit  and
borrowings under the line of credit as of that date were $4.2 million.
<PAGE>
PROSPECTIVE ACCOUNTING CHANGE
-----------------------------

The  Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting  Standards (SFAS) No. 128, Earnings Per Share, in February 1997. SFAS
No. 128 will have no effect on the  financial  position or results of operations
of the Company as the  statement  establishes  new  standards  for computing and
presenting earnings per share and supercedes Accounting Principles Board Opinion
No. 15,  Earnings Per Share.  SFAS No. 128 will be adopted by the Company in the
quarter ending December 31, 1997.  Earlier adoption is not permitted.  Pro forma
earnings  (loss) per share under SFAS No. 128 for the three and six months ended
March 31, 1997 and 1996 would not differ materially from the earnings (loss) per
share presently reported.

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;  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.

<PAGE>

PART II.    OTHER INFORMATION

Item 1.    Legal Proceedings                                           NONE

Item 2.    Changes in Securities                                       NONE

Item 3.    Defaults Upon Senior Securities                             NONE

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

The Company held its annual meeting of shareholders on February 18, 1997. 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:

                            Shares              Shares              Shares
      Name                 Voted For           Withheld           Abstaining
      ----                 ---------           --------           ----------

Keith A. Peterson          3,129,654           187,177                0
Timothy G. Johnson         3,129,654           187,177                0
Frank G. Magdlen           3,129,654           187,177                0
Matthew W. Chapman         3,129,654           187,177                0

2.    The shareholders  approved certain  amendments to the Company's 1995 Stock
      Option Plan and approved  the Amended and Restated  1995 Stock Option Plan
      by the following vote:

    Shares                Shares              Shares                Broker
   Voted For           Voted Against        Abstaining             Non-Votes
   ---------           -------------        ----------             ---------

   2,598,195             229,530              6,038                  483,068

3.    The shareholders  voted to ratify  management's  selection of auditors for
      fiscal  1997 by the  affirmative  vote of  3,286,159  shares,  with 28,187
      shares voting against ratification and 2,485 shares abstaining.

Item 5.    Other Information                                    NONE

Item 6.    Exhibits and Reports on Form 8-K

           (a)  Exhibits

               10.1 Amendment dated April 18, 1997 to Loan Agreement dated as of
                    February  4, 1997  between  the  Company  and United  States
                    National Bank of Oregon

               10.2 Amended and Restated 1995 Stock Option Plan (incorporated by
                    reference to Appendix A to the  Company's  definitive  proxy
                    statement filed with the Securities and Exchange  Commission
                    on January 15, 1997)

               10.3 Third  Amendment dated as of January 15, 1997 to the License
                    Agreement  for  the  Automobile  Audio   Aftermarket   dated
                    September  30,  1993,  as  amended,  between the Company and
                    Intersonics Technology Corporation. ***

           *** Certain  material  contained  in this  exhibit and  indicated  by
           asterisks has been omitted and filed  separately  with the Securities
           and Exchange  Commission  pursuant to an application for confidential
           treatment under Rule 24b-2 promulgated under the Securities  Exchange
           Act of 1934, as amended.

                      27   Financial Data Schedule

           (b)  Reports on Form 8-K

                      None.



<PAGE>


                                   Signatures


In accordance with 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.



 By  /s/ Joseph K. O'Brien
     ---------------------

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

 Dated:  May 13, 1997

<PAGE>


                                  FORM 10-QSB
                                Index to Exhibits


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


10.1 Amendment  dated April 18, 1997 to Loan  Agreement  dated
     as of February 4,1997 between the Company and United States
     National Bank of Oregon                                                 14

10.2 Amended and Restated 1995 Stock Option Plan  (incorporated
     by reference to Appendix  A to the  Company's  definitive 
     proxy  statement  filed with the Securities and Exchange 
     Commission on January 15, 1997)

10.3 Third Amendment  dated as of January 15, 1997 to the License 
     Agreement for the Automobile  Audio  Aftermarket  dated 
     September 30, 1993, as amended, between the Company and 
     Intersonics Technology Corporation. ***                                 15

      *** Certain material  contained in this exhibit and indicated by asterisks
has  been  omitted  and  filed  separately  with  the  Securities  and  Exchange
Commission  pursuant to an application  for  confidential  treatment  under Rule
24b-2 promulgated under the Securities Exchange Act of 1934, as amended.


27     Financial Data Schedule                                               17