The circuit presented here is a 3W stereo audio amplifier with memory UP/DOWN volume control. The project is based on PAM8408 IC from Diode Incorp, a filter-less class-D amplifier with high SNR and Differential input that helps eliminate noise. Two tactile switches are provided to control the UP/DOWN volume in 32-steps and it will hold the setting when the chip is in shutdown mode. The operating supply is 2.5V to 6V DC and this supply range helps to operate it with batteries like the use of 4 x Alkaline batteries. The small PCB size, 87% efficiency, low cost, minimum external components make this project ideal for portable applications. The PAM8408 also has built-in auto-recovery SCP (Short Circuit Protection) and thermal shutdown. The circuit works with differential audio signal input. It is advisable to use shielded wire for the audio input signals. Jumper J3 is open in normal operation, and if you close it puts the amplifier into shutdown mode and the audio volume will memorize when shutdown mode is recovered. Solder jumpers J1 and J2 are optional and of no use, it is advisable to keep these jumpers open. Connector CN1 is for power supply, CN2 is for audio signal input, CN3, and CN4 are for the speaker, Jumper J3 is for Shutdown, D1 is the power LED, Switch 1 increases volume, and Switch 2 decreases volume.