<PAGE>   1
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                       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 SEPTEMBER 30,
         1996.

                                       Or


[ ]      TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM               TO
                                                             ------------- 
                     , 19    .
         ------------    ----

                       Commission file number :  0-20937

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


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

           Florida                                        59-3171810
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization) 

            900 Winderley Place, Suite 140, Maitland, Florida  32751
                    (Address of principal executive offices)

                                 (407) 667-0033
              (Registrant's telephone number including area code)

                                      N/A
  (Former name, former address and former fiscal year, if changed since last
                                    report)


         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 
                                                  -----     -----

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

               Class                         Outstanding at November 4, 1996

   Common Stock, $0.01 par value                         3,831,825
                                                         (No. of Shares)

================================================================================
<PAGE>   2

                        PHOENIX INTERNATIONAL LTD., INC.

                               INDEX TO FORM 10-Q

<TABLE>   
<CAPTION> 
                                                                                             PAGE
                                                                                             ----
<S>                  <C>                                                                     <C>
PART I               FINANCIAL INFORMATION

  Item 1.            Financial Statements
                     
                     Condensed Consolidated Balance Sheets                                   
                     as of September 30, 1996 and
                     December 31, 1995                                                       3
                     
                     Condensed Consolidated Statements of
                     Operations for the Three Months and
                     Nine Months ended September 30, 1996
                     and 1995                                                                4

                     Condensed Consolidated Statements of
                     Cash Flows for the Nine Months ended
                     September 30, 1996 and 1995                                             5
                                  
                     Notes to Condensed Consolidated
                     Financial Statements                                                    6

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

PART II              OTHER INFORMATION

  Item 1.            Legal Proceedings                                                       13

  Item 2.            Changes in Securities                                                   13
                                                                          
  Item 3.            Defaults upon Senior Securities                                         13
                                                                     
  Item 4.            Submission of Matters to a Vote of
                     Security Holders                                                        13

  Item 5.            Other Information                                                       13

  Item 6.            Exhibits and Reports on Form 8-K                                        13
</TABLE> 

SIGNATURES

EXHIBIT
INDEX
                                       2
<PAGE>   3
                       PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                        PHOENIX INTERNATIONAL LTD., INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                      September 30,       December 31,
                                                                                           1996               1995
                                                                                      -------------       ------------
                                                                                       (Unaudited)
<S>                                                                                  <C>                 <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                         $  3,613,068        $   425,931
   Investments                                                                          2,694,575                 --
   Accounts receivable, net of allowance                                                  
     for doubtful accounts of $10,000                                                     672,076            328,693
   Unbilled accounts receivable                                                           242,472            108,320
   Interest receivable, related party                                                         --             105,001
   Prepaid expenses and other current assets                                              326,347            174,339
   Deferred tax asset                                                                      42,445            390,769
                                                                                     ------------        -----------
          Total current assets                                                          7,590,983          1,533,053

Property and equipment:
   Computer equipment and purchased software                                              939,557            522,571
   Furniture, office equipment and leasehold improvements                                 249,174            245,762
                                                                                     ------------        -----------
                                                                                        1,188,731            768,333
   Accumulated depreciation and amortization                                             (336,667)          (191,826)
                                                                                     ------------        -----------
          Total property and equipment                                                    852,064            576,507

Capitalized software development costs, net of accumulated
   amortization of $336,077 and $107,647 at September 30, 1996 and
   December 31, 1995, respectively                                                      1,742,102          1,118,729
                                                                                     ------------        -----------
          Total assets                                                               $ 10,185,149        $ 3,228,289
                                                                                     ============        ===========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
   Current liabilities:
     Accounts payable                                                                $    244,016        $   264,274
     Accrued expenses                                                                     637,411            279,521
     Note payable, related party                                                               --             35,203
     Payable to vendor                                                                         --            140,000
     Deferred revenue                                                                     922,082          3,077,393
                                                                                     ------------        -----------
          Total current liabilities                                                     1,803,509          3,796,391

Shareholders' equity (deficit):
Common Stock, 3,831,825 issued at September 30, 1996                                       38,318                 --
Class A through E common stock, 2,992,330 issued at December 31, 1995                          --          1,671,190
Additional paid-in capital                                                             10,696,826          2,368,470
Stock subscription receivable                                                            (115,809)        (1,318,524)
Accumulated deficit                                                                    (2,237,695)        (3,289,238)
                                                                                     ------------        -----------
          Total shareholders' equity (deficit)                                          8,381,640           (568,102)
                                                                                     ------------        -----------
                    Total liabilities and shareholders' equity (deficit)             $ 10,185,149        $ 3,228,289
                                                                                     ============        ===========
</TABLE>


The accompanying notes are an integral part of these consolidated balance 
sheets.

                                       3
<PAGE>   4

                        PHOENIX INTERNATIONAL LTD., INC.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                             Three Months Ended                 Nine Months Ended
                                                                September 30,                     September 30, 
                                                          -------------------------        ---------------------------
                                                             1996            1995              1996            1995
                                                          ----------       --------        ----------       ----------
<S>                                                       <C>              <C>              <C>              <C>
Revenues:
  License fees and other                                  $1,779,341     $  316,002        $4,184,753       $3,118,784   
  Implementation, customer and software                   
   support and other service fees                          1,105,839        472,765         2,583,464          960,580   
                                                          ----------     ----------        ----------       ----------   
        Total revenues                                     2,885,180        788,767         6,768,217        4,079,364
                                                                                                           
Expenses:                                                                                                  
  Cost of license fees and other                             194,592        111,553           475,862          287,675
  Cost of implementation, customer and                       597,456        365,455         1,551,985          864,536
   software support and other service fees                                                                 
  Sales and marketing                                        385,094        266,707           867,735          728,809
  General and administrative                                 449,602        262,130         1,286,996          854,933
  Product development                                        511,909        192,152         1,174,854          401,862
                                                          ----------     ----------       -----------       ----------
        Total expenses                                     2,138,653      1,197,997         5,357,432        3,137,815
                                                                                           
Other income (expense):                                                                    
  Interest income                                             87,005         35,091           143,897           97,656
  Interest expense                                            (3,175)        (1,082)          (19,231)         (13,025)
  Other income                                                (2,242)        (2,216)           (2,242)          73,054
                                                          ----------     ----------       -----------       ----------
Income before income taxes                                   828,115       (377,437)        1,533,209        1,099,054
Income tax expense                                           269,548             --           481,666          255,999
                                                          ----------     ----------        ----------       ----------
Net income                                                $  558,567     $ (377,437)       $1,051,543       $  843,055
                                                          ==========     ==========        ==========       ==========
                                                                                            
Net income per share                                      $     0.14     $    (0.12)       $     0.29       $     0.26
                                                          ==========     ==========        ==========       ==========
                                                           
Weighted average shares outstanding                       $4,116,868      3,146,234         3,603,617        3,214,315
                                                          ==========     ==========         =========       ==========

</TABLE>


The accompanying notes are an integral part of these condensed consolidated
statements of operations.

                                      4
<PAGE>   5

                        PHOENIX INTERNATIONAL LTD., INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                                    Nine Months Ended
                                                                      September 30,
                                                                -------------------------
                                                                    1996          1995
                                                                -----------    ----------
<S>                                                              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                       $1,051,543    $  843,055
  Adjustments to reconcile net income to net cash provided by  
  (used in) operating activities:   
    Depreciation and amortization                                   373,271       143,956
    Satisfaction of payable to vendor                              (100,000)          --
    Stock and stock options issued for compensation                    --           2,500
    Deferred taxes                                                  348,324        68,101
    Changes in operating assets and liabilities:         
      Accounts receivable                                          (343,383)     (279,893)
      Unbilled accounts receivable                                 (134,152)     (520,101)
      Interest receivable, related party                            105,001       (75,861)
      Prepaid expenses and other current assets                    (152,008)     (139,678)
      Accounts payable                                              (20,258)      111,811
      Accrued expenses                                              357,890       (15,096)
      Deferred revenue                                           (2,155,311)      855,239
                                                                 ----------    ----------
                 Net cash provided by (used in) operating          (669,083)      994,033
                 activities                              

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment                                (420,398)     (253,141)
Increase in investments                                          (2,694,575)           --
Capitalized software development costs                             (851,803)     (923,033)
                                                                 ----------    ---------- 
                 Net cash used in investing activities           (3,966,776)   (1,176,174)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term debt                                       247,031        21,254
Net proceeds from issuance of common stock                        6,577,204       502,555
Payment on short-term debt                                         (322,234)     (260,000)
Cash payments for stock subscription receivable                   1,320,995        34,290
                                                                 ----------    ----------
                 Net cash provided by financing activities        7,822,996       289,099

Net increase in cash and cash equivalents                         3,187,137       115,958
                                                                
Cash and cash equivalents at beginning of the period                425,931       605,309
                                                                 ----------    ----------
Cash and cash equivalents at end of the period                   $3,613,068    $  721,267
                                                                 ==========    ==========

</TABLE>

The accompanying notes are an integral part of these condensed consolidated
statements of cash flows.

                                       5
<PAGE>   6

                        PHOENIX INTERNATIONAL LTD., INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


         1.      BASIS OF PRESENTATION

                 The accompanying unaudited condensed consolidated financial
         statements include all adjustments, consisting only of normal
         recurring accruals, which the Company considers necessary for a fair
         presentation of the financial position and the results of operations
         for the interim periods presented.  The condensed consolidated
         financial statements have been prepared in accordance with the rules
         and regulations of the Securities and Exchange Commission.
         Accordingly, certain information and footnote disclosures usually
         found in financial statements prepared in accordance with generally
         accepted accounting principles have been condensed or omitted.  The
         condensed consolidated financial statements should be read in
         conjunction with the consolidated financial statements and "Selected
         Consolidated and Financial Operating Data" included in the Company's
         Registration Statement (the "Registration Statement") on Form S-1
         (Registration Number 33-03355), as amended, declared effective by the
         Securities and Exchange Commission on July 1, 1996.

         2.      INITIAL PUBLIC OFFERING

                 On July 1, 1996, the Company's initial public offering of
         670,000 shares of common stock was declared effective by the
         Securities and Exchange Commission.  On July 8, 1996, the Company
         completed the initial public offering, issued the common stock and
         received net proceeds of approximately $6.4 million (after deducting
         underwriting discounts of $0.6 million and offering costs of $1.1
         million).  On July 8, 1996, the Company received $1,319,000 plus
         accrued interest of $159,000 from its Chairman and CEO, Mr.
         Yusefzadeh, for payment of stock subscriptions receivable due from Mr.
         Yusefzadeh and his affiliate out of the proceeds of shares sold by Mr.
         Yusefzadeh and his affiliate in the initial public offering.

                 The Company used $334,000 of the net proceeds to repay debt
         and accrued interest including bank term and line of credit loans, an
         equipment note to Mr. Yusefzadeh and funds payable to a vendor.

         3.      RESTRICTED CASH AND INVESTMENTS

                 Cash and cash equivalents as of September 30, 1996
         include $190,000 which is restricted and secures a letter of credit.
         In October 1996, the Company received $190,000 from a government
         municipality under a job growth incentive economic development
         agreement, and the letter of credit secures the grant until the
         Company completes its obligations.

                 The Company has funds invested in short-term interest bearing
         investment grade securities.  The Company considers all highly liquid
         investments, with a maturity of three months or less as cash
         equivalents and considers investments with a maturity of one year or
         less as short-term investments.  Short-term investments are stated at
         cost plus accrued interest which approximates fair value.

                                      6
<PAGE>   7

         4.      COMMON STOCK SPLIT AND CONVERSION

                 On May 6, 1996, the Board of Directors approved a
         2.321-for-one share split of the Company's capital stock (classes A
         through E).  In addition, the Company amended its articles of
         incorporation effective May 8 to reduce the par value of each of the
         Company's capital stock (Classes A through E) in accordance with the
         stock split and to increase the number of authorized shares of Class A
         Common Stock to 1,500,000 shares.  All share and per share amounts
         related to common stock have been retroactively restated to reflect
         the stock split for all periods presented.

                 On July 8, 1996, all outstanding shares of the Company's
         capital stock (classes A through E common stock) converted into common
         stock, $0.01 par value, on a share for share basis as approved on June
         12, 1996 by the shareholders of the Company.  This recapitalization
         did not change total shareholders' equity (deficit).

         5.      NET INCOME PER SHARE

                 Net income per share is based on the weighted average number
         of common shares outstanding and dilutive common stock equivalents
         outstanding, using the treasury stock method, during the periods
         presented.  Pursuant to Securities and Exchange Commission Staff
         Accounting Bulletin No. 83, common stock issued for consideration
         below the public offering price and stock options issued with exercise
         prices below the public offering price during the twelve-month period
         preceding the initial filing and through the effective date of the
         Registration Statement have been included in the calculation of
         weighted average shares outstanding, using the treasury stock method,
         as if they were outstanding for all periods presented through March
         31, 1996.

                                      7
<PAGE>   8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATION

         The following discussion contains forward-looking statements that
involve risks and uncertainties.  The Company's actual results may differ
materially from the results discussed in the forward-looking statements, and
the Company's operating performance each quarter is subject to various risks
and uncertainties that are discussed in detail in the Company's filings with
the Securities and Exchange Commission, including the "Risk Factors" section in
the Company's Registration Statement (the "Registration Statement") on Form S-1
(Registration Number 33-03355), as amended, declared effective by the
Securities and Exchange Commission on July 1, 1996

OVERVIEW

         Phoenix designs, develops, markets and supports highly adaptable,
enterprise-wide client/server application software for the financial services
industry, with a primary focus on middle market banks.  Phoenix was founded in
January 1993 and made its initial nondevelopment stage product shipments in
June 1995.  During its development stage, the Company's business focused
primarily on the development of its software and marketing of the Phoenix
Retail Banking System (the "Phoenix System") to certain development stage
customers.

         The Company's revenues are derived from two primary sources: (i)
license fees for software products and other revenues and commissions from the
sale and delivery of software and hardware products of third party vendors; and
(ii) fees for a full range of services complementing its products, including
implementation, conversion and installation services, training, interface
services for tying the Phoenix System to third-party application software, and
customer and software support services.  License fees for the Company's
software products are charged separately from fees for the Company's services
and are recognized upon delivery, when no significant vendor obligations remain
and collection of the resulting receivables is deemed probable.  Revenues for
implementation, conversion, installation, training and interface services are
recognized when the services are performed.  Service revenues for ongoing
customer and software support and product updates provide recurring revenues as
they are recognized ratably over each year of the license agreement, the term
of which is typically five years.

         Future operating results will depend on many factors, including,
without limitation, the demand for the Company's products, the level of product
and price competition, the Company's success in expanding its direct sales
force and indirect distribution channels, the mix of direct and indirect sales,
the mix of foreign and domestic sales, the ability of the Company to develop
and market new products, the ability of the Company to control operating
expenses, changes in Company strategy, personnel changes, changes in
legislation and regulation, foreign currency exchange rates and general
economic factors.

                                      8

<PAGE>   9
RESULTS OF OPERATIONS

Three Months Ended September 30, 1996 Compared to Three Months Ended September
30, 1995

         Revenues.  Total revenues were $2.9 million and $789,000 for the
quarters ended September 30, 1996 and 1995, respectively.  Revenues from
license fees and other increased $1.5 million or 463% to $1.8 million for the
quarter ended September 30, 1996 from $316,000 in the quarter ended September
30, 1995 due to increased customers and larger license fees.  License fees and
other revenue included $880,000 from a single foreign customer.  Revenues from
implementation, customer and software support and other service fees increased
$633,000 or 134% to $1.1 million in the quarter ended September 30, 1996 from
$473,000 in the quarter ended September 30, 1995.

         Expenses.  Cost of license fees and other was $195,000 and $112,000 in
the quarters ended September 30, 1996 and 1995, respectively.  These costs
consisted of amortization of capitalized software development costs and third
party software royalties which relate to software which is sold and installed
with the Company's products.  Amortization of software development costs
increased in the quarter ended September 30, 1996 compared to the quarter ended
September 30, 1995 because:  (i) amortization costs were only first recorded in
June 1995 after general release of the Phoenix System; and (ii) the amount of
monthly amortization increased as the Company capitalized additional software
development costs.  Third party software royalties increased in the quarter
ended September 30, 1996 from the quarter ended September 30, 1995 due to
higher sales of third party software licenses.

         Cost of implementation, customer and software support and other
service fees consists primarily of personnel related costs incurred in
providing implementation, conversion and installation services, training and
customer support.  Cost of implementation, customer and software support and
other service fees increased $232,000 or 63.5% to $597,000 in the quarter ended
September 30, 1996 from $365,000 in the quarter ended September 30, 1995 as a
result of additional personnel costs related to increased Phoenix System
implementation activity.

         Sales and marketing expenses increased $118,000 or 44.4% to $385,000
in the quarter ended September 30, 1996 from $267,000 in the quarter ended
September 30, 1995 as a result of an expansion of sales and marketing staffing
and personnel related costs.

         General and administration expenses increased $188,000 or 71.5% to
$450,000 in the quarter ended September 30, 1996 from $262,000 in the quarter
ended September 30, 1995.  The increase was primarily the result of increased
personnel costs, professional services and public company related expenses.

         Product development expenses increased $320,000 or 166% to $512,000 in
the quarter ended September 30, 1996 from $192,000 in the quarter ended
September 30, 1995.  As the Company continued to expand and enhance the Phoenix
System, product development expenses increased as a result of increased
staffing and personnel related costs.

         Other Income (Expense).  Interest income was $87,000 and $35,000 in
the quarters ended September 30, 1996 and 1995, respectively.  Interest income
increased primarily due to the increase in interest bearing funds from the
initial public offering of the Company's common stock in July 1996.

                                      9
<PAGE>   10
         Income Tax Expense.  Income tax expense was $270,000 and $0 in the
quarters ended September 30, 1996 and 1995, respectively.  These income tax
expenses represent withholding taxes which relate to the license of the
Company's products to foreign customers and which are contractually payable by
those customers.  The Company has a net operating loss carry forward and tax
credits that should limit the Company's United States income tax liability
during the remainder of 1996.

         Net Income.  Net income increased $936,000 to $559,000 in the quarter
ended September 30, 1996 from a loss of $377,000 in the quarter ended September
30, 1995.


Nine Months Ended September 30, 1996 Compared to Nine Months Ended September
30, 1995

         General.  The Company changed its fiscal year end to December 31
during 1995.  However, the nine months ended September 30, 1995 includes
operating results for the month of January 1995 which were included in
financial statements for the year ended January 1, 1995.

         Revenues.  Total revenues were $6.8 million and $4.1 million for the
nine months ended September 30, 1996 and 1995, respectively.  Revenues from
license fees and other increased $1.1 million or 34.2% to $4.2 million for
the nine months ended September 30, 1996 from $3.1 million in the nine months
ended September 30, 1995.  Phoenix first recognized revenue from licensing of
its software upon introduction of its initial nondevelopmental stage product in
June 1995.  Revenues from license fees and other of $3.1 million in the nine
months ended September 30, 1995 included license fees of $2.1 million from a
single foreign customer.  Revenues from implementation, support and other
service fees increased $1.6 million or 169% to $2.6 million in the nine months
ended September 30, 1996 from $961,000 in the nine months ended September 30,
1995 due to increased implementation and support fees.

         Expenses.  Cost of license fees and other increased to $476,000 in the
nine months ended September 30, 1996 from $288,000 in the nine months ended
September 30,1995 as result of higher amortization of software development
costs.  These costs increased in the nine months ended September 30, 1996
compared to the nine months ended September 30, 1995 because:  (i) amortization
costs were only first recorded in June 1995 after general release of the
Phoenix System; and (ii) the amount of monthly amortization increased as the
Company capitalized additional software development costs.

         Cost of implementation, customer and software support and other
service fees consists primarily of personnel related costs incurred in
providing implementation, conversion and installation services, training and
customer support.  Cost of implementation, customer and software support and
other service fees increased $687,000 or 79.5% from $865,000 in the nine months
ended September 30, 1995 to $1.6 million in the nine months ended September 30,
1996 as a result of additional personnel costs related to increased Phoenix
System implementation activity.

         Sales and marketing expenses increased $139,000 or 19.1% to $868,000
in the nine months ended September 30, 1996 from $729,000 in the nine months
ended September 30, 1995 as a result of an expansion of sales and marketing
staffing and personnel related costs.


                                      10
<PAGE>   11
         General and administrative expenses increased $432,000 or 50.5% to
$1.3 million in the nine months ended September 30, 1996 from $855,000 in the
nine months ended September 30, 1995.  The increase was primarily the result of
increased personnel costs, professional services and public company related
expenses.

         Product development expenses increased $773,000 or 192% to $1.2
million in the nine months ended September 30, 1996 from $402,000 in the nine
months ended September 30, 1995. As the Company continued to expand and enhance
the Phoenix System, product development expenses increased as a result of
increased staffing and personnel related costs.

         Other Income (Expense).  Interest income, was $144,000 and $98,000 in
the nine months ended September 30, 1996 and 1995, respectively. Interest
income increased primarily due to the increase in interest bearing funds from
the initial public offering of the Company's common stock in July 1996.
Interest expense increased to $19,000 in the nine months ended September 30,
1996 compared to $13,000 in the nine months ended September 30, 1995 as a
result of increased interest from bank equipment and line of credit loans in
the nine months ended September 30, 1996.  Other income of $73,000 in the nine
months ended September 30, 1995 consisted principally of the fair market value
of computer equipment given to Phoenix by a computer company to enable Phoenix
to develop and test the Phoenix System on such company's equipment.

         Income Tax Expense.  Income tax expense was $482,000 and $256,000 in
the nine months ended September 30, 1996 and 1995, respectively.  These income
tax expenses represent withholding taxes which relate to the license of the
Company's products to foreign customers and which are contractually payable by
those customers.  The Company has a net operating loss carry forward and tax
credits that should limit the Company's United States income tax liability
during the remainder of 1996.

         Net Income.  Net income increased $208,000 or 24.7% to $1.1 million in
the nine months ended September 30, 1996 from $843,000 in the nine months ended
September 30, 1995.

LIQUIDITY AND CAPITAL RESOURCES

         On July 8, 1996, the Company received net proceeds of $6.4 million
from the sale of 670,000 shares of common stock in its initial public offering.
On July 8, 1996, the Company received $1.3 million plus accrued interest of
$159,000 from its Chairman and CEO, Mr. Yusefzadeh, for payment of stock
subscriptions receivable due from Mr. Yusefzadeh and his affiliate out of the
proceeds of shares sold by Mr. Yusefzadeh and his affiliate in the initial
public offering.

         The Company used $334,000 of the net proceeds to repay debt and
accrued interest including bank term and line of credit loans, an equipment
note to Mr. Yusefzadeh and funds payable to a vendor.

         Cash and cash equivalents were $3.6 million and $426,000 at September
30, 1996 and December 31, 1995, respectively.  Short-term investments were $2.7
million and $0 at September 30, 1996 and December 31, 1995, respectively.  For
the nine months ended September 30, 1996, cash used by operations was $669,000.
Reduction of deferred revenue of $1,428,000 and $2,155,000 in the three and
nine months ended September 30, 1996, respectively, were significant uses of
cash in operating activities.  Deferred revenue balances


                                      11
<PAGE>   12

declined as license fee and service revenues were recognized during the periods
without net offsetting additions from new contracts.  Investing activities used
cash of $4.0 million, including $2.7 million for short term investments and
$852,000 for capitalized software development costs.  Financing activities
provided $7.8 million in cash, including $6.4 million in net proceeds from the
initial public offering and $1.3 million from the payment of stock
subscriptions receivable.

         Working capital increased to $5.8 million at September 30, 1996 from a
deficit of $2.3 million at December 31, 1995.  Excluding deferred revenue,
which represent advance payments for license fees and services, and related
deferred tax assets, adjusted working capital was $6.7 million at September 30,
1996 and $423,000 at December 31, 1995.

         The Company believes that cash balances, investments and cash flow
from operations will be sufficient to meet its working capital, capital
expenditure and capitalized software development requirements for the
foreseeable future.  Cash flows from operating activities are dependent on
continued advance payments from customers, and there is no assurance that the
Company will continue to receive these payments from customers or that it will
continue to receive these payments in advance on the same terms as it has in
the past.  The Company anticipates that its operating and investing activities
may use cash in the future, particularly from growth in operations and
development activities.  Consequently, any such future growth may require the
Company to obtain additional equity or debt financing.


                                      12
<PAGE>   13
                          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

      None.

ITEM 5.  OTHER INFORMATION

      None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      a)      Exhibits


<TABLE>
<CAPTION>
 Exhibit
   No.    Description
   ---    -----------
  <S>     <C>
   3.1    Amended and Restated Articles of Incorporation, as filed with the
          Secretary of State of the State of Florida on July 8, 1996 
          (incorporated by reference to Exhibit 3.1 of the Company's Form 10-Q, 
          dated August 14, 1996, File No. 0-20937).
   3.2    Amended and Restated Bylaws, effective July 8, 1996, (incorporated by
          reference to Exhibit 3.2 of the Company's Form 10-Q, dated August 14,
          1996, File No. 0-20937).
   4.1    See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated
          Articles of Incorporation and Amended and Restated Bylaws defining
          the rights of the holders of Common Stock of the Company
          (incorporated by reference to Exhibit 4.1 of the Company's Form 10-Q,
          dated August 14, 1996, File No. 0-20937).
   10.1   Lease Agreement, dated September 11, 1996, between 500 International
          Parkway Development Company and the Company.
  11.1    Statement re:  Computation of Earnings Per Share.
  27.1    Financial Data Schedule.
</TABLE>


         b)      Reports on Form 8-K

                 None.


                                      13
<PAGE>   14




                                   SIGNATURES

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


                                        PHOENIX INTERNATIONAL LTD., INC.



November 5, 1996               /s/ Bahram Yusefzadeh
----------------               -------------------------------------------------
Date                           Bahram Yusefzadeh
                               Chairman of the Board and Chief Executive Officer



November 5, 1996               /s/ Clay E. Scarborough
----------------               -------------------------------------------------
Date                           Clay E. Scarborough
                               Senior Vice President and Chief Financial Officer

<PAGE>   15


                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
  Exhibit
    No.   Description                                                               Page
    ---   -----------                                                               ----
   <S>    <C>                                                                       <C>
    3.1   Amended and Restated Articles of Incorporation, as filed with the
          Secretary of State of the State of Florida on July 8, 1996
          (incorporated by reference to Exhibit 3.1 of the Company's Form 10-Q,
          dated August 14, 1996, File No. 0-20937) ...............................
    3.2   Amended and Restated Bylaws, effective July 8, 1996 (incorporated by
          reference to Exhibit 3.2 of the Company's Form 10-Q, dated August 14,
          1996, File No. 0-20937) ................................................
    4.1   See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated
          Articles of Incorporation and Amended and Restated Bylaws defining
          the rights of the holders of Common Stock of the Company
          (incorporated by reference to Exhibit 4.1 of the Company's Form 10-Q,
          dated August 14, 1996, File No. 0-20937) ...............................
   10.1   Lease Agreement, dated September 11, 1996, between 500 International
          Parkway Development Company and the Company ............................
   11.1   Statement re:  Computation of Earnings Per Share .......................
   27.1   Financial Data Schedule ................................................
</TABLE>