Exhibit 99.1

Certain Factors to Consider in Connection  with Forward-Looking Statements

December 2001

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.

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.

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.

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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 10.4% and 10.7% of the Company's net sales during the
years ended September 30, 2001 and 2000, respectively. Purchase orders from Bose have historically fluctuated significantly from quarter to quarter. Although the Company has continued to
receive orders from Bose, the Company's formal purchase agreement with Bose expired in March 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 new purchase agreement with Bose on acceptable terms or that purchases will be made by Bose under any agreement. The loss of 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.

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 full 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.

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 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, increasingly, 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

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these suppliers or any other circumstances resulting in any of those suppliers ceasing to supply the Company could have a material adverse effect 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 67% 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 disposal 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 20.1% and 25.5% of the Company's net sales in
fiscal years 2001 and 2000, 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 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.

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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 and Limited Trading Volume of Common Stock.The continued inclusion and listing of the Company's Common Stock
on The NASDAQ SmallCap Market is subject to certain conditions. There can be no assurance that the Company will continue to meet maintenance listing criteria of The NASDAQ SmallCap Market. 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. As a result, an investor may find it
more difficult to dispose of, or obtain accurate quotations as to the price of, the Common Stock. In addition, the trading volume in the Common Stock has historically been low. This low trading volume
means that there is limited liquidity in the Company's shares of Common Stock. Selling the Company's shares may be more difficult because smaller quantities of shares are bought and sold and news
media coverage about the Company is limited. These factors result in a limited trading market for the Company's Common Stock and therefore investors may be unable to sell their shares of Common Stock
immediately should they desire to do so.

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