EXHIBIT 99.1

                    Certain Factors to Consider in Connection
                         with Forward-Looking Statements

                                  December 2000

      From time to time,  Phoenix Gold  International,  Inc.,  (the  "Company"),
through its management,  may make forward-looking public statements with respect
to the  Company  regarding,  among other  things,  expected  future  revenues or
earnings,  projections,  plans,  future  performance,  product  development  and
commercialization,   and  other  estimates  relating  to  the  Company's  future
operations.  Forward-looking  statements  may be included in reports filed under
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), in press
releases or in oral statements made with the approval of an authorized executive
officer or director of the Company.  The words or phrases "will likely  result,"
"are expected  to,"  "intends,"  "is  anticipated,"  "estimates,"  "projects" or
similar expressions are intended to identify "forward-looking statements" within
the meaning of Section 21E of the Exchange Act and Section 27A of the Securities
Act of 1933, as amended, as enacted by the Private Securities  Litigation Reform
Act of 1995.

      Forward-looking   statements   are  subject  to  a  number  of  risks  and
uncertainties.  The  Company  cautions  you not to place  undue  reliance on its
forward-looking  statements  which  speak  only as of the date on which they are
made. The Company's actual results may differ materially from those described in
the forward-looking  statements as a result of various factors,  including those
listed  below.  The  Company  does not  intend  to  update  its  forward-looking
statements.

      Pursuant  to  the  "safe  harbor"  provisions  of the  Private  Securities
Litigation Reform Act of 1995, the Company hereby files the following cautionary
statements  identifying  certain  factors that could cause its actual results to
differ materially from those described in its forward-looking statements.

      COMPETITION.  The  market  for the  Company's  products  is served by many
domestic  and  international  companies  and is  intensely  competitive,  highly
fragmented  and  rapidly  changing.  Some  of  the  Company's  competitors  have
significantly greater financial and technical resources than the Company and may
offer lower prices on competing  products.  There can be no assurance that other
companies,  including  those with greater  resources than the Company,  will not
seek to compete with the Company using the same means of distribution or that in
the face of such  competition  the Company  will be able to maintain its current
market share or rate of growth.

      In its accessories line, the Company competes with other manufacturers and
distributors,  as well as with consumer electronics equipment manufacturers that
market  their  own  lines  of  accessories.  The  Company  competes  with  audio
electronics  and speaker  manufacturers  that market  their  products  primarily
through specialty dealer networks and mass merchandise retail stores.  There can
be no  assurance  that  the  Company  will be able to  compete  successfully  by
introducing  products or performance features on a timely basis or by adding new
features to its products while limiting price increases.  Increased  competition
could result in product  price  reductions,  reduced  margins and loss of market
share,  all of which could materially  adversely affect the Company's  financial
condition and results of operations.


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      POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS AND SEASONALITY. The Company's
quarterly  results of  operations  are  difficult  to predict and may  fluctuate
significantly  from quarter to quarter.  The Company's results of operations are
principally   affected  by  the  seasonality  of  the  car  audio   aftermarket.
Historically,  the Company's net sales have been greater during the third (April
through  June) and fourth (July  through  September)  quarters of the  Company's
fiscal year than during the first two fiscal quarters. Due to the seasonality of
its business,  the Company's quarterly results of operations may not necessarily
be indicative of its results of operations for the year.

      The  Company's  results of  operations  may also  fluctuate on a quarterly
basis because of changes in general economic conditions,  the size and timing of
product  orders and  shipments,  the  introduction  of new  products and product
enhancements  by the  Company  and its  competitors,  the  timing  of  operating
expenditures and the risks inherent in international  operations such as changes
in demand resulting from fluctuations in interest and exchange rates, changes in
trade policies,  changes in tariff regulations and economic  conditions in other
countries,   among  other  factors.  A  significant  portion  of  the  Company's
manufacturing and operating  expenses are relatively fixed in nature and planned
expenses are based  primarily on sales  forecasts.  If net sales do not meet the
Company's expectations, operating results could be materially adversely affected
if the  Company  is  unable  to  adjust  operating  expenses  quickly  enough to
compensate for a revenue  shortfall.  In addition,  as a strategic response to a
changing competitive environment,  the Company may make certain pricing, product
or  marketing  decisions  that  could  have a  material  adverse  effect  on the
Company's quarterly results of operations.

      ADVERSE  EFFECT  OF  REDUCED  DISCRETIONARY  CONSUMER  SPENDING.  Consumer
purchases of accessories, electronics and speakers are highly discretionary. The
success of the Company is influenced by a number of economic  factors  affecting
disposable income such as employment levels,  business conditions,  and interest
and tax rates.  Adverse  changes in these economic  factors,  among others,  may
cause  consumers  to reduce  their  discretionary  spending,  thereby  adversely
affecting the Company's results of operations and growth.

      DEPENDENCE  ON A  SIGNIFICANT  CUSTOMER.  The  loss  of  Bose  Corporation
("Bose") as a customer or any  significant  portion of Bose orders  could have a
material  adverse  effect on the Company's  business,  results of operations and
financial condition.  Bose accounted for 10.8% of the Company's net sales during
the year ended September 30, 2000. The Company entered into its present purchase
agreement with Bose in 1997 which does not contain minimum or scheduled purchase
requirements.  Therefore,  purchase  orders by Bose may fluctuate  significantly
from quarter to quarter over the term of the agreement.  The purchase  agreement
was extended beyond its scheduled  expiration date of December 31, 1999 to March
31,  2001.  The  Company  and  Bose are  currently  negotiating  a new  purchase
agreement.  There can be no assurance that the Company will be able to negotiate
a purchase  agreement  with Bose on acceptable  terms or that  purchases will be
made by Bose under any agreement.

      NEED FOR INTRODUCTION OF NEW PRODUCTS AND PRODUCT ENHANCEMENTS. The market
for the Company's  products is characterized by rapid  technological  change and
the need for frequent  introduction  of new products and models.  The  Company's
success  depends in part upon its ability to maintain  and enhance its  products
and to develop and  introduce  new  products  that keep pace with  technological
developments,  respond to evolving  customer  preferences and  requirements  and
achieve market  acceptance.  Any failure by the Company to anticipate or respond
adequately  to  technological  developments  and customer  requirements,  or any


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significant delays in product development or introduction, could have a material
adverse effect on the Company's financial condition and results of operations.

      The success of product  enhancements and new products depends on a variety
of factors,  including product  selection,  timely completion of product design,
efficient  implementation of manufacturing and assembly  processes and effective
sales and marketing.  In addition,  dealers may be reluctant to sell new Company
products for a number of reasons, including loyalty to competing products.

      DEPENDENCE ON SUPPLIERS. The Company is dependent on a number of suppliers
for raw  materials,  components,  a small number of  subassemblies,  and certain
finished  goods.  Certain  of these  materials,  components,  subassemblies  and
finished  goods are  obtained  from a single  supplier  or a  limited  number of
suppliers. The Company has no long-term contracts with any suppliers.  Component
or raw materials shortages, production delays, work stoppages or quality control
issues  experienced by these suppliers or any other  circumstances  resulting in
any of those  suppliers  ceasing  to supply  the  Company  could have a material
adverse impact on the Company's  financial  condition and results of operations.
While the Company has not experienced significant shortages in the supply of raw
materials, components, subassemblies and finished goods in the past, there is no
assurance  that  supply  shortages  will not  occur in the  future.  The loss of
certain  suppliers  or delays  in  shifting  to new  suppliers  could  result in
manufacturing or shipping delays,  which could have a material adverse effect on
the Company's results of operations.

      CONTROL  BY  CURRENT  SHAREHOLDERS.   Keith  A.  Peterson,  the  Company's
Chairman,  President and Chief Executive  Officer,  and Timothy G. Johnson,  the
Company's Executive Vice President and Chief Operating Officer, beneficially own
approximately 68% of the Company's outstanding common stock. They have the power
to control  the vote on most issues  submitted  to the  Company's  shareholders,
including the election of the Company's directors and approval or disapproval of
fundamental  corporate  changes  such as  mergers,  dissolution  and  changes in
control.  As  shareholders,  Messrs.  Peterson  and Johnson may act in their own
self-interest  with respect to, among other  things,  the voting or disposing of
their shares of Company common stock.  This  concentration of ownership may also
have the effect of delaying or preventing a change in control of the Company.

      HIGH INVENTORY REQUIREMENTS. In order to meet its dealers' needs for quick
delivery, the Company carries substantial amounts of inventory. This requirement
increases  the  Company's  financing  requirements  and the  risk  of  inventory
obsolescence.   Although  costs  associated  with  inventory  obsolescence  have
historically  been  immaterial,  there  can  be  no  assurance  that  the  risks
associated with  maintaining  these levels of inventory will not have a material
adverse effect on the Company's results of operations.

      SUBSTANTIAL  INTERNATIONAL  OPERATIONS.  International sales accounted for
25.8%  and 27.1% of the  Company's  net  sales in  fiscal  years  2000 and 1999,
respectively. Gross margins for international sales are generally lower than for
domestic sales. Several of the Company's  significant suppliers are also located
overseas.  Transactions  with foreign suppliers and customers are subject to the
risks  of  international   trade,   such  as  lengthy  shipping  times,   tariff
regulations,  actions by foreign custom  officials,  changes in trade  policies,
foreign currency fluctuations and political instability. In addition, a decrease
in the value of a country's  currency in  relation to the United  States  dollar
would have the effect of raising  the price of the  Company's  products  in that
country  and  could  cause  consumers  in that  country  to shift  discretionary


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spending to other products or to competitors'  products manufactured outside the
United  States.  Increased  duties could also increase the cost of the Company's
products sold in international markets.

      DEPENDENCE  ON KEY  EMPLOYEES.  The Company is dependent on the  continued
services of Messrs.  Peterson  and  Johnson,  and certain  other key  management
personnel. Although the Company has obtained "key man" insurance of $1.5 million
with respect to Mr. Peterson, the loss of his services or the services of one or
more other key personnel  could have a material  adverse  effect on the Company.
The Company has no employment  agreements  with any of its key personnel.  There
can be no  assurance  that the Company  will be  successful  in  attracting  and
retaining  the  personnel  it requires to  develop,  manufacture  and market its
products or expand its operations.

      NEED TO PROTECT INTELLECTUAL  PROPERTY.  The Company's future success will
depend in part on its  intellectual  property.  The Company  seeks to defend its
intellectual  property  rights,  but its actions may not adequately  protect the
rights covered by its trademarks and other proprietary  rights,  and prosecution
of the Company's claims could be  time-consuming  and costly.  In addition,  the
intellectual  property  laws  of  some  foreign  countries  do not  protect  the
Company's  proprietary  rights as do the laws of the United States.  Despite the
Company's  efforts to protect  its  intellectual  property,  third  parties  may
obtain,  disclose or use the Company's proprietary information or assets without
its  authorization.   Such  disclosure  could  adversely  affect  the  Company's
business.

       ENVIRONMENTAL  REGULATION.  Although the Company  attempts to avoid using
materials and  manufacturing  processes that create hazardous  wastes,  it, like
manufacturers of similar  products,  is subject to a number of Federal and state
environmental  statutes  and  regulations.  Although  the  Company  believes  it
complies  with  all  applicable  environmental  requirements,  there  can  be no
assurance that its  manufacturing  operations do not, or will not in the future,
violate such  requirements or that compliance  with such  requirements  will not
involve  substantial  cost or have a material  adverse  effect on the  Company's
financial condition or results of operations.

       DELISTING OF COMMON  STOCK.  The  continued  inclusion and listing of the
Company's  Common  Stock on The  NASDAQ  SmallCap  Market is  subject to certain
conditions.  On November 24, 2000,  The NASDAQ Stock Market,  Inc.  notified the
Company that its Common  Stock had failed to maintain a minimum  market value of
public float of $1,000,000 over the last 30 consecutive trading days as required
for continued  listing on The NASDAQ SmallCap  Market.  The Company was provided
until February 22, 2001 to regain compliance with this rule or request a hearing
with the NASDAQ Listing Qualifications Panel.

       If the  Company's  Common  Stock is  delisted  from The  NASDAQ  SmallCap
Market, then the Common  Stock would  be traded in  the over-the-counter  market
and any broker or dealer  effecting a purchase or sale  of unlisted Common Stock
would be required to comply  with the "penny  stock" rules set  forth in Section
15(g)  of  the  Securities   Exchange  Act  of  1934,   as   amended,   and  the
regulations promulgated  thereunder,  unless the transaction is otherwise exempt
pursuant to  specified  exemptions contained  in such  rules. The  "penny stock"
rules require that, prior to the  transaction,  the  broker  or  dealer  has (i)
approved  the  prospective  investor's  account  for the  transaction  in "penny
stock" in  accordance  with  specified  procedures and  (ii) received  from  the
investor  a  written  agreement to the transaction setting  forth   the identity
an  quantity  of  the  "penny stock"  to  be  purchased.  These requirements may


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significantly adversely affect the liquidity of and market for the Common Stock.
In addition,  the over-the-counter market is characterized as  volatile in  that
securities traded in such market are  subject  to  substantial  and sudden price
increases  and decreases and at times price (bid and asked) information for such
securities may not be available.  In addition,  when  there  are only one or two
market  makers  (a dealer holding  itself  out  as  ready  to buy  and  sell the
securities on  a  regular basis), there  is a risk  that the  dealer or group of
dealers may  control the market in  the  security  and set  prices  that are not
based on  competitive forces  and the bid and asked quotations of the securities
traded in the over-the-counter may not be reliable.



















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