SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

~~FORM 10-K/A~~Form 10-K

~~(Amendment No. 1)~~

~~(Mark One)~~


(Mark One)
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For the Fiscal Year~~~~ended March 31, 2008~~

		For the Fiscal Year ended March 31, 2009
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from to

~~For the transition period from~~ to

Commission File ~~Number:~~Number001-07731

EMERSON RADIO CORP.

(Exact name of registrant as specified in its charter)


Delaware		~~22-3285224~~

(State or other jurisdiction of incorporation or organization)		22-3285224 (I.R.S. Employer Identification Number)

Nine Entin Road, Parsippany, NJ		~~07054~~

(Address of principal executive offices)		07054 (Zip Code)

Registrant’s telephone number, including area code:

(973) 884-5800

Securities registered pursuant to Section 12(b) of the Act:


Title of ~~each class~~Each Class		Name of ~~each exchange~~Each Exchange on ~~which registered~~Which Registered

Common Stock, par value $.01 per share		~~American Stock Exchange~~NYSE Amex

Securities registered pursuant to Section 12(g) of the Act: ~~None~~

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.o YESþ NO.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act).o YESþ NO.

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 requirement for the past 90 days.þ YESo NO.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o YES o NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K.oþ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of ~~“larger~~“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):


o Large accelerated filero	Accelerated filer o	oNon-accelerated filer ~~Accelerated filer~~	o ~~Non-accelerated filer~~	þ ~~Smaller reporting company~~
		(Do not check if a smaller reporting company)	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Act). o YESþ NO.

Aggregate market value of the voting and non-voting common equity of the registrant held by non-affiliates of the registrant at September ~~28, 2007~~30, 2008 (computed by reference to the last reported sale price of the Common Stock on the ~~American Stock Exchange~~NYSE Amex on such date): ~~$24,680,603~~$9,777,592.

Number of Common Shares outstanding at July ~~21, 2008:~~13, 2009: 27,129,832

DOCUMENTS INCORPORATED BY REFERENCE:

~~None~~


Document		Part of theForm 10-K
Proxy Statement for 2009 Annual Meeting of Stockholders, or an amendment to this Annual Report onForm 10-K		Part III

PART I

~~EXPLANATORY NOTE~~

This ~~Amendment No. 1 on Form 10-K/A (the “Form 10/KA”) to the~~ Annual Report onForm 10-K ~~(the “Annual Report”)~~ contains, in addition to historical information, “forward-looking statements” (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) that involve risks and uncertainties. See “Business- Forward-Looking Statements.”


Item 1.	*BUSINESS*

The Company — Overview

Unless the context otherwise requires, the term “the Company” and “Emerson,” refers to Emerson Radio Corp. ~~(the “Company”)~~and its subsidiaries.

The Company designs, sources, imports and markets a variety of consumer electronic and houseware products, and licenses its trademarks to others on a worldwide basis for ~~the fiscal year ended~~a variety of products.

At March 31, ~~2008, filed~~2009, approximately 57.6% of the Company’s outstanding common stock was owned by direct or indirect subsidiaries of the Grande Group Limited, a Singapore corporation.

For additional disclosures of the Company’s major customers, as well as financial information about geographical areas of our operations, see Item 8 — “Financial Statements and Supplementary Data” — Note 16 “Business Segments”.

Supervision and Regulation

The Company files reports and other information with the Securities and Exchange Commission (the “SEC”) ~~on July 11, 2008, is filed solely for the purpose of including information that was to be incorporated by reference from the Company’s definitive proxy statement~~ pursuant to ~~Regulation 14A~~the information requirements of the Securities Exchange Act of 1934. Readers may read and copy any document the Company files at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at1-800-SEC-0330 for further information on the operations of the public reference room. The Company’s filings with the SEC are also available to the public from commercial document retrieval services and at the SEC’s website atwww.sec.gov.

The Company makes available through its internet website free of charge its annual report onForm 10-K, quarterly reports onForm 10-Q, current reports onForm 8-K, amendments to such reports and other filings made by the Company with the SEC, as soon as practicable after the Company electronically files such reports and filings with the SEC. The Company’s website address iswww.emersonradio.com. The information contained in the Company’s website is not incorporated by reference in this report.

General

The Company, directly and through several subsidiaries, designs, sources, imports, markets, sells and licenses to certain licensees a variety of consumer electronic and houseware products, both domestically and internationally, under the Emerson^® and HH Scott^® brand names. These products include:


	•	microwave ovens and other housewares products;

	•	audio products and clock radios;

	•	video products — televisions, digital video disc players (DVD) and video accessories; and

	•	telephones, certain computer accessories, other consumer electronic products and mobile electronics.

The Company also licenses certain logos and trademarks from third parties for use on various products that the Company designs and distributes. These license agreements referred to as “inward licenses.”

The trade name “Emerson Radio” dates back to 1912 and is one of the oldest and most well respected names in the consumer electronics industry. See “Licensing and Related Activities.”

The Company believes it possesses an advantage over its competitors due to the combination of:


	•	recognition of the “ ” brand;

	•	the Company’s distribution base and established customer relations;

	•	the Company’s sourcing expertise and established vendor relations;

	•	an infrastructure with personnel experienced in servicing and providing logistical support to the domestic mass merchant distribution channel; and

	•	the Company’s extensive experience in establishing license and distribution agreements on a global basis for a variety of products.

The Company intends to continue leveraging its core competencies to offer a broad variety of current and new consumer electronic and houseware products to customers. In addition, the Company intends to enter into licenses for the use of its trade names and trademarks by third parties, which the Company refers to as “outward licenses”. The Company continues to enter into distribution agreements that leverage its trademarks and utilize the logistical and sourcing advantages of unrelated third-parties for products that are more efficiently marketed through these agreements. The Company continuously evaluates potential licenses and distribution agreements. See “Licensing and Related Activities.”

The Company’s core business consists of selling, distributing, and licensing various low and moderately priced consumer electronic and houseware products in various categories. A substantial portion of the Company’s marketing and sales efforts are concentrated in the United States, although we also sell our products in certain other international regions.

Products

Emerson’s current product and branded categories consist of the following:


Housewares Products	Audio Products	Other

Microwave ovens	Digital clock radios	Televisions
Mini refrigerators	Portable stereo systems	DVD players
Toaster ovens	iPod compatible devices	Multi-media systems
Coffee makers	Shelf stereo systems	Telephones
	Nostalgia/retro products

Growth Strategy

The Company believes growth opportunities exist through the implementation of the following:


	•	new distribution channels for additional lines of housewares and other products;

	•	higher penetration levels within our existing customers through increases in the products offered and sold;

	•	expansion of the Company’s existing customer base in the United States through its sales staff and outside sales representative organizations;

	•	expansion into distribution channels the Company currently utilizes through new products and existing products outside of its traditional markets in the United States and Canada;

	•	development and sales of new products not presently being offered by the Company;

	•	further development of the Company’s direct to consumer sales channel, primarily through the further development of its website;

	•	continuing to capitalize on the Company’s “ ” and “H.H. Scott^®”, as well as the recently acquired “Ölevia^®”, trademarks through outward license agreements with third parties to license these trademarks for products not currently being sold, and in geographic areas not presently being serviced; and

	•	expansion through strategic mergers with and acquisitions of other businesses.

The Company believes that its trademarks are recognized in many countries. A principal component of the Company’s growth strategy is to utilize this global recognition of its brand names and reputation for quality and cost competitive products to aggressively promote its products within the United States and targeted international geographic areas. The Company believes that it will be able to compete more effectively by applying innovative approaches to its current product line and augmenting its product line with complementary products. The Company intends to pursue such plans either independently or through relationships with other companies, including its relationship with Grande, as well as license arrangements, distributorship agreements and joint ventures. See “Licensing and Related Activities.”

Sales and Distribution

The Company’s Direct Import Program allows its customers to import and receive product directly from its contracted manufacturers located outside the United States. Under the Direct Import Program, title for the Company’s product passes to the customer in the country of origin when the product is shipped by the manufacturer. The Company also sells product to customers from its United States based finished goods inventory, which is referred to as the Domestic Program. Under the Domestic Program, title for product primarily passes at the time of shipment. Under both programs, the Company recognizes revenues at the time title passes to the customer. See Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The Company has an integrated system to coordinate the purchasing, sales and distribution aspects of its operations. The Company receives orders from its major accounts via electronic data interface, facsimile, telephone or mail. The Company does not have long-term contracts with any of its customers, but rather receives orders on an ongoing basis. Products imported by the Company, generally from the Far East, are shipped by oceanand/or inland freight and then stored in the Company’s warehouse facilities for shipment to customers. The Company monitors its inventory levels and goods in transit through the use of an electronic inventory system. When a purchase order under the Domestic Program is received, it is filled from the Company’s inventory and the warehoused product is labeled and prepared for outbound shipment to the customer by common, contract or small package carrier.

Domestic Marketing

In the United States, the Company markets its products primarily through:


	•	mass merchandisers;

	•	discount retailers;

	•	toy retailers; and

	•	distributors and specialty catalogers.

In fiscal 2009 and 2008, Wal-Mart Stores accounted for approximately 46% and 35% of the Company’s net revenues, respectively, and Target Stores accounted for approximately 27% and 24% of the Company’s net revenues, respectively. No other customer accounted for more than 10% of net revenues in either period. Management believes that a loss, or a significant reduction, of sales to Wal-Mart or Target would have a materially adverse effect on the Company’s business and results of operations.

Approximately 45% and 57% of the Company’s net revenues in fiscal 2009 and 2008, respectively, were made through third-party sales representative organizations that receive sales commissions and work in conjunction with the Company’s own sales personnel. With the Company’s permission, third-party sales representative organizations may sell competitive products in addition to the Company’s products. In most instances, either party may terminate a sales representative relationship on 30 days prior notice by the Company and 90 days prior notice by the sales representative organization in accordance with customary industry practice. The Company utilizes approximately 19 sales representative organizations, including one through which approximately 27% of its net revenues, including revenues from one of the Company’s two major customers described above, were made in fiscal 2009. For fiscal 2008, two sales representative organizations accounted for approximately 24% and 10% of net revenues. No other sales representative organization accounted for more than 10% of net revenues in either year. The remainder of the Company’s sales is to customers that are serviced by its sales personnel. Although sales and

operating results could be negatively impacted, management does not believe that the loss of one or more sales representative organizations would have a material adverse effect on its business and results of operations, as the Company believes that new sales representative organizations could be identified if needed, although that could be a time consuming process.

Foreign Marketing

The Company primarily markets and distributes its products in the United States. Accordingly, foreign sales account for less than 10% of total revenues and are not considered material.

Licensing and Related Activities

Throughout various parts of the world, the Company is party to numerous distribution and outward license agreements with third party licensees that allow the licensees to manufactureand/or sell various products bearing the Company’s trademarks into defined geographic areas. The Company believes that such activities have had and will continue to have a positive impact on operating results by generating income with minimal, if any, incremental costs and without any working capital requirements, and intends to pursue additional licensing and distribution opportunities. The Company continues to protect its brand through rigid license and product selection and control processes. See Item 1A — “Risk Factors — Forward-Looking Information”, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 14 “License Agreements”.

Throughout various parts of the world, the Company maintains distribution and outward license agreements that allow the sale of various products bearing its trademarks into defined geographic areas, and intends to pursue additional licensing and distribution opportunities. The Company believes that such activities have had and will continue to have a positive impact on operating results by generating income with minimal, if any, incremental costs and without any working capital requirements. The Company continues to protect its brand through rigid license and product selection and control processes. See Item 1A — “Risk Factors — Forward-Looking Information”, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 14 “License Agreements”.

Design and Manufacturing

The Company’s products are manufactured by several original equipment manufacturers in accordance with the Company’s specifications. During fiscal 2009 and 2008, 100% of the Company’s purchases consisted of finished goods from foreign manufacturers, primarily located in People’s Republic of China, substantially all of which are imported into the United States.

The Company’s design team is responsible for product development and works closely with suppliers. The Company’s engineers determine the detailed cosmetic, electronic and other features for new products, which typically incorporate commercially available electronic parts to be assembled according to the Company’s designs. Accordingly, the exterior designs and operating features of the products reflect the Company’s judgment of current styles and consumer preferences.

The following summarizes the Company’s purchases from its major suppliers that provide more then 10% of the Company’s total purchases in fiscal 2009 or 2008:


	Fiscal Year
Supplier	2009			2008

Midea		38	%		20	%
Galanz		28	%		35	%
Lasco Industries		*			17	%


*		less than 10%.

Midea manufactures housewares and other products and, during fiscal 2009, the Company transitioned from Galanz to Midea as its largest supplier. Before closing its manufacturing operations in China during fiscal 2009, Lasco Industries had provided the Company with a broad range of products, and had been the exclusive

manufacturer of select items. During fiscal 2009, the Company identified alternate sources for these audio products. No other supplier accounted for more than 10% of the Company’s total purchases in fiscal 2009 or 2008. The Company considers its relationships with its suppliers to be satisfactory and believes that, barring any unusual material or part shortages or economic, fiscal or monetary conditions, the Company could develop alternative suppliers. No assurance can be given that ample supply of product would be available at current prices if the Company were required to seek alternative sources of supply without adequate notice by a supplier or a reasonable opportunity to seek alternate production facilities and component parts. See Item 1A — “Risk Factors — Forward — Looking Information”, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 7A — “Quantitative and Qualitative Disclosures about Market Risk.”

Warranties

The Company offers limited warranties for its consumer electronics, comparable to those offered to consumers by the Company’s competitors in the United States. Such warranties typically consist of a one year period for microwaves and a 90 day period for audio products, under which the Company pays for labor and parts, or offers a new or similar unit in exchange for a non-performing unit.

Returned Products

The Company’s customers return product to for a variety of reasons, including:


	•	retailer return policies with their customers;

	•	damage to goods in transit and cosmetic imperfections; and

	•	mechanical failures.

The Company has entered into agreements with certain of its suppliers that require the supplier to accept returned defective product. The Company pays a fee to the supplier and in exchange receives a new unit.

Backlog

The Company does not believe that backlog is a significant factor. The ability of management to correctly anticipate and provide for inventory requirements is essential to the successful operation of the Company’s business.

Trademarks

The Company owns the


	•	“ ”

	•	“Emerson Research^®”

	•	“Girl Power^tm”

	•	“H.H. Scott^®”

	•	“iDEA^®”

	•	“IDIVA^®”

	•	“Ölevia^®”

	•	“Scott^®”

	•	“SmartSet^®”

trademarks for certain consumer electronic products in the United States, Canada, Mexico and various other countries. Of the trademarks owned by the Company, those registered in the United States and Canada must be renewed at various times through 2018 and 2022 respectively. The Company’s trademarks are also registered in various other countries, for which registrations must be renewed at various times. The Company intends to renew all

trademarks necessary for the conduct of its business. The Company considers the “

” trademark to be of material importance to its business and, to a lesser degree, the remaining trademarks. The Company licenses “

” and certain of its other trademarks to third parties, the scope of which is on a limited product and geographic basis and for a period of time. See “Licensing and Related Activities.”

Competition

The Company primarily competes in thelow-to-medium-priced sector of the consumer electronics and houseware market. Management estimates that the Company has several dozen competitors that are manufacturersand/or distributors, many of which are much larger and have greater financial resources than the Company. The Company competes primarily on the basis of:


	•	brand recognition;

	•	reliability;

	•	quality;

	•	price;

	•	design;

	•	consumer acceptance of the Company’s products; and

	•	quality service and support to retailers and their customers.

The Company also competes at the retail level for shelf space and promotional displays, all of which have an impact on our success in established and proposed distribution channels.

Seasonality

The Company generally experiences stronger demand from its customers for the Company’s products in the fiscal quarters ending September and December. However, during the last several years, this revenue pattern has been less prevalent due to the need for retailers to plan earlier for the winter holiday selling season and the Company’s ability to obtain additional orders to increase product demand during the March and June fiscal quarters.

Working Capital

The Company’s operations are impacted by seasonality because the Company generally records the majority of annual sales in the quarters ending September and December. This seasonality requires the Company to maintain higher inventory levels during the quarters ending June and September, which in turn increases the working capital needed during these periods. The Company also anticipates that cash flow from operations and the financing presently in place will provide sufficient liquidity to meet the Company’s operating and debt service cash requirements in the year ahead.

Government Regulation

Pursuant to the Tariff Act of 1930, as amended, the Trade Act of 1974 and regulations promulgated there under, the United States government charges tariff duties, excess charges, assessments and penalties on many imports. These regulations are subject to continuous change and revision by government agencies and by action of the United States Trade Representative and may have the effect of increasing the cost of goods purchased by the Company or limiting quantities of goods available to the Company from our overseas suppliers. A number of states have adopted statutes regulating the manner of determining the amount of payments to independent service centers performing warranty service on products such as those sold by the Company. Additional Federal legislation and regulations regarding the importation of consumer electronics products, including the products marketed by the Company, have been proposed from time to time and, if enacted into law, could adversely affect the Company’s financial condition and results of operations.

Product Liability and Insurance

Because of the nature of the products it sells, the Company is periodically subject to product liability claims resulting from personal injuries. The Company may also become involved in various lawsuits incidental to its business.

Although the Company maintains product liability insurance coverage, there can be no absolute assurance that the Company’s coverage limits will be sufficient to cover any successful product liability claims made against it in the future. In management’s opinion, any ultimate liability arising out of currently pending product liability claims will not ~~file its proxy statement~~have a material adverse effect on the Company’s financial condition or results of operations. However, any claims substantially in excess of the Company’s insurance coverage, or any substantial claim not covered by insurance, could have a material adverse effect on the Company’s financial condition and results of operations.

Employees

As of June 30, 2009, the Company had approximately 127 employees, comprised of 48 in the United States and 79 in Asia. None of the Company’s employees are represented by unions, and we believe our labor relations are good.


Item 1A.	*Risk Factors*

The reader should carefully consider these risk factors in addition to those set forth in the Company’s financial statements or the notes thereto. Additional risks about which the Company is not yet aware or that the Company currently believes to be immaterial also may adversely affect the Company’s business operations. If any of the following occur, the Company’s business, financial condition or operating results may be adversely affected. In that case, the price of the Company’s common stock may decline.

Business Related Risks

Recent events in domestic capital markets and the global economic downturn may adversely affect the Company’s access to financing or may increase the cost of financing the Company’s operations.

The global economic environment continues to be distressed by difficulties in the financial markets, which have led to curtailment of credit and increases in the frequency of bankruptcies. Financial institution failures may impede the Company’s ability to obtain financing for its ~~annual meeting~~operations. The economic downturn may preclude the Company from realizing its business plan. The Company’s customers are primarily retailers. Some customers may have difficulty paying, be slower to pay, or file for bankruptcy as a result of ~~stockholders within 120 days~~negative economic conditions.

The Company’s investments in auction rate securities potentially may not be redeemable until maturity if the market for them does not recover. The Company may be required to sell these investments at a substantial discount from par if immediate operating requirements demand it. The Company’s revolving loan agreement with Citigroup Global Markets Inc., secured by these investments, is due on demand, and if the loan were called, the Company’s cash flows and liquidity could be affected. See “— A decline in the value of the auction rate securities included in our investments could materially adversely affect our liquidity.”

The Company has not hedged its ~~fiscal~~interest rate exposure, and the Company’s indebtedness bears interest at variable rates, most notably Prime, the London interbank offered rate, and the Federal Open Market Rate. As a result, interest rate variations may result in increased interest expense, which could negatively affect funding available for the Company’s other requirements.

The global economic downturn and the decline in consumer spending have, and may continue to, adversely affect the Company’s results of operations and financial condition.

The Company’s customers are primarily retailers and as a result of the economic downturn, consumer spending for retail products, such as the Company’s products, has decreased significantly. Therefore, some of the Company’s customers have decreased the amount of product purchased from it. Prospects for new business and licensees could be hindered if economic conditions remain the same or worsen. For the year ended March 31, 2009, the Company

reported net revenues of $200.6 million as compared with $223.2 million for the year ended March 31, 2008 and net loss of $4.8 million for the year ended March 31, 2009 as compared with net loss of $9.0 million for the year ended March 31, 2008. To mitigate the impact on the Company’s net income, the Company has implemented plans to lower expenses and reduce headcount, and a prolonged recession may cause the Company to take additional steps to reduce expenses. The Company can provide no assurances that such efforts to reduce expenses will minimize the impact on its net income or that the continuing global economic downturn will not further affect its results of operations and financial condition.

The majority ownership of the Company’s common stock by subsidiaries of The Grande Holdings Limited, a Hong Kong based group of companies, substantially reduces the influence of other stockholders, and the interests of The Grande Holdings Limited may conflict with the interests of the Company’s other stockholders.

The Grande Holdings Limited and its subsidiaries (collectively, “Grande”) own approximately 57.6% of the Company’s outstanding common stock as of June 30, 2009. As a result, Grande currently controls significantly the approval process for actions that require stockholder approval, including: the election of the Company’s directors and the approval of mergers, sales of assets or other significant corporate transactions or matters submitted for stockholder approval. Because of Grande’s ownership position, other stockholders have little or no influence over matters submitted for stockholder approval. Furthermore, the interests of the Company’s majority stockholder, Grande, may conflict with the interests of the Company’s other stockholders.

A number of the Company’s directors and senior executive officers also are managing directors or senior officers of Grande and have loyalties and fiduciary obligations to both Grande and the Company; those dual positions subject such persons to conflicts of interest in related party transactions which may cause such related party transactions to have consequences to the Company that are less favorable than those which the Company could have attained in comparable transactions with unaffiliated entities.

Christopher Ho, the Company’s Chairman of the Board, and Adrian Ma, the Chief Executive Officer and a director of the Company, are both Managing Directors of Grande. In addition, Messrs. Ho and Ma serve, respectively, as the Chairman of the Board and Chief Executive Officer of Grande. Also, Duncan Hon, a director of the Company, is ~~therefore, amending~~an executive of Grande. These relationships create, or, at a minimum, appear to create potential conflicts of interest when members of the Company’s senior management are faced with decisions that could have different implications for the Company and Grande. As described in Note 3 to the Company’s financial statements and in the Company’s previous filings with the SEC, there have been a number of related party transactions between the Company and Grande which have been viewed as raising concerns about possible conflicts. In addition, in the past, Grande has failed to pay on a timely basis, amounts due and payable to the Company in connection with such related party transactions. Although Grande does not owe the Company any material amounts under any existing related party transactions as at March 31, 2009, the Company cannot ensure that Grande, in the future, will pay any amounts that become due and payable to the Company under any existing or future related party transactions on a timely basis or at all.

Although the Company has established procedures designed to ensure that future material related party transactions are fair to the Company, no assurance can be given as to how potentially conflicted board members or officers will evaluate their fiduciary duties to the Company and Grande, respectively, or how such individuals will act in such circumstances. Furthermore, the appearance of conflicts, even if such conflicts ultimately do not harm the Company, might adversely affect the public’s perception of the Company, as well as its relationship with its existing customers, licensors and licensees and its ability to enter into new relationships in the future.

Management has concluded that its internal control over financial reporting and related party transactions was not effective as of March 31, 2009 and that its previously reported financial statements for the three months ended June 30, 2008 and September 30, 2008 (but not for the six months ended September 30, 2008) need to be restated as described in the “Management Discussion and Analysis of Financial Condition and Results of Operations- Restatement of Prior Interim Period Financial Statements” section of this Report. As a result, the Company may be subject to regulatory scrutiny and sanction, its access to credit facilities necessary to fund its operations may be adversely affected, the Company’s investors may lose confidence in its reported financial information, the Company’s reputation may be damaged and the Company’s stock price may be negatively affected. In addition the Company may incur significant expenses in connection with restating its previously reported financial statements and remediating the weaknesses in its internal control over financial reporting which could have a negative effect on its operating results.

Based on the Company’s evaluation of the effectiveness of its internal control over financial reporting under the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, management concluded that the Company’s internal control over financial reporting and related party transactions was not effective as of March 31, 2009. The process of designing and implementing effective internal controls is a continuous effort that requires the Company to anticipate and react to changes in its business and management and the economic and regulatory environments in which it operates and to expend significant resources to maintain a system of internal controls that is adequate to satisfy its reporting obligations as a public company. The Company cannot assure you that its remediation efforts will be effective or that it will be able to prevent material weaknesses from arising in the future.

For further detail, see “Item 9A. Controls and Procedures — Evaluation of Disclosure Controls and Procedures, and Management’s Report on Internal Control over Financial Reporting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Restatement of Prior Interim Period Financial Statements”.

The loss or significant reduction in business of any of the Company’s key customers, including Wal-Mart and Target, could materially and adversely affect the Company’s revenues and earnings.

The Company is highly dependent upon sales of its products to Wal-Mart and Target. For the fiscal years ended March 31, 2009 and 2008, Wal-Mart accounted for approximately 46% and 35% of our net revenues, respectively, and Target accounted for approximately 27% and 24%, respectively, of the Company’s net revenues. No other customer accounted for greater than 10% of the Company’s net revenues during these periods. All customer purchases are made through purchase orders and the Company does not have any long-term contracts with its customers. The complete loss of, or significant reduction in business from, or a material adverse change in the financial condition of, Wal-Mart or Target will cause a material and adverse change in the Company’s revenues and operating results.

The Company depends on a limited number of suppliers for its products. The inability to secure products could reduce the Company’s revenues and adversely affect its relationship with its customers.

Although there are multiple suppliers for each of the Company’s products, The Company relies and is dependent on a limited number of suppliers for its main products, all of whom are located outside of the United States. This reliance involves a number of significant potential risks, including:


	•	lack of availability of materials and interruptions in delivery of components and raw materials from suppliers;

	•	manufacturing delays caused by such lack of availability or interruptions in delivery;

	•	fluctuations in the quality and the price of components and raw materials, in particular due to the petroleum price impact on such materials; and

	•	risk related to foreign operations.

The Company does not have any long-term or exclusive purchase commitments with any of its suppliers. Midea and Galanz were the Company’s largest suppliers during fiscal 2009, each of which accounted for more than 10% of the Company’s purchases of products during the fiscal year. The Company’s failure to maintain existing relationships with its suppliers or to establish new relationships in the future could negatively affect the Company’s ability to obtain products in a timely manner. If the Company is unable to obtain an ample supply of product from its existing suppliers or alternative sources of supply, it may be unable to satisfy its customers’ orders, which could materially and adversely affect the Company’s revenues and relationships with its customers.

If the Company’s contract manufacturers are unable to deliver products in the required amounts and in a timely fashion, the Company could experience delays or reductions in shipments to its customers, which could materially and adversely affect the Company’s revenues and relationships with its customers. Unanticipated disruptions in the Company’s operations, slowdowns or shutdowns by its suppliers, manufacturers and shipping companies could adversely affect the Company’s ability to deliver its products and services to its customers which could materially and adversely affect the Company’s revenues and relationships with its customers.

The Company’s ability to provide high quality customer service, process and fulfill orders, and manage inventory depends on the efficient and uninterrupted operation of its distribution centers and the timely and uninterrupted performance of third party manufacturers and suppliers, shipping companies and dock workers. Any material disruption, slowdown or shutdown of the Company’s operation of its call center, distribution centers, or management information systems, or comparable disruptions, slowdowns or shutdowns suffered by the Company’s principal manufacturers, suppliers and shippers could cause delays in the Company’s ability to receive, process and fulfill customer orders and may cause orders to be canceled, lost or delivered late, goods to be returned or receipt of goods to be refused. As a result, the Company’s revenues and operating results could be materially and adversely affected.

All of the Company’s products are manufactured in accordance with its specifications by factories principally located in China. If the Company is unable to obtain products from these factories in the required quantities and quality and in a timely fashion, the Company could experience delays or reductions in product shipments to its customers, which could negatively affect the Company’s ability to meet the requirements of its customers, as well as its relationships with its customers, which in turn could materially and adversely affect the Company’s revenues and operating results.

Substantially all of the Company’s suppliers are located in China. Inadequate development and maintenance of infrastructure in China, including inadequate power and water supplies, transportation and raw materials availability, and the deterioration in the general political, economic and social environments in China may make it difficult, more expensive and possibly prohibitive for these suppliers to continue to operate in China. During the fiscal year ended March 31, 2009, one of the Company’s significant suppliers closed its manufacturing operation in China, and the Company identified alternate sources for these products. Although the Company has implemented procedures to recertify all of its existing and future suppliers and manufacturers of its products, there can be no assurance that these recertification procedures are adequate or that any of the Company’s recertified suppliers and manufacturers will not close their facilities. If the Company cannot find suitable replacements for any manufacturers that have or may in the future close their facilities, the Company’s revenues and operating results could be materially and adversely affected.

The failure by the Company to maintain its relationships with its licensees, licensors and distributors or the failure to obtain new licensees, licensors or distribution relationships could materially and adversely affect the Company’s revenues and earnings.

The Company maintains agreements that allow licensees to use the Company’s trademarks for the manufacture and sale of specific consumer electronics and other products. In addition, the Company maintains agreements for the distribution of products bearing its brands into defined geographic areas. Although the Company has entered into agreements with certain of its licensees and distributors of its products, most have terms of three years or less, including the Company’s agreement with Funai, which expires in December 2010 unless renewed. The Company cannot assure that such agreements will be renewed or that the Company’s relationships with its licensees or

distributors will be maintained on satisfactory terms or at all. The failure to maintain its relationships with Funai and other licensees and distributors on terms satisfactory to the Company, the failure to obtain new licensees or distribution relationships or the failure by the Company’s licensees to protect the integrity and reputation of the Company’s trademarks could materially and adversely affect the Company’s licensing revenues and earnings.

The Company is also party to a license agreement with Mattel pursuant to which it licenses the Barbie^tm, HotWheels^tm and U.B. Funkeys^tm names, trademarks and logos and distributes product branded as such. The license agreement expires in December 2009 and will not be renewed. The Company may not be able to maintain or extend such relationships which could adversely affect the Company’s revenues and earnings.

The Company’s business could be materially and adversely affected if it cannot protect its intellectual property rights or if it infringes on the intellectual property rights of others.

The Company’s ability to compete effectively depends on its ability to maintain and protect its proprietary rights. The Company owns the Emerson^® and other trademarks, which are materially important to its business, as well as other trademarks, a patent, licenses and proprietary rights that are used for certain of its home entertainment and consumer electronics products. The Company’s trademarks are registered throughout the world, including the United States, Canada, Mexico, France, Spain, Germany, China, Japan, India and the United Kingdom. The Company also has two patents in the United States on its SmartSet^® technology, one of which expires in May 2020 and the other of which expires in April 2025. The laws of some foreign countries in which the Company operates may not protect the Company’s proprietary rights to the same extent as do laws in the United States. The protections afforded by the laws of such countries may not be adequate to protect the Company’s intellectual property rights.

Third parties may seek to challenge, invalidate, circumvent or render unenforceable any trademarks, patents or proprietary rights owned by or licensed to the Company. In addition, in the event third party licensees fail to protect the integrity of the Company’s trademarks, the value of these marks could be materially and adversely affected. The Company’s inability to protect its proprietary rights could materially and adversely affect the license of its trade names, trademarks and patents to third parties as well as its ability to sell its products. Litigation may be necessary to enforce the Company’s intellectual property rights, protect the Company’s trade secrets; and determine the scope and validity of such intellectual property rights. Any such litigation, whether or not successful, could result in substantial costs and diversion of resources and management’s attention from the operation of the Company’s business.

The Company may receive notices of claims of infringement of other parties’ proprietary rights. Such actions could result in litigation and the Company could incur significant costs and diversion of resources in defending such claims. The party making such claims could secure a judgment awarding substantial damages, as well as injunctive or other equitable relief. Such relief could effectively block the Company’s ability to make, use, sell, distribute or market its products and services in such jurisdiction. The Company may also be required to seek licenses to such intellectual property. The Company cannot predict, however, whether such licenses would be available or, if available, that such licenses could be obtained on terms that are commercially reasonable and acceptable to the Company. The failure to obtain the necessary licenses or other rights could delay or preclude the sale, manufacture or distribution of its products and could result in increased costs to the Company.

The Company’s revenues and earnings could be materially and adversely affected if it cannot anticipate market trends or enhance existing products or achieve market acceptance of new products.

The Company’s success is dependent on its ability to anticipate and respond to changing consumer demands and trends in a timely manner, as well as expanding into new markets and developing new products. In addition, to increase the Company’s penetration of current markets and gain footholds in new markets for its products, the Company must maintain its existing products and integrate them with new products. The Company may not be successful in developing, marketing and releasing new products that respond to technological developments or changing customer needs and preferences. The Company may also experience difficulties that could delay or prevent the successful development, introduction and sale of these new products. These new products may not adequately meet the requirements of the marketplace and may not achieve any significant degree of market acceptance. If release dates of any future products or enhancements to the Company’s products are delayed, or if

these products or enhancements fail to achieve market acceptance when released, the Company’s sales volume may decline and earnings could be materially and adversely affected. In addition, new products or enhancements by the Company’s competitors may cause customers to defer or forgo purchases of the Company’s products, which could also materially and adversely affect the Company’s revenues and earnings.

Foreign regulations and changes in the political, public health and economic conditions in the foreign countries in which the Company operates its business could affect the Company’s revenues and earnings materially and adversely.

The Company derives a significant portion of its revenue from sales of products manufactured by third parties located primarily in China. In addition, third parties located in China and other countries located in the same region produce and supply many of the components and raw materials used in the Company’s products. Conducting an international business inherently involves a number of difficulties and risks that could materially and adversely affect the Company’s ability to generate revenues and could subject the Company to increased costs. Among the factors that may adversely affect the Company’s revenues and increase its costs are:


	•	currency fluctuations which could cause an increase in the price of the components and raw materials used in the Company’s products and a decrease in its profits;

	•	Chinese labor laws;

	•	labor shortages in manufacturing facilities located in China;

	•	the elimination or reduction of value-added tax refunds to Chinese factories that manufacture products for export;

	•	the rise of inflation and substantial economic growth in China;

	•	more stringent export restrictions in the countries in which the Company operates which could adversely affect its ability to deliver its products to its customers;

	•	tariffs and other trade barriers which could make it more expensive for the Company to obtain and deliver its products to its customers;

	•	political instability and economic downturns in these countries which could adversely affect the Company’s ability to obtain its products from its manufacturers or deliver its products to its customers in a timely fashion;

	•	seasonal reductions in business activity in these countries during the summer months which could adversely affect the Company’s sales; and

	•	new restrictions on the sale of electronic products containing certain hazardous substances.

Any of factors described above may materially and adversely affect the Company’s revenuesand/or increase its operating expenses.

Most of the Company’s suppliers are located in China which is a developing nation governed by a one party government and may be more susceptible to political, economic, and social upheaval than other nations.

Most of the Company’s suppliers are located in China. China is a developing country governed by a one-party government. China is also a country with an extremely large population, widening income gaps between rich and poor and between urban and rural residents, minority ethnic and religious populations, and growing access to information about the different social, economic, and political systems found in other countries. China has also experienced extremely rapid economic growth over the last decade, and its legal and regulatory systems have changed rapidly to accommodate this growth. These conditions make China unique and may make it susceptible to major structural changes. Such changes could include a reversal of China’s movement to encourage private economic activity, labor disruptions or other organized protests, nationalization of private businesses, civil strife, strikes, acts of war and insurrections. If any of these events were to occur, it may disrupt the Company’s access to its

suppliersand/or disrupt the operations of the Company’s suppliers, which may significantly affect the Company’s results of operations and financial performance.

The Company may not be able to enforce its rights in China.

The legal and judicial systems in the China are still rudimentary, and enforcement of existing laws is inconsistent. Many judges in China lack the depth of legal training and experience that would be expected of a judge in a more developed country. Because the China judiciary is relatively inexperienced in enforcing the laws that do exist, anticipation of judicial decision-making is more uncertain than would be expected in a more developed country. It may be impossible to obtain swift and equitable enforcement of laws that do exist, or to obtain enforcement of the judgment of one court by a court of another jurisdiction. China’s legal system is based on civil law, or written statutes; a decision by one judge does not set a legal precedent that must be followed by judges in other cases. In addition, the interpretation of Chinese laws may vary to reflect domestic political changes.

The laws of China are likely to govern many of the Company’s supplier agreements. The Company cannot assure you that it will be able to enforce its rights in its supplier agreements. The system of laws and the enforcement of existing laws in China may not be as certain in implementation and interpretation as in the United States. The Chinese judiciary is relatively inexperienced in enforcing corporate and commercial law, leading to a higher than usual degree of uncertainty as to the outcome of any litigation. The inability to enforce or obtain a remedy under any of the Company’s supplier agreements may have a material adverse impact on the Company’s operations.

The inability to use its tax net operating losses could result in a charge to earnings and could require the Company to pay higher taxes.

The Company has substantial tax net operating losses available to reduce taxable income for federal and state income tax purposes. A portion of the benefit associated with the tax net operating losses has been recognized as a deferred tax asset in the Company’s financial statements and could be used to reduce its tax liability in future profitable periods. The Company believes these net deferred tax assets will be realized through tax planning strategies available in future periods and future profitable operating results. Although realization is not assured, the Company believes it is more likely than not that most of the remaining net deferred tax assets will be realized prior to expiration. The amount of the deferred tax asset considered realizable, however, could be reduced or eliminated in the near term if certain tax planning strategies are not successfully executed, or estimates of future taxable income during the carry-forward period is reduced.

The Company is subject to intense competition in the industry in which it operates, which could cause material reductions in the selling price of its products or losses of its market share.

The consumer electronics and houseware industry is highly competitive, especially with respect to pricing and the introduction of new products and features. The Company’s products compete in the low to medium-priced sector of the consumer electronics and houseware market and compete primarily on the basis of reliability, brand recognition, quality, price, design, consumer acceptance of the Emerson^® trademark and quality service and support to retailers and its customers. In recent years, the Company and many of its competitors, have regularly lowered prices, and the Company expects these pricing pressures to continue. If these pricing pressures are not mitigated by increases in volume, cost reductions from the Company’s suppliers or changes in product mix, the Company’s revenues and profits could be substantially reduced. As compared to the Company, many of its competitors have significantly greater managerial, financial, marketing, technical and other competitive resources and greater brand recognition. As a result, the Company’s competitors may be able to (i) adapt more quickly to new or emerging technologies and changes in customer requirements; (ii) devote greater resources to the promotion and sale of their products and services; and (iii) respond more effectively to pricing pressures.

In addition, competition could increase if new companies enter the market, existing competitors expand their product mix or the Company expands into new markets. An increase in competition could result in material price reductions or loss of the Company’s market share.

The seasonality of the Company’s business, changes in consumer spending and economic conditions may cause its quarterly operating results to fluctuate and cause its stock price to decline.

The Company’s net revenue and operating results may vary significantly from quarter to quarter, which may adversely affect its results of operations and the market price for its common stock. Factors that may cause these fluctuations include:


	•	seasonal variations in operating results;

	•	changes in market and economic conditions;

	•	the discretionary nature of consumers’ demands and spending patterns;

	•	variations in the sales of the Company’s products to its significant customers;

	•	increases in returned consumer electronics products in the March quarter which follows the Company’s peak September and December selling quarters;

	•	variations in manufacturing and supplier relationships;

	•	if the Company is unable to correctly anticipate and provide for inventory requirements from quarter to quarter, it may not have sufficient inventory to deliver its products to its customers in a timely fashion or the Company may have excess inventory that it is unable to sell;

	•	new product developments or introductions;

	•	product reviews and other media coverage;

	•	competition, including competitive price pressures; and

	•	political instability, war, acts of terrorism or other disasters.

If the Company’s sales during the holiday season fall below its expectations, its operating results also could fall below expectations.

Sales of the Company’s products are somewhat seasonal due to consumer spending patterns, which tend to result in significantly stronger sales in the Company’s September and December fiscal quarters, especially as a result of the holiday season. This pattern probably will not change significantly in the future. If the economy faltered in these periods, if the Company’s customers altered the timing or frequency of their promotional activities or if the effectiveness of these promotional activities declined, particularly around the holiday season, the Company’s annual operating results could be materially adversely affected. Due to the seasonality of its business, the Company’s results for interim periods are not necessarily indicative of its results for the year.

If the Company’s third party sales representatives fail to adequately promote, market and sell the Company’s products, the Company’s revenues could significantly decrease.

A significant portion of the Company’s product sales are made through third party sales representative organizations, whose members are not employees of the Company. The Company’s level of sales depends on the effectiveness of these organizations, as well as the effectiveness of its own employees. Some of these third party representatives may sell (and do sell), with the Company’s permission, competitive products of third parties as well as the Company’s products. During the Company’s fiscal years ended March 31, 2009 and 2008, these organizations were responsible for approximately 45% and 57%, respectively, of its net revenues during such periods. In addition, two of these representative organizations were responsible for a significant portion of these revenues. If any of the Company’s third party sales representative organizations engaged by the Company, especially the Company’s two largest, fails to adequately promote, market and sell its products, the Company’s revenues could be significantly decreased until a replacement organization or distributor could be retained by the Company. Finding replacement organizations and distributors could be a time consuming process during which the Company’s revenues could be negatively impacted.

The Company could be exposed to product liability or other claims for which its product liability or other insurance may be inadequate.

A failure of any of the products marketed by the Company may subject it to the risk of product liability claims and litigation arising from injuries allegedly caused by the improper functioning or design of its products. Although the Company currently maintains product liability insurance in amounts which the Company considers adequate, the Company cannot assure that:


	•	its insurance will provide adequate coverage against potential liabilities;

	•	adequate product liability insurance will continue to be available in the future; or

	•	its insurance can be maintained on acceptable terms.

Although the Company maintains liability insurance in amounts that it considers adequate, the Company cannot assure that such policies will provide adequate coverage against potential liabilities. To the extent product liability or other litigation losses are beyond the limits or scope of the Company’s insurance coverage, the Company’s expenses could materially increase.

A decline in the value of the auction rate securities included in the Company’s investments could materially adversely affect its liquidity.

The Company’s investments include auction rate securities, with estimated fair value of $6.0 million at March 31, 2009. Auction rate securities are securities with short-term interest rate reset dates of generally less than ninety days but with contractual maturities that can be well in excess of ten years. At the end of each reset period, investors typically can sell at auction or continue to hold the securities. These securities are subject to fluctuations in fair value depending on the supply and demand at each auction. The Company’s auction rate securities consist of interests in pools of student loan receivables issued by agencies established by counties, cities, states and other municipal entities. Liquidity for the Company’s auction rate securities typically is provided by an auction process that resets the applicable interest rate every 7 to 35 days.

In early February 2008, the Company’s auction rate securities failed to sell at auction due to sell orders exceeding buy orders. Later in February and again in March 2008, the Company received approximately $1.1 million in partial redemptions of its auction rate securities. During fiscal 2009, the Company received a further $5.8 million in partial calls. Currently, the funds associated with the Company’s remaining auction rate securities that have failed auction, may not be accessible until a successful auction occurs, a buyer is found outside of the auction process, the security is called or the underlying securities have matured. As a result of the recent instability in the market for auction rate securities, there may be a future decline in the value of the Company’s auction rate securities. A decline in the value of these securities that is not temporary could materially adversely affect the Company’s liquidity and income.

Any substantial indebtedness the Company incurs from time to time may adversely affect its ability to obtain additional funds and may increase its vulnerability to economic or business downturns.

From time to time the Company may incur substantial debt in connection with its operations. As a result, the Company may be subject to the risks associated with indebtedness, including:


	•	because the Company would need to dedicate a portion of its cash flows from operations to pay debt service costs, the Company would have less funds available for operations and other purposes;

	•	it may be more difficult and expensive to obtain additional funds through financings, if such funds are available at all;

	•	the Company would be more vulnerable to economic downturns and fluctuations in interest rates, less able to withstand competitive pressures and less flexible in reacting to changes in its industry and general economic conditions; and

	•	if the Company were to default under any of its existing credit facilities or if its creditors were to demand payment of a portion or all of its indebtedness, it may not have sufficient funds to make such payments.

The Company has pledged substantially all of its assets to secure its borrowings under its credit facilities and is subject to covenants that may restrict its ability to operate its business.

The Company’s indebtedness under its credit facilities is secured by substantially all of its assets. If the Company defaults under the indebtedness secured by its assets, those assets would be available to the secured creditor to satisfy its obligations to the secured creditor. In addition, its credit facilities impose certain restrictive covenants, including financial, ownership, operational and net worth covenants. Failure to satisfy any of these covenants could result in all or any of the following:


	•	acceleration of the payment of its outstanding indebtedness;

	•	its inability to borrow additional amounts under its existing financing arrangements; and

	•	its inability to secure financing on favorable terms or at all from alternative sources.

Any of these consequences could significantly reduce the amount of cash and financing available to it which in turn would adversely affect its ability to operate its business, including acquiring its products from its manufacturers and distributing its products to its customers.

Market Related Risks

Grande’s controlling interest in the Company’s common stock as well as its organizational documents and Delaware law make it difficult for the Company to be acquired without the consent and cooperation of Grande, the Company’s board of directors and management.

Grande’s controlling interest in the Company’s shares as well as several provisions of its organizational documents and Delaware law may deter or prevent a takeover attempt, including a takeover attempt in which the potential purchaser offers to pay a per share price greater than the current market price of its common stock. Under the terms of the Company’s certificate of incorporation, its board of directors has the authority, without further action by the stockholders, to issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. The ability to issue shares of preferred stock could tend to discourage takeover or acquisition proposals not supported by its current board of directors.

If the Company’s common stock is de-listed from the NYSE Amex, shareholders liquidity in their ~~entirety Items 10, 11, 12, 13~~shares may be adversely affected and 14shareholders may have difficulty selling their shares or attaining a satisfactory price.

In order for the Company’s common stock to be eligible to continue to be listed on the NYSE Amex, the Company must meet the current NYSE Amex continued listing requirements, including satisfying the Audit Committee composition requirements and the timely filing of ~~Part III~~periodic reports with the Securities and Exchange Commission. In addition, because the Company is a “controlled company” under the rules of the ~~Annual Report. In addition,~~NYSE Amex, the Company is not required to comply with the rules relating to independent directors, board nominations and executive compensation. During fiscal 2007, the Company failed to timely file its report onForm 10-Q for the quarter ended December 31, 2006. The Company also has received notices from the American Stock Exchange in the past for failure to meet certain continued listing requirements. If the Company is unable to continue to meet these requirements, its common stock could be de-listed from the NYSE Amex. If the Company’s common stock were to be de-listed from the NYSE Amex, its common stock could continue to trade on the National Association of Securities Dealers’over-the-counter bulletin board or on the Pink Sheets, as the case may be. Any such de-listing of the Company’s common stock could have an adverse effect on the market price of, and the efficiency of the trading market for its common stock, in terms of the number of shares that can be bought and sold at a given price and through delays in the timing of transactions and less coverage of the Company by securities analysts, if any. It also could have an adverse effect on the Company’s ability to raise capital in the public or private equity markets if the Company were to determine that it needs to seek additional equity capital in the future.

Forward-Looking Information

This report contains forward looking statements made pursuant to ~~Rule 13a-14(a)~~the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond the Company’s control, and which may cause its actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through the use of words such as “may,” “will,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “project,” “predict,” “could,” “intend,” “target,” “potential,” and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation:


	•	limited access to financing or increased cost of financing resulting from the global economic downturn;

	•	the decline in, and any further deterioration of, consumer spending for retail products, such as the Company’s products;

	•	the Company’s ability to resist price increases from its suppliers or pass through such increases to its customers;

	•	the loss of any of the Company’s key customers or reduction in the purchase of the Company’s products by any such customers;

	•	conflicts of interest that exist based on the Company’s relationship with Grande;

	•	the Company’s inability to improve and maintain effective internal controls or the failure by its personnel to comply with such internal controls;

	•	the Company’s inability to maintain its relationships with its licensees and distributors or the failure to obtain new licensees or distribution relationships on favorable terms;

	•	the Company’s inability to anticipate market trends, enhance existing products or achieve market acceptance of new products;

	•	the Company’s dependence on a limited number of suppliers for its components and raw materials;

	•	the Company’s dependence on third party manufacturers to manufacture and deliver its products;

	•	the seasonality of the Company’s business, as well as changes in consumer spending and economic conditions;

	•	the failure of third party sales representatives to adequately promote, market and sell the Company’s products;

	•	the Company’s inability to protect its intellectual property;

	•	the effects of competition;

	•	changes in foreign laws and regulations and changes in the political and economic conditions in the foreign countries in which the Company operates;

	•	changes in accounting policies, rules and practices; and

	•	the other factors listed under “Risk Factors” in this Annual Report onForm 10-K and other filings with the SEC.

All forward-looking statements are expressly qualified in their entirety by this cautionary notice. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this

annual report or the date of the document incorporated by reference into this annual report. The Company has no obligation, and expressly disclaim any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise. The Company has expressed its expectations, beliefs and projections in good faith and the Company ~~is including with this Form 10-K/A certain currently dated certifications. Except as described above, no other amendments are being made to~~believes they have a reasonable basis. However, the ~~Annual Report. This Form 10-K/A does not reflect events occurring after~~Company cannot assure you that its expectations, beliefs or projections will result or be achieved or accomplished.


Item 2.	*PROPERTIES*

The following table sets forth the ~~filing of~~material properties owned or leased by the ~~Annual Report on July 11, 2008 or modify or update the disclosure contained in the Annual Report in any way other than as required to reflect the amendments discussed above and reflected below.~~Company:

~~TABLE OF CONTENTS~~


	~~Item~~Approximate			~~Page~~

~~Part III~~	~~10. Directors, Executive Officers and Corporate Governance~~		1

	Square
~~11. Executive Compensation~~Facility Purpose	6Footage				Location	Lease Expires

Corporate headquarters		22,500			Parsippany, NJ	December 2009
New York office		3,032			New York, NY	July 2012
China office		1,489			Zhong Shan, China	June 2009*
Hong Kong office		19,484			Hong Kong, China	December 2009
Macao office		4,333			Macao, China	March 2011
Warehouse		97,100			Irving, TX	June 2010
Warehouse		180,650			Mira Loma, CA	June 2011


*		The lease automatically renews on amonth-by-month basis, unless a one month cancellation notice is given by either party.

Periodically, depending on need and circumstances, the Company may also utilize public warehouse space with terms typically of one year or less. Public warehouse expenses vary based upon the volume and value of products shipped from each leased location.

The Company believes that the properties used for its operations are in satisfactory condition and adequate for its present and anticipated future operations. In advance of the termination of the lease on its corporate headquarters in December 2009, the Company intends to purchase an office building in New Jersey for use as its new headquarters location.


Item 3.	*LEGAL PROCEEDINGS*

In re: Emerson Radio Shareholder Derivative Litigation. In late 2008, the plaintiffs in two previously filed derivative actions (the Berkowitz and Pinchuk actions) filed a consolidated amended complaint naming as defendants two current and one former director of the Company and alleging that the named defendants violated their fiduciary duties to the Company in connection with a number of related party transactions with affiliates of Grande Holdings, the Company’s controlling shareholder. In January 2009, the individual defendants filed an answer denying the material allegations of the complaint and the litigation currently is in the discovery stage. The recovery, if any, in this action will inure to the Company’s benefit.

Except for the litigation matters described above, the Company is not currently a party to any legal proceedings other than litigation matters, in most cases involving ordinary and routine claims incidental to our business. Management cannot estimate with certainty the Company’s ultimate legal and financial liability with respect to such pending litigation matters. However, management believes, based on our examination of such matters, that the Company’s ultimate liability will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.


Item 4.	*SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS*

No matters were submitted to a vote of security holders during the fourth quarter.

PART II


Item 5.	*MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES*

(a) Market Information

The Company’s common stock began trading on the American Stock Exchange under the symbol MSN on December 22, 1994, and currently trades on the NYSE Amex under the same symbol, as a result of NYSE Euronext’s acquisition of the American Stock Exchange in 2008. The following table sets forth the range of high and low sales prices for the Company’s common stock as reported by the NYSE Amex and American Stock Exchanges during the last two fiscal years.


	Fiscal 2009				Fiscal 2008
	High		Low		High		Low

First Quarter	$	1.39	$	1.02	$	3.30	$	2.90
Second Quarter		1.30		.30		3.05		2.12
Third Quarter		.90		.43		2.75		1.20
Fourth Quarter		.75		.41		1.45		1.01

There is no established trading market for our Series A convertible preferred stock, whose conversion feature expired as of March 31, 2002.

(b) Holders

At June 22, 2009, there were approximately 287 stockholders of record of our common stock. The Company believes that the number of beneficial owners is substantially greater than the number of record holders, because a large portion of our common stock is held of record in broker “street names”.

(c) Dividends

The Company’s policy has been to retain all available earnings, if any, for the development and growth of its business. The Company has not paid and does not intend to pay cash dividends on its common stock. In addition, The Company’s credit facility restricts its ability to pay cash dividends on its common stock.


Item 6.	*SELECTED CONSOLIDATED FINANCIAL DATA*

Not applicable.


Item 7.	*MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS*

The following discussion of the Company’s operations and financial condition should be read in conjunction with the Financial Statements and notes thereto included elsewhere in this Annual Report onForm 10-K.

Special Note: Certain statements set forth below constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. See Item 1A — “Risk Factors — Forward-Looking Information.”

In the following discussions, most percentages and dollar amounts have been rounded to aid presentation. As a result, all figures are approximations.

Results of Operations:

As a result of the Company’s sale of its membership in the ASI joint venture in April 2009, the results of operations of the Company’s membership interest in the ASI joint venture have been presented as discontinued operations for all periods presented.

The following table summarizes certain financial information for the fiscal years ended March 31 (in thousands):


	2009			2008

Net revenues	$	200,596		$	223,174
Cost of sales		182,346			200,998
Other operating costs and expenses		5,762			6,097
Selling, general and administrative		16,889			23,285

Operating (loss) income		(4,401	)		(7,206	)
Gain on sale of building		—			854
Gain on foreign exchange forward contracts		—			465
Interest income (expense), net		245			303
Loss on impairment of securities		(117	)		(1,952	)

(Loss) income from continuing operations before income taxes and minority interest		(4,273	)		(7,536	)
(Benefit) provision for income taxes		(90	)		1,427

Net (loss) income from continuing operations	$	(4,183	)	$	(8,963	)

Results of Continuing Operations — Fiscal 2009 compared with Fiscal 2008

Net Revenues — Net revenues for fiscal 2009 were $200.6 million as compared to $223.2 million for fiscal 2008, a decrease of $22.6 million or 10.1%. Net revenues are primarily comprised of Emerson^® branded product sales, themed product sales and licensing revenues. Emerson^® branded product sales are earned from the sale of products bearing the Emerson^® or HH Scott^® brand name; themed product sales represent products sold bearing a certain theme or character; and licensing revenues are derived from licensing the Emerson^® and HH Scott^® brand names to licensees for a fee. The major elements which contributed to the overall decrease in net revenues were as follows:

i) Home appliances product sales increased $12.8 million, or 10.0%, to $140.4 million in fiscal 2009 as compared to $127.6 million in fiscal 2008, on increases across all existing product categories, and the addition of one new category, coffee makers, during fiscal 2009. In fiscal 2009, home appliance product sales consisted of microwave ovens, small refrigerators, wine coolers, toaster ovens and coffee makers;

ii) Emerson^® branded products sales, excluding home appliances products, were $44.9 million in fiscal 2009 compared to $78.9 million in fiscal 2008, a decrease of $34.0 million, or 43.1%, primarily resulting from decreased sales volumes across the entire audio product category;

iii) Themed product sales were $8.4 million in fiscal 2009 compared to $9.4 million in fiscal 2008, a decrease of $1.0 million, or 11.5%, primarily due to lower sales of Mattel^® products and the discontinuance of Nickelodeon^® products;

iv) Licensing revenues of $6.9 million in fiscal 2009 were unchanged from fiscal 2008. The Company’s largest license agreement is with Funai Corporation, Inc. (“Funai”), which expires December 31, 2010. The agreement provides that Funai will manufacture, market, sell and distribute specified products bearing the ‘‘

” trademark to customers in the U.S. and Canadian markets. Under the terms of the agreement, the Company will receive non-refundable minimum annual royalty payments of $4.3 million each calendar year and a license fee on sales of product subject to the agreement in excess of the minimum annual royalties. During fiscal 2009 and 2008, revenues of $4,940,000 and $4,601,000, respectively, were recorded under this agreement.

Cost of Sales — In absolute terms, cost of sales decreased $18.7 million, or 9.3%, to $182.3 million in fiscal 2009 as compared to $201.0 million in fiscal 2008. Cost of sales, as a percentage of net revenues, was 90.9% in

fiscal 2009 as compared to 90.0% in fiscal 2008. Cost of sales as a percentage of net revenues less license revenues was 94.1% in fiscal 2009 as compared to 92.9% in fiscal 2008. The decrease in absolute terms for fiscal 2009 as compared to fiscal 2008 was primarily related to the decrease in sales volume.

Gross profit margins across all product categories were under significant pressure during fiscal 2009 due to the global economic environment, its impact on our customers’ buying habits, and the pricing to our major customers within the categories where the Company competes. The Company’s products are generally placed in thelow-to-medium priced category of the market, which has a tendency to be highly competitive and subject to intense margin pressure.

Other Operating Costs and Expenses — Other operating costs and expenses include those components as described in Note 1 of the Notes to the Consolidated Financial Statements. Other operating costs and expenses as a percentage of net revenues were 2.9% in fiscal 2009 and 2.7% in fiscal 2008. In absolute terms, other operating costs and expenses decreased $0.3 million, or 5.5%, to $5.8 million for fiscal 2009 as compared to $6.1 million in fiscal 2008.

Selling, General and Administrative Expenses (“S,G&A”) — S,G&A, as a percentage of net revenues, was 8.4% in fiscal 2009 as compared to 10.4% in fiscal 2008. S,G&A, in absolute terms, decreased $6.4 million, or 27.5%, to $16.9 million in fiscal 2009 as compared to $23.3 million in fiscal 2008. The decrease in S,G&A in absolute terms between fiscal 2009 and 2008 was primarily due to a decrease in legal fees of $1.5 million, freight out costs of $1.5 million, personnel costs of $1.5 million, and decreases in miscellaneous other expenses.

Interest Income (Expense), net — Interest income, net, from third parties, was $245,000 in fiscal 2009 as compared to $140,000 in fiscal 2008, and was higher due to interest earned on auction rate securities held in fiscal 2008 and lower inventory and accounts receivable balances. Interest income, net, including interest from related parties, decreased in fiscal 2009 versus fiscal 2008 due to inclusion in the first quarter of fiscal 2008 of $163,000 of interest income on a note due from a related party, which was repaid in the same period.

Loss on impairment of securities — During fiscal 2009, the Company recorded a net impairment charge of $117,000 on its auction rate securities. This compares to the fiscal 2008 net impairment charge of $1.95 million recorded during the fourth quarter of fiscal 2008, due to a decline in fair value which was deemed to be other than temporary. Our valuation and impairment was estimated by comparing current value based on projected cash flows discounted to the present and taking into account yields of similar illiquid instruments and assumptions about the extent of the failure of the auction process and the amount of discounts demanded in sales of comparable securities. The Company will continue to review any investments with a fair value less than the carrying value at each reporting period. See Item 1A. Risk Factors and Note 12 “Marketable Securities”.

Provision (benefit) for Income Taxes — In fiscal 2009, the Company recorded an income tax benefit of $90,000 attributable to the loss from continuing operations of $4.3 million. In fiscal 2008, the Company recorded a net income tax provision of $1.4 million, which largely represented deferred tax charges associated with the Company’s profits in the United States and the settlement in fiscal 2008 of the Company’s predecessor’s California franchise taxes. See Item 8 — “Financial Statements and Supplementary Data — Note 7 — Income Taxes”.

Net loss from continuing operations — As a result of the foregoing factors, the Company’s net loss from continuing operations was $4.2 million for fiscal 2009 as compared to a net loss from continuing operations of $9.0 million for fiscal 2008.

Liquidity and Capital Resources

General

As of March 31, 2009, the Company had cash and cash equivalents of approximately $22.5 million, compared to approximately $14.3 million at March 31, 2008. Working capital increased to $44.8 million at March 31, 2009 as compared to $44.3 at March 31, 2008. The increase in cash and cash equivalents of approximately $8.2 million was due to increases in cash provided by investing and financing activities of $5.8 million and $5.4 million, respectively, partially offset by a usage of cash from operations of $3.0 million.

Cash used by operating activities was approximately $3.0 million for fiscal 2009, resulting from the net loss from continuing operations of $4.2 million, the temporary classification of $3.0 million of cash as restricted to ensure the release of letters of credit, if needed, by the Company’s lender, lower level of accounts payable ($2.8 million) due to reduction of unsettled supplier payables on the Company’s direct import sales, which represent sales under letter of credit arrangements, partially offset by lower inventories ($4.4 million) and accounts receivable ($2.9 million).

Net cash provided by investing activities was $5.8 million for fiscal 2009, which was attributable to partial calls on the auction rate securities ($5.8 million), disposition of the Company’s membership interest in ASI ($0.4 million), offset by purchases of showroom furniture and computer equipment for the Company’s US operations as well as tooling by a foreign subsidiary related to sourcing of product.

Net cash provided by financing activities was $5.4 million for fiscal 2009, resulting from short-term borrowings made against the unredeemed portion of still outstanding auction rate securities.

Wachovia

On December 23, 2005, the Company entered into a $45.0 million Revolving Credit Agreement with Wachovia Bank. This credit facility provides for revolving loans subject to individual maximums which, in the aggregate, are not to exceed the lesser of $45.0 million or a “Borrowing Base” as defined in the loan agreement. The Borrowing Base amount is established by specified percentages of eligible accounts receivables and inventories and bears interest ranging from Prime plus 1.00% to 1.50% or, at the Company’s election, the London Interbank Offered Rate (“LIBOR”) plus 2.50% to 3.00% depending on excess availability. Pursuant to the loan agreement, the Company is restricted from, among other things, paying certain cash dividends, and entering into certain transactions without the lender’s prior consent and is subject to certain leverage financial covenants. Borrowings under the loan agreement are secured by substantially all of the Company’s tangible assets.

At March 31, 2009 and March 31, 2008, there were approximately $13.0 million and $10.8 million of letters of credit outstanding under this facility.

At March 31, 2009, the Company held approximately $3.0 million in restricted cash to ensure the release of additional letters of credit for trade purchases of inventory, if necessary.

At March 31, 2009, as a result of failing to meet the fixed charge coverage ratio requirement, the Company was not in compliance with the covenants of the Wachovia Loan Agreement. The lender agreed to waive such defaults, and the Company and the lender negotiated an amendment to the loan and security agreement. The Company was required to pay $50,000 to the lender in connection with the amendment.

Short-Term Liquidity. The Company’s liquidity is impacted by the seasonality of its business in that the Company generally records the majority of its annual sales in the quarters ending September and December. This requires the Company to maintain higher inventory levels during the quarters ending June and September, therefore increasing the working capital needs during these periods. Additionally, the Company receives the largest percentage of its product returns in the quarter ending March. The higher level of returns during this period adversely impacts the Company’s collection activity, and therefore liquidity. In fiscal 2009, products representing approximately 34% of gross sales were imported directly to the Company’s customers. This significantly benefits Emerson’s liquidity because this inventory does not need to be financed by the Company.

The Company’s principal existing sources of cash are generated from operations and borrowings available under its revolving credit facility. As of March 31, 2009, the Company had $22.2 million of borrowing capacity available under its $45.0 million revolving credit facility, as there were $13.0 million letters of credit outstanding, and no outstanding loans. The Company believes that its existing sources of cash, including cash flows generated from operations, will be sufficient to support its existing operations over the next 12 months; however, the Company may raise additional financing, which may include the issuance of equity securities, or the incurrence of additional debt, in connection with its operations or if the Company elects to pursue acquisitions.

of the termination of the lease on its corporate headquarters in December 2009, the Company intends to purchase an office building in New Jersey for use as its new headquarters location but has no binding agreement obligating it to do so.

Off-Balance Sheet Arrangements. The Company does not have any off-balance sheet arrangements.

Other Events and Circumstances Pertaining to Liquidity. During fiscal 2008, the Company entered into foreign exchange forward contracts (denominated in US and Hong Kong dollar), based on economic and market conditions and solely for the purpose of speculative trading (See Item 8 — “Financial Statements and Supplementary Data — Note 11 — Financial Instruments”). The contract terms were for fixed periods and at March 31, 2008, these foreign exchange forward contracts had expiration dates that ranged from one to two months, with notional amounts of $10 million, and expired during the first quarter of fiscal 2009. At each balance sheet date, the Company accounts for its foreign exchange forward contracts as a current asset with corresponding realized or unrealized gains and losses included in the income statement. At March 31, 2009, the Company held no foreign exchange forward contracts.

As of March 31, 2008, the Company had $13.9 million face value invested in trading securities, consisting entirely of student loan auction rate securities (“SLARS”). These securities have long-term nominal maturities for which interest rates are reset through a Dutch auction process at pre-determined calendar intervals; a process which, prior to February 2008, had historically provided a liquid market for these securities. As a result of the continuing liquidity issues experienced in the global credit and capital markets, these SLARS have had multiple failed auctions. Based on an independent valuation and its internal analysis, the Company concluded at March 31, 2008, that these securities had experienced another-than-temporary decline in fair value and recorded an impairment charge of $1.95 million in fiscal 2008. During fiscal 2009, the issuers of these SLARS redeemed $5.8 million for cash, and the Company recorded an additional impairment charge of $117,000. These SLARS have AAA/Aaa and AAA/Baa3 credit ratings as of March 31, 2009, and have been classified as long-term investments in the Company’s Consolidated Balance Sheet as a consequence of their uncertain liquidity. The net book value of these SLARS at March 31, 2009 and 2008, respectively was $6.0 million and $11.9 million.

Restatement of Prior Interim Period Financial Statements

Based upon an extensive review and analysis of its sales allowance reserve and i-pod(R) marketing fund (the “Review”) initiated as a result of the receipt of a comment letter from the Staff of the Securities and Exchange Commission (“SEC”), management of the Company concluded, as reported in its Current Report onForm 8-K dated July 9, 2009 filed with the SEC, that its previously issued financial statements for each of the three month periods ended June 30, 2008 and September 30, 2008 need to be restated to correct an overstatement of pre-tax loss in the June quarter and an understatement of pre-tax loss in the September quarter, each in an amount currently estimated at $1.0 million. Because the amounts to be restated in such quarters offset each other, the Company believes that its financial statements for the six months ended September 30, 2008 continue to fairly present the Company’s results of operations and financial condition for the period and as of that date and need not be restated.

The Review revealed that, in certain instances, credits offered to or taken by customers were charged against the incorrect sales allowance reserve account which had no material impact on the Company’s publicly disclosed financial results until the quarter ended June 30, 2008, when the Company, believing it was then under reserved in its sales allowance accounts, expensed an extra amount of approximately $1.0 million in order to maintain these reserves at an appropriate level. In the quarter ended September 30, 2008, the Company incorrectly concluded that it had excess reserves in an account specifically related to the marketing of its iPod^® category and, therefore, took an amount of approximately $1.0 million into income. The Company believes that the amounts reserved at September 30, 2008 for all sales allowances represent a fair estimation at that date of the amounts then required to be reserved for such purposes.

The Company currently anticipates that it will amend its previously reported financial statements for the three months ended June 30, 2008 and the three months ended September 30, 2008 (but not for the six months ended September 30, 2008 or any period ended thereafter) on or before August 31, 2009.

The Company’s management, Audit Committee and independent registered public accounting firm have discussed the Company’s analysis and its conclusions.

Critical Accounting Policies

The discussion and analysis of the Company’s financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles that are generally accepted within the United States. The preparation of the Company’s financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Management considers certain accounting policies related to inventories, trade accounts receivables, impairment of long lived assets, valuation of deferred tax assets, sales return reserves and sales allowance accruals to be critical policies due to the estimation processes involved in each.

Revenue Recognition. Revenues from product distribution are recognized at the time title passes to the customer. Under the Direct Import Program, title passes in the country of origin. Under the Domestic Program, title passes primarily at the time of shipment. Estimates for possible returns are based upon historical return rates and netted against revenues. Except in connection with infrequent sales with specific arrangements to the contrary, returns are not permitted unless the goods are defective.

In addition to the distribution of products, the Company grants licenses the right to use the Company’s trademarks for as stated term for the manufactureand/or sale of consumer electronics and other products under agreements which require payment of either i)a non-refundable minimum guaranteed royalty or, ii) the greater of the actual royalties due (based on a contractual calculation, normally comprised of actual product sales by the licensee multiplied by a stated royalty rate, or “Sales Royalties”) or a minimum guaranteed royalty amount. In the case of (i), such amounts are recognized as revenue on a straight-line basis over the term of the license agreement. In the case of (ii), Sales Royalties in excess of guaranteed minimums are accounted for as variable fees and are not recognized as revenue until the Company has ascertained that the licensee’s sales of products have exceeded the guaranteed minimum. In effect, the Company recognizes the greater of Sales Royalties earned to date or the straight-line amount of minimum guaranteed royalties to date. In the case where a royalty is paid to the Company in advance, the royalty payment is initially recorded as a liability and recognized as revenue as the royalties are deemed to be earned according to the principles outlined above.

Inventories. Inventories are stated at the lower of cost or market. Cost is determined using thefirst-in, first-out basis. The Company records inventory reserves to reduce the carrying value of inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory reserves may be required. Conversely, if market conditions improve, such reserves are reduced.

Trade Accounts Receivable. The Company extends credit based upon evaluations of a customer’s financial condition and provides for any anticipated credit losses in the Company’s financial statements based upon management’s estimates and ongoing reviews of recorded allowances. If the financial conditions of a customer deteriorates, resulting in an impairment of that customer’s ability to make payments, additional reserves may be required. Conversely, reserves are reduced to reflect credit and collection improvements.

Income Taxes. The Company records a valuation allowance to reduce the amount of its deferred tax assets to the amount that management estimates is more likely than not to be realized. While management considers future taxable income and ongoing tax planning strategies in assessing the need for the valuation allowance, in the event that management determines that a deferred tax asset will likely be realized in the future in excess of the net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, if it is determined that all or part of a net deferred tax asset will likely not be realized in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made.

Sales Return Reserves. Management must make estimates of potential future product returns related to current period product revenue. Management analyzes historical returns, current economic trends and changes in customer demand for our products when evaluating the adequacy of the reserve for sales returns. Management judgments and estimates must be made and used in connection with establishing the sales return reserves in any accounting period. Additional reserves may be required if actual sales returns increase above the historical return

rates. Conversely, the sales return reserve could be decreased if the actual return rates are less than the historical return rates, which were used to establish the reserve.

Sales Allowance and Marketing Support Accruals. Sales allowances, marketing support programs, promotions and other volume-based incentives, which are provided to retailers and distributors are accounted for on an accrual basis as a reduction in net revenues in the period in which the related sales are recognized as per the guidance of the Emerging Issues Task Force of the Financial Accounting Standards Board (“FASB”) inEITF 01-09 “Accounting for Consideration Given by a Vendor to a Customer.” If additional marketing support programs, promotions and other volume-based incentives are required to promote the Company’s products subsequent to the sales, then additional reserves may be required and are accrued for when such support is offered.

Recently-Issued Financial Accounting Pronouncements

In December 2007, the FASB revised Statement 141, “Business Combinations” — effecting the acquisitions on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. This Statement replaces FASB Statement No. 141,Business Combinations.This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called thepurchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. The Company is currently evaluating the impact of this new Standard but believes that it will not have a material impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB issued FAS 160, “Non-controlling Interests in Consolidated Financial Statements, — an amendment of ARB No. 51. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The Company is currently evaluating the impact of this new Standard but believes that it will not have a material impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB ratified the Emerging Issues Task Force consensus on EITF IssueNo. 07-1, “Accounting for Collaborative Arrangements Related to the Development and Commercialization of Intellectual Property”. The EITF resolved that revenues and costs incurred and revenues generated from transactions with third parties outside the collaborative arrangement should be reported by the collaborators based on the criteria inEITF 99-19, “Reporting Revenue Gross as a Principal Versus Net as an Agent”. Payments between collaborators should be characterized based on existing accounting literature or analogous to such guidance if the payments are not within the scope of such pronouncements. Disclosures should include the nature and purpose of the collaborative arrangement along with the relevant accounting policies and classification of significant financial statement amounts associated with the arrangements. EITF IssueNo. 07-1 is effective for fiscal years beginning after December 15, 2008 and is to be applied retrospectively to all periods presented for collaborative arrangements in existence on the date of adoption. The Company is currently evaluating the impact of this new Standard but believes that it will not have a material impact on the Company’s financial position, results of operations or cash flows.

In February 2008, the FASB issued FSP Financial Accounting Standard (“FAS”)FAS 157-2,Effective Date of FASB Statement No. 157. FSPFAS 157-2 delays the effective date of SFAS No. 157,Fair Value Measurements, for certain nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS No. 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. FSPFAS 157-2 defers the effective date of certain provisions of SFAS No. 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years, for items within the scope of this FSP. The Company is currently evaluating the impact of this new Standard but believes that it will not have a material impact on the Company’s financial position, results of operations or cash flows.

In March 2008, the FASB issued FAS 161, “Disclosures about Derivative Instruments and Hedging Activities” — an amendment of FASB Statement No. 133, “Accounting for Derivatives Instruments and Hedging Activities”. FAS 161 is effective for annual periods beginning after December 15, 2008. FAS 161 expands in the reporting requirements of FAS 131. The Statement requires that objectives for using derivative instruments be

disclosed in terms of underlying risk and accounting designation. This disclosure better conveys the purpose of derivative use in terms of the risks that the entity is intending to manage. The Company is currently evaluating the impact of this new Standard but believes that it will not have a material impact on the Company’s financial position, results of operations or cash flows.

In April 2008, the FASB issued FSPFAS 142-3, “Determination of the Useful Life of Intangible Assets” (FSPFAS 142-3). FSPFAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” FSPFAS 142-3 is effective for our financial statements beginning in fiscal 2010, and interim periods within those fiscal years. The Company is currently evaluating the impact of this new Standard but believes that it will not have a material impact on the Company’s financial position, results of operations or cash flows.

In May 2008, FASB issued FAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. Effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). The Company is currently evaluating the impact of this new Standard but believes that it will not have a material impact on the Company’s financial position, results of operations or cash flows.

In May 2008, the FASB issued FAS No. 163, “Accounting for Financial Guarantee Insurance Contracts.” FAS No. 163 is an interpretation of FAS No. 60, “Accounting and Reporting by Insurance Enterprises”. FAS No. 163 is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of this new Standard but believes that it will not have a material impact on the Company’s financial position, results of operations or cash flows.

In June 2008, the FASB issued FSP Emerging Issues Task Force (EITF)03-06-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (FSPEITF 03-06-1), which clarifies that unvested share-based payment awards with a right to receive non-forfeitable dividends are participating securities and provides guidance on how to allocate earnings to participating securities to allow computation of basic earnings per share using the two-class method. The Company is currently evaluating the impact of this new Standard but believes that it will not have a material impact on the Company’s financial position, results of operations or cash flows.

In April 2009, the FASB issued FSPSFAS 157-4 “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.” This FSP provides additional guidance for estimating fair value in accordance with SFAS No. 157 when the volume or level of activity in a market for an asset or liability has decreased significantly. This FSP also provides additional guidance on identifying circumstances that indicate a transaction is not orderly (i.e., a forced liquidation or distressed sale). The Company is currently evaluating the impact of this new Standard.

In April 2009, the FASB issued FSPSFAS 115-2 and SFAS to sell a debt security and it is more likely than not that it will not have to sell the security before recovery of its cost basis, then an entity may separate other-than temporary impairments into two components: 1) the amount related to credit losses (recorded in earnings) and 2) all other amounts (recorded in other comprehensive income). The Company is currently evaluating the impact of this new Standard.


Item 7A.	*QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.*

Not applicable.


Item 8.	*FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA*

Index to Consolidated Financial Statements


		~~12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~	12Page
			No.

	•	Report of Independent Registered Public Accounting Firm		29
	•	Consolidated Statements of Operations for the years ended March 31, 2009 and 2008		30
	•	Consolidated Balance Sheets as of March 31, 2009 and 2008		31
	•	Consolidated Statements of Changes in Shareholders’ Equity for the years ended March 31, 2009 and 2008		32
	•	Consolidated Statements of Cash Flows for the years ended March 31, 2009 and 2008		33
	•	Notes to Consolidated Financial Statements		34
EX-21.1
EX-23.1
EX-31.1
EX-31.2
EX-32

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

of Emerson Radio Corp.

We have audited the accompanying consolidated balance sheets of Emerson Radio Corp. and Subsidiaries (the “Company”), as of March 31, 2009 and 2008, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of March 31, 2009 and 2008, and the consolidated results of their operations, and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ MSPC

Certified Public Accountants and Advisors

A Professional Corporation

Cranford, New Jersey

July 13, 2009

EMERSON RADIO CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended March 31, 2009 and 2008


	2009			2008
	(In thousands, except per share data)

Net revenues:
Net revenues	$	200,581		$	222,801
Net revenues-related party		15			373

		200,596			223,174

Costs and expenses:
Cost of sales		182,346			200,766
Cost of sales-related party		—			232
Other operating costs and expenses		5,762			6,097
Selling, general and administrative expenses		16,889			23,285

		204,997			230,380

Operating income (loss)		(4,401	)		(7,206	)
Other income (expense):
Gain on sale of building		—			854
Gains on foreign exchange forward contracts		—			465
Interest income, net		245			140
Interest income-related party		—			163
Loss on impairment of securities		(117	)		(1,952	)

		128			(330	)

Loss from continuing operations before income taxes		(4,273	)		(7,536	)
(Benefit) provision for income taxes		(90	)		1,427

Loss from continuing operations		(4,183	)		(8,963	)
Loss from discontinued operations, net of tax benefit		(634	)		(58	)

Net loss		(4,817	)		(9,021	)

Basic net loss per share
Continuing operations	$	(.16	)	$	(.33	)
Discontinued operations		(.02	)		—

	$	(.18	)	$	(.33	)

Diluted net loss per share
Continuing operations	$	.(16	)	$	(.33	)
Discontinued operations		(.02	)		—

	$	(.18	)	$	(.33	)

Weighted average shares outstanding
Basic		27,130			27,126
Diluted		27,130			27,126

The accompanying notes are an integral part of the consolidated financial statements.

EMERSON RADIO CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of March 31, 2009 and 2008


	2009			2008
	(In thousands, except per share data)

ASSETS
Current Assets:
Cash and cash equivalents	$	22,518		$	14,283
Restricted cash		3,025			—
Foreign exchange forward contracts		—			134
Net accounts receivable		15,970			17,254
Other receivables		1,587			2,131
Due from affiliates		78			765
Net inventory		20,691			24,721
Prepaid expenses and other current assets		2,190			2,246
Deferred tax assets		4,872			5,412
Current assets of discontinued operations		—			329

Total current assets		70,931			67,275
Property, plant, and equipment, net		1,139			1,481
Trademarks and other intangible assets, net		255			279
Due from affiliates		114			—
Investments in marketable securities		6,031			11,948
Deferred tax assets		7,102			5,927
Other assets		472			589
Non current assets of discontinued operations		—			430

Total Assets	$	86,044		$	87,929


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term borrowings	$	5,733		$	—
Current maturities of long-term borrowings		85			82
Accounts payable and other current liabilities		18,929			21,695
Due to affiliates		66			102
Accrued sales returns		1,130			872
Income taxes payable		155			185
Current liabilities of discontinued operations		—			42

Total current liabilities		26,098			22,978
Long-term borrowings		59			142
Deferred tax liabilities		87			57
Minority interest		—			133
Shareholders’ Equity:
Preferred shares — 10,000,000 shares authorized; 3,677 shares issued and outstanding; liquidation preference of $3,677		3,310			3,310
Common shares — $.01 par value, 75,000,000 shares authorized; 52,965,797 shares issued at March 31, 2009 and March 31, 2008, respectively; 27,129,832 shares outstanding at March 31, 2009 and March 31, 2008, respectively		529			529
Capital in excess of par value		117,243			117,245
Accumulated other comprehensive losses		(82	)		(82	)
Accumulated deficit		(36,976	)		(32,159	)
Treasury stock, at cost, 25,835,965 shares		(24,224	)		(24,224	)

Total shareholders’ equity		59,800			64,619

Total Liabilities and Shareholders’ Equity	$	86,044		$	87,929

The accompanying notes are an integral part of the consolidated financial statements.

EMERSON RADIO CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the Years Ended March 31, 2009 and 2008


			Common Shares										Accumulated
			Issued							Capital			Other						Total
	Preferred		Number		Par		Treasury			in Excess of			Comprehensive			Accumulated			Shareholders’
	Stock		of Shares		Value		Stock			Par Value			Losses			Deficit			Equity
	(In thousands, except share data)

Balance — March 31, 2007	$	3,310		52,945,797	$	529	$	(24,224	)	$	117,371		$	(82	)	$	(23,017	)	$	73,887
Exercise of stock options and warrants				20,000							51									51
Stock based compensation											(177	)								(177	)
Adjustment for implementation of FIN 48																	(121	)		(121	)
Comprehensive income:
Net loss																	(9,021	)		(9,021	)

Comprehensive income																				(9,021	)

Balance — March 31, 2008	$	3,310		52,965,797	$	529	$	(24,224	)	$	117,245		$	(82	)	$	(32,159	)	$	64,619
Stock based compensation											(2	)								(2	)
Comprehensive income:
Net loss																	(4,817	)		(4,817	)

Comprehensive income																				(4,817	)

Balance — March 31, 2009	$	3,310		52,965,797	$	529	$	(24,224	)	$	117,243		$	(82	)	$	(36,976	)	$	59,800

The accompanying notes are an integral part of the consolidated financial statement

EMERSON RADIO CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended March 31, 2009 and 2008


	2009			2008
	(In thousands)

Cash Flows from Operating Activities:
Loss from continuing operations	$	(4,183	)	$	(8,963	)
Adjustments to reconcile net loss to net cash
(used) provided by operating activities:
Minority interest		—			133
Depreciation and amortization		775			808
Non cash compensation		(2	)		(177	)
Deferred tax benefit		(605	)		(1,550	)
Asset allowances, reserves, and other		(1,739	)		1,746
Gain on insurance reimbursements		(54	)		—
Gains on sales of investments		(670	)		—
Gain on sale of building and other property		—			(865	)
Impairment charges and asset write-offs		877			2,072
Gains on foreign exchange forward contracts not settled		—			(134	)
Changes in assets and liabilities:
Restricted cash		(3,025	)		3,000
Foreign exchange forward contracts		134			—
Accounts receivable		2,919			(444	)
Other receivables		544			(595	)
Due from affiliates		573			23,925
Inventories		4,392			8,242
Prepaid expenses and other current assets		110			1,130
Other assets		34			(153	)
Accounts payable and other current liabilities		(2,766	)		1,609
Due to affiliates		(36	)		102
Income taxes payable		40			(242	)

Operating activities of continuing operations		(2,682	)		29,644
Operating activities of discontinued operations		(347	)		(354	)

Net cash (used) provided by operating activities		(3,029	)		29,290

Cash Flow From Investing Activities:
Proceeds from sale of building and other property		—			2,011
Proceeds from partial calls on securities		5,800			1,100
Purchases of securities		—			(15,000	)
Additions to property and equipment (continuing operations)		(416	)		(873	)
Investing activities of discontinued operations, including Proceeds from sale of ASI (net of cash at date of sale)		430			(430	)

Net cash provided (used) by investing activities		5,814			(13,192	)

Cash Flows from Financing Activities:
Short-term borrowings		9,279			(64	)
Repayments of short-term borrowings		(3,613	)		—
Net borrowings under foreign bank facilities		—			(3,111	)
Exercise of stock options		—			51
Borrowings under long-term credit facility		141,608			183,144
Repayments of borrowings under long-term credit facility		(141,691	)		(183,728	)

Financing activities of continuing operations		5,583			(3,708	)
Financing activities of discontinued operations		(133	)		42

Net cash provided (used) by financing activities		5,450			(3,666	)

Net increase in cash and cash equivalents		8,235			12,432
Cash and cash equivalents at beginning of year		14,283			1,851

Cash and cash equivalents at end of year (Including cash of discontinued operations of $0)	$	22,518		$	14,283

Supplemental disclosures of non-cash investing and financing activities:
Interest	$	144		$	464

Income taxes	$	67		$	5,393

The accompanying notes are an integral part of the consolidated financial statements.

EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2009

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES:

Background and Basis of Presentation

The consolidated financial statements include the accounts of Emerson Radio Corp. (“Emerson”, consolidated — the “Company”), and its subsidiaries. The Company designs, sources, imports and markets a variety of consumer electronic and household products, and licenses the Emerson trademark for a variety of products domestically and internationally.

On April 16, 2009, the Company entered into an agreement with Advanced Sound and Image, LLC, a Delaware limited liability company (“ASI”), ADCOM, LLC, an Arizona limited liability company (“ADCOM”), Quality Technology Electronics (Thailand) LTD, a Thai corporation (“QTE”) and Daniel Donnelly, pursuant to which, among other things, the Company sold (a) to ASI all of its membership interest in ASI and (b) to QTE all of its right, title and interest in and to certain loan documentation relating to a secured line of credit made available to ASI under which approximately $1.2 million was due and payable to the Company as of April 16, 2009. In connection with this transaction, the Company recognized an after-tax loss of approximately $0.6 million and, accordingly, the financial position and results of operations of the Company’s interest in the ASI joint venture for the fiscal years ended March 31, 2009 and 2008 have been presented as discontinued operations. See Note 17 “Discontinued Operations”.

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, the Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash Equivalents

Highly liquid short-term investments with original maturities of three months or less at the time of purchase are considered to be cash equivalents.

Fair Values of Financial Instruments

The carrying amounts for cash and cash equivalents, cash securing bank loans, trade accounts receivable, accounts payable and accrued liabilities approximate fair value due to short-term maturity of these financial instruments. The carrying amounts of bank debt approximate their fair values due to their variable rate interest features.

Investments

The Company determines the appropriate classifications of securities at the time of purchase and evaluates the continuing appropriateness of that classification thereafter. The Company’s investments in auction rate securities are classified as trading securities in fiscal 2009 and 2008. Realized gains and losses are determined on a specific identification basis and are reported separately as a component of income. Decreases and increases in the fair value of securities deemed to be other than temporary are included in earnings.

Concentrations of Credit Risk

Certain financial instruments potentially subject the Company to concentrations of credit risk. Accounts receivable represent sales to retailers and distributors of consumer electronics throughout the United States and Canada. The Company periodically performs credit evaluations of its customers but generally does not require

EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

collateral. The Company provides for any anticipated credit losses in the financial statements based upon management’s estimates and ongoing reviews of recorded allowances. The accounts receivable allowance for doubtful accounts was $691,000 at March 31, 2009 and $959,000 at March 31, 2008

The Company maintains its cash accounts primarily with the bank providing its credit facility and also with major foreign financial institutions. See Note 6 — “Borrowings”. The total cash balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per bank as of March 31, 2009 and $100,000 per bank as of March 31, 2008. The Company’s cash balances in excess of FDIC-insured limits were $25.3 million and $14.2 million at March 31, 2009 and March 31, 2008, respectively.

Property and Equipment

Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets being depreciated. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvement or the term of the lease. The cost of maintenance and repairs is charged to expense as incurred. Significant renewals and betterments are capitalized and depreciated over the remaining estimated useful lives of the related assets. At time of disposal, the cost and related accumulated depreciation are removed from the Company’s records and the difference between net carrying value of the asset and the sale proceeds is recorded as a gain or loss.

Depreciation of property, plant and equipment is provided by the straight-line method as follows:


•	~~13. Certain Relationships~~Machinery and ~~Related Transactions and Director Independence~~ Equipment	14Five years to ten years
•	Computer Equipment and Software	Three years to ten years
•	~~14. Principal Accountant Fees~~Furniture & Fixtures and ~~Services~~ Office Equipment	18

~~Part IV~~	~~15. Exhibits and Financial Statements~~	19

~~Signatures~~		20

~~Exhibit Index~~		20Five years to seven years

~~(i)~~

Long-Lived Assets

The Company’s long-lived assets include property and equipment, trademark and other amortizable intangibles. At March 31, 2009, the Company had approximately $1,139,000 of property and equipment, net of accumulated depreciation, and approximately $255,000 of trademark and other amortizable intangible assets, net of amortization, accounting for approximately 2% of the Company’s total assets. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposals of Long-Lived Assets.” Recoverability of assets held and used are measured by a comparison of the carrying amount of an asset to estimated undiscounted pre-tax future net cash flows. Future events could cause the Company to conclude that impairment indicators exist and that long-lived assets may be impaired. Any resulting impairment loss could have a material adverse impact on the Company’s financial condition and results of operations.

Revenue Recognition

Distribution of products

Revenues from product distribution are recognized at the time title passes to the customer. Under the Direct Import Program, title passes in the country of origin. Under the Domestic Program, title passes primarily at the time of shipment. Estimates for possible returns are based upon historical return rates and netted against revenues. Except in connection with infrequent sales with specific arrangements to the contrary, returns are not permitted unless the goods are defective.

Management must make estimates of potential future product returns related to current period product revenue. Management analyzes historical returns, current economic trends and changes in customer demand for our products when evaluating the adequacy of the reserve for sales returns. Management judgments and estimates must

~~PART III~~

~~ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS~~EMERSON RADIO CORP. AND ~~CORPORATE GOVERNANCE~~

~~Directors~~SUBSIDIARIES

~~The following table sets forth certain information regarding~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

be made and used in connection with establishing the ~~current directors~~sales return reserves in any accounting period. Additional reserves may be required if actual sales returns increase above the historical return rates. Conversely, the sales return reserve could be decreased if the actual return rates are less than the historical return rates, which were used to establish the reserve.

Sales allowances, marketing support programs, promotions and other volume-based incentives, which are provided to retailers and distributors are accounted for on an accrual basis as a reduction in net revenues in the period in which the related sales are recognized as per the guidance of ~~Emerson Radio Corp.~~the Emerging Issues Task Force of the Financial Accounting Standards Board (“~~Emerson,~~FASB”) inEITF 01-09 “Accounting for Consideration Given by a Vendor to a Customer.” ~~“us”~~If additional marketing support programs, promotions and other volume-based incentives are required to promote the Company’s products subsequent to the sales, then additional reserves may be required and are accrued for when such support is offered.

Licensing

In addition to the distribution of products, the Company grants licenses for the right to use the Company’s trademarks for a stated term for the manufactureand/or sale of consumer electronics and other products under agreements which require payment of either i)a non-refundable minimum guaranteed royalty or, ii) the greater of the actual royalties due (based on a contractual calculation, normally comprised of actual product sales by the licensee multiplied by a stated royalty rate, or “Sales Royalties”) or a minimum guaranteed royalty amount. In the case of (i), such amounts are recognized as revenue on a straight-line basis over the term of the license agreement. In the case of (ii), Sales Royalties in excess of guaranteed minimums are accounted for as variable fees and are not recognized as revenue until the Company has ascertained that the licensee’s sales of products have exceeded the guaranteed minimum. In effect, the Company recognizes the greater of Sales Royalties earned to date or the ~~“Company”).~~straight-line amount of minimum guaranteed royalties to date. In the case where a royalty is paid to the Company in advance, the royalty payment is initially recorded as a liability and recognized as revenue as the royalties are deemed to be earned according to the principles outlined above.

Year First
Became
Name Age Director Principal Occupation or Employment

Christopher Ho 58 2006 Christopher Ho has served as our Chairman since July 2006. Mr. Ho is presently the Chairman of The Grande Holdings Ltd. (“Grande Holdings”), a Hong Kong based group of companies engaged in a number of businesses including the manufacture, sale and distribution of audio, video and other consumer electronics and video products. Grande Holdings beneficially holds approximately 57.6% of our outstanding common shares. Mr. Ho also currently serves as Chairman of Lafe Corporation Limited, a company listed on the Singapare Exchange, and a representative director of Sanusi Electric Co., Ltd., a company listed on the Tokyo Stock Exchange. Christopher Ho graduated with a Bachelor of Commerce degree from the University of Toronto in 1974. He is a member of the Canadian Institute of Chartered Accountants as well as a member of the Institute of Management Accountants of Canada. He also is a certified public accountant (Hong Kong) and a member of the Hong Kong Society of Accountants. He was a partner in international accounting firms before joining Grande Holdings and has extensive experience in corporate finance, international trade and manufacturing.

Adrian Ma (1) 63 2006 Adrian Ma, a director of the Company since March 30, 2006, has been our Chief Executive Officer since March 30, 2006 and also served as our Chairman from March 30, 2006 through July 26, 2006. In addition, Mr. Ma is a director of Grande Holdings. He has more than 30 years experience as an Executive Chairman, Executive Director and Managing Director of various organizations focused primarily in the consumer electronics industry. Mr. Ma also is Director of Lafe Technology Ltd., Vice Chairman and Managing Director of Ross Group Inc. and Deputy Chairman of Sansui Electric Co. Ltd.

Greenfield Pitts 58 2006 Greenfield Pitts has served as our Chief Financial Officer since February 2007 and a director since March 2006. Mr. Pitts has a 30-year background in international banking and was associated with Wachovia Bank, our present lender, for more than 25 years, with assignments in London, Atlanta and Hong Kong. From 1997 to 2006, he was in Hong Kong managing a joint venture between Wachovia and HSBC, later worked in Corporate Finance for Wachovia Securities.

Cost of Sales

Cost of sales includes actual product cost, change in inventory reserves, duty, buying costs, the cost of transportation to the Company’s warehouses from its manufacturers, warehousing costs, and an allocation of depreciation and amortization.

Other Operating Costs and Expenses

Other operating costs and expenses include costs associated with returned product received from retailers, the costs associated with the markdown of returned inventory, and an allocation of depreciation and amortization. Because other operating costs and expenses is not included in cost of sales, the reported gross margin may not be comparable to those of other distributors that may include all costs related to the cost of product to their cost of sales and in the calculation of gross margin.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include all operating costs of the Company that are not directly related to the cost of procuring product or costs not included in other operating costs and expenses.

Acquisition Costs Incurred

Acquisition costs include all costs incurred by the Company in acquisition attempts. These costs are charged to operations when the potential acquisition is terminated.

Year First
Became
Name Age Director Principal Occupation or Employment
Michael A.B. Binney 49 2005 Michael A.B. Binney has been a Director since December 2005. Mr. Binney served as our Acting Group Controller from February 2007 until May 2008 and as our President-International Sales from July 2006 until May 2008. He is a fellow member of the Institute of Chartered Accountants in England and Wales and a fellow member of the Hong Kong Institute of Certified Public Accountants. He was a professional accountant for several years before joining the computer and electronics industry. He also currently is a Director of Grande Holdings, a Director of Lafe Corporation Limited, a company listed on the Singapore Exchange, as well as a Director of several other companies in Malaysia, Japan, Singapore and the United Kingdom.

Mirzan Mahathir 50 2007 Mirzan Mahathir has been a Director since 2007. Mr. Mahathir currently manages his investments in Malaysia and overseas while facilitating business collaboration in the region. Previously, Mr. Mahathir worked for IBM Corporation and Salomon Brothers. Since 1992, Mr. Mahathir has served as the Executive Chairman and President of Konsortium Logistik Berhad, a Malaysian logistic solutions provider listed on the Kuala Lumpar Stock Exchange. He also is the Chairman and CEO of Crescent Capital Sdn Bhd, a Malaysian investment holding and independent strategic and financial advisory firm which he founded and the President of the Asian Strategy and Leadership Institute (ASLI), a leading organizer of business conferences, secretariat for business councils and public policy research centre. Currently, Mr. Mahathir holds directorships in Worldwide Holdings Berhad and AHB Holdings Berhad, companies listed on the Bursa Malaysia, and Lafe Technology Ltd., a company listed on the Singapore Exchange. He is also a member of the UN/ESCAP Business Advisory Council, the American Bureau of Shipping Southeast Asia Committee and the Wharton Business School Asian Executive Board.

Kareem E. Sethi (1)(2) 30 2007 Kareem E. Sethi has been a Director since 2007. Mr. Sethi has served as Managing Director of Streetwise Capital Partners, Inc. since 2003. From 1999 until 2003, Mr. Sethi was Manager, Business Recovery Services for PricewaterhouseCoopers Inc.

EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Foreign Currency

The assets and liabilities of foreign subsidiaries have been translated at current exchange rates, and related revenues and expenses have been translated at average rates of exchange in effect during the year. Related translation adjustments are reported as a separate component of shareholders’ equity. Losses and gains resulting from foreign currency transactions are included in the results of operations.

The Company generally does not enter into foreign currency exchange contracts to hedge its exposures related to foreign currency fluctuations. However, in fiscal 2008, the Company entered into fixed period foreign exchange forward contracts (between the US and Hong Kong dollar), based on economic and market conditions and solely for the purpose of speculative trading, not for the purpose of hedging other business opportunities. The contract terms were for fixed periods and at March 31, 2008, the Company’s foreign exchange forward contracts had expiration dates that ranged from one to two months, with notional amounts of $10 million. (See Note 11 “Financial Instruments”). The Company recorded $465,000 of net foreign exchange gains on these contracts in fiscal 2008. There were no foreign exchange forward contracts held by the Company at March 31, 2009.

Advertising Expenses

Advertising expenses are charged to operations as incurred and are included in selling, general and administrative expenses. Total advertising expenses were approximately $1,143,000 and $820,000 for fiscal 2009 and 2008.

Sales Allowance and Marketing Support Expenses

Sales allowance, marketing support programs and other volume-based incentives are accounted for on an accrual basis as a reduction in net revenue according to the requirements of Emerging Issue Task Force01-09, “Accounting for Consideration Given By a Vendor to a Customer or a Reseller of the Vendor’s Products” in the period in which the related sales are recognized. These expenses were approximately $3,805,000 and $7,760,000 for fiscal 2009 and 2008, respectively.

Internet Expenses

The Company expenses the operating and development costs of its Internet websites when incurred.

Interest (Income) Expense

The Company expenses interest when incurred. The interest expenses for fiscal 2009 and 2008 consist of:


	2009			2008
	(In thousands)

Interest expense	$	174		$	440
Amortization of deferred financing costs		83			83
Interest income		(502	)		(663	)

Interest (income) expense, net	$	(245	)	$	(140	)

Income Taxes

Deferred income taxes are provided for the tax effects of differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets have been recorded, net of an appropriate valuation allowance, to the extent management believes it is more likely than not that such assets will be realized. (See Note 7 “Income Taxes”).

~~-2-~~
37

Year First
Became
Name Age Director Principal Occupation or Employment
Eduard Will 66 2006 Eduard Will has been our Vice Chairman since October 2007 and a Director since July 2006. From July 2006 until October 2007, Mr. Will served as our President- North American Operations. Prior to becoming President- North American Operations, Mr. Will was the Chairman of our Audit Committee from January 2006 through July 2006. Mr. Will has more than 37 years experience as a merchant banker, senior advisor and director of various public and private companies. Presently, Mr. Will is serving on the Board of Directors or acting as Senior Adviser to Grande Holdings, KoolConnect Technologies Inc. and Integrated Data Corporation.


~~(1)~~		~~Member of the Corporate Governance, Nominating and Compensation Committee~~

~~(2)~~		~~Member of the Audit Committee~~

~~Board of Directors and Committees~~EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Comprehensive Income

Comprehensive income or loss, as disclosed in the Consolidated Statements of Changes in Shareholders’ Equity, is net income or loss adjusted for changes in the fair value of hedge instruments, unrealized gains or losses on securities, and foreign currency translation adjustments.

Net Earnings (Loss) Per Common Share

Net earnings (loss) per share are based upon the weighted average number of common and common equivalent shares outstanding. Outstanding stock options and warrants are treated as common stock equivalents when dilution results from their assumed exercise.

Stock- Based Compensation

The Company accounts for all share based payments in accordance with Statement of Financial Accounting Standard (“FAS”) No. 123R, “Share-Based Payment” (“FAS 123R”). As a result, the Company has applied FAS 123R to new awards and to awards modified, repurchased, or cancelled. Compensation cost for the portion of awards for which the requisite service has not been rendered is recognized as the requisite service is rendered (generally over the remaining option vesting period). The compensation cost for that portion of awards has been based on the grant-date fair value of those awards as calculated for pro forma disclosures under previously issued accounting standards. As a result of applying the provisions of FAS 123R, the Company recorded a recovery of compensation costs of $2,000 and $177,000 during fiscal 2009 and 2008, respectively.

There were no stock options granted under the Emerson Plan in fiscal 2009 or fiscal 2008.

Recent Pronouncements

In December 2007, the FASB revised Statement 141, “Business Combinations” — effecting the acquisitions on or after the beginning of ~~our fiscal year ended March 31, 2008 (“Fiscal 2008”), our Board~~the first annual reporting period beginning on or after December 15, 2008. This Statement replaces FASB Statement No. 141,Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of ~~Directors consisted~~accounting (which Statement 141 called thepurchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement defines the acquirer as the entity that obtains control of ~~Christopher Ho, Adrian Ma, Greenfield Pitts, Peter Bünger, W. Michael Driscoll, Jerome H. Farnum, Eduard Will~~one or more businesses in the business combination and ~~Norbert R. Wirsching. On October 25,~~establishes the acquisition date as the date that the acquirer achieves control. The Company is currently evaluating the impact of this new Standard but believes that it will not have a material impact on the Company’s financial position, results of operations or cash flows.

In December 2007, ~~Mr. Bünger resigned~~the FASB issued FAS 160, “Noncontrolling Interests in Consolidated Financial Statements, — an amendment of ARB No. 51. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The Company is currently evaluating the impact of this new Standard but believes that it will not have a material impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB ratified the Emerging Issues Task Force consensus on EITF IssueNo. 07-1, “Accounting for Collaborative Arrangements Related to the Development and Commercialization of Intellectual Property”. The EITF resolved that revenues and costs incurred and revenues generated from transactions with third parties outside the collaborative arrangement should be reported by the collaborators based on the criteria inEITF 99-19, “Reporting Revenue Gross as a ~~director,~~Principal Versus Net as an Agent”. Payments between collaborators should be characterized based on existing accounting literature or analogous to such guidance if the payments are not within the scope of such pronouncements. Disclosures should include the nature and purpose of the collaborative arrangement along with the relevant accounting policies and classification of significant financial statement amounts associated with the arrangements. EITF IssueNo. 07-1 is effective ~~as of~~for fiscal years beginning after December 15, 2008 and is to be applied retrospectively to all periods presented for collaborative arrangements in

EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

existence on the date of ~~our annual meeting~~adoption. The Company is currently evaluating the impact of ~~stockholders~~this new Standard but believes that ~~was held~~it will not have a material impact on ~~December 13, 2007 (the “2007 Annual Meeting~~the Company’s financial position, results of ~~Stockholders”~~operations or cash flows.

In February 2008, the FASB issued FSP Financial Accounting Standard (“FAS”)FAS 157-2,Effective Date of FASB Statement No. 157. FSPFAS 157-2 delays the effective date of SFAS No. 157,Fair Value Measurements, for certain nonfinancial assets and ~~advised us~~nonfinancial liabilities, except those that ~~he would not stand~~are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS No. 157 establishes a framework for ~~reelection as a director at such meeting. Mr. Bünger’s reasons for such actions were outlined in a letter submitted by him~~measuring fair value and expands disclosures about fair value measurements. FSPFAS 157-2 defers the effective date of certain provisions of SFAS No. 157 to our Board of Directors, a copy of which letter was filed as an exhibit to our current report on Form 8-K filed with the Securities and Exchange Commission, or the SEC, on October 31, 2007. Mr. Farnum elected not to stand for reelection to our Board of Directors at our 2007 Annual Meeting of Stockholders. At our 2007 Annual Meeting of Stockholders, we added three directors to our Board of Directors, Mirzan Mahathir, Kareem E. Sethi and David R. Peterson. In July 2008, Messrs. Driscoll, Peterson and Wirsching resigned as directors. The reasons for Mr. Driscoll’s resignation were outlined in a letter submitted by him to our Board of Directors, a copy of which letter was filed as an exhibit to our current report on Form 8-K filed with the SEC on July 18,fiscal years beginning after November 15, 2008, and interim periods within those fiscal years, for items within the ~~reasons for Mr. Wirsching’s resignation were outlined in~~scope of this FSP. The Company is currently evaluating the impact of this new Standard but believes that it will not have a letter submitted by him to our Board of Directors, a copy of which letter was filed as an exhibit to our current report on Form 8-K filed with the SEC on July 29, 2008. Our Board of Directors presently consists of seven directors — Messrs. Ho, Ma, Pitts, Binney, Mahathir, Sethi and Will. Two of our seven current directors, Messrs. Mahathir and Sethi meet the definition of independence as established by the American Stock Exchange and SEC rules.

Under Section 803(B)(2)(A) of the American Stock Exchange Company Guide (the “Company Guide”), we are required to have an audit committee of at least two independent members, as defined by the listing standards of the American Stock Exchange. During Fiscal 2008, our Audit Committee, which is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, was comprised of three

~~-3-~~

independent directors and presently is comprised of one independent director, Mr. Sethi. During Fiscal 2008 and through the date of his resignation on July 14, 2008, W. Michael Driscoll served as the Chairman, the “audit committee financial expert” and an independent director of the Audit Committee. During Fiscal 2008 and through the date of his resignation on July 28, 2008, Norbert R. Wirsching served as an independent director of the Audit Committee. During Fiscal 2008 and through December 13, 2007, Mr. Farnum served as an independent director of the Audit Committee. Mr. Sethi began to serve as an independent director of the Audit Committee on December 13, 2007. Since Mr. Driscoll’s resignation on July 14, 2008, our Board of Directors has not formally designated an “audit committee financial expert” to serve on our Audit Committee.

~~On July 29, 2008, we notified the American Stock Exchange that as a result of Mr. Wirsching’s resignation and the resulting vacancy~~material impact on the ~~Audit Committee,~~Company’s financial position, results of operations or cash flows.

In March 2008, the ~~Audit Committee consists~~FASB issued FAS 161, “Disclosures about Derivative Instruments and Hedging Activities” — an amendment of ~~one independent director,~~FASB Statement No. 133, “Accounting for Derivatives Instruments and not two independent directors as required by Section 803(B)(2) of the Company Guide. As a result, we are not in compliance with Section 803(B)(2) of the Company Guide. In accordance with Section 803(B)(6) of the Company Guide, we must regain compliance with the audit committee requirements set forth in the Section 803(B)(2) of the Company Guide by the earlier of our nextHedging Activities”. FAS 161 is effective for annual shareholder meeting and July 28, 2009; provided, however, that if the annual shareholder meeting occurs prior to October 11, 2008, we shall instead have until October 11, 2008 to regain compliance. Our Board of Directors is considering candidates who will qualify to serveperiods beginning after December 15, 2008. FAS 161 expands on ~~our Audit Committee.~~

The Audit Committee is empowered by the Board of Directors, among other things, to: (i) serve as an independent and objective party to monitor our financial reporting process, internal control system and disclosure control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) assume direct responsibility for the appointment, compensation, retention and oversight of the work of the outside auditors and for the resolution of disputes between the outside auditors and our management regarding financial reporting issues; and (iv) provide the opportunity for direct communication among the independent accountants, financial and senior management and the Board of Directors. A copy of our Audit Committee Charter is posted on our website: www.emersonradio.com on the Investor Relations page.

~~Codes of Ethics~~

We have adopted a Code of Ethics for Senior Financial Officers (“Code of Ethics”) that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller and Treasurer. This Code of Ethics was established with the intention of focusing Senior Financial Officers on areas of ethical risk, providing guidance to help them recognize and deal with ethical issues, providing mechanisms to report unethical conduct, fostering a culture of honesty and accountability, deterring wrongdoing and promoting fair and accurate disclosure and financial reporting.

We also have adopted a Code of Conduct for Officers, Directors and Employees of Emerson Radio Corp. and Its Subsidiaries (“Code of Conduct”). We prepared this Code of Conduct to help all officers, directors and employees understand and comply with our policies and procedures. Overall, the purpose of our Code of Conduct is to deter wrongdoing and promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us; (iii) compliance with applicable governmental laws, rules and regulations; (iv) prompt internal reporting of code violations to an appropriate person or persons identified in this Code of Conduct; and (v) accountability for adherence to the Code of Conduct.

~~The Code of Ethics and the Code of Conduct are posted on our website:www.emersonradio.com~~ on the Investor Relations page. If we make any substantive amendments to, or grant any waiver (including any implicit waiver) from a provision of the Code of Ethics or the Code of Conduct, and that relates to any element of the Code of Ethics definition enumerated in Item 406 (b) of Regulation S-K, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

~~-4-~~

~~Executive Officers~~

~~The following table sets forth certain information regarding the current executive officers of Emerson:~~

Year
Name Age Position Became Officer
Adrian Ma 63 Chief Executive Officer and Director 2006
Greenfield Pitts 58 Chief Financial Officer and Director 2007
John Spielberger 44 President-North American Operations 2007

~~Adrian Ma~~has served as our Chief Executive Officer since March 30, 2006 and served as our Chairman of the Board of Directors from March 30, 2006 through July 26, 2006. Mr. Ma continues to serve as a director. See Mr. Ma’s biographical information above.

~~Greenfield Pitts~~~~has served as our Chief Financial Officer since February 2007 and a director since March 2006. See Mr. Pitts’ biographical information above.~~

~~John Spielberger~~has served as our President-North American Operations since October 2007. From 1995 until 2007, Mr. Spielberger held a variety of positions with Sony BMG Music Entertainment Sales Co., an entertainment software sales and marketing distribution company. Mr. Spielberger held the positions of Senior Vice President—Business Operations and Customer Relations Management from 2004 until 2007, Senior Vice President—Finance and Administration from 2003 to 2004, Senior Vice President—Finance from 2000 until 2003 and Vice President—Finance from 1995 until 2000. Prior to his tenure with Sony BMG Music Entertainment Sales Co., Mr. Spielberger served as Senior Director—Finance and Administration of Columbia Records Group, a recording company, and held several positions with RCA Records Label, a music company. Mr. Spielberger holds a Bachelor of Science degree in Business Management and Marketing from Cornell University and a Masters of Business Administration from the University of Michigan.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors, officers, and stockholders who beneficially own more than 10% of any class of our equity securities registered pursuant to Section 12 of the Exchange Act, to file initial reports of ownership and reports of changes in ownership with respect to our equity securities with the Securities and Exchange Commission and the American Stock Exchange. All reporting persons are required to furnish us with copies of all reports that such reporting persons file with the Securities and Exchange Commission pursuant to Section 16(a) of the Exchange Act.

~~Based solely upon a review of Forms 3 and 4 and amendments to these forms furnished to the Company, all parties subject to~~ the reporting requirements of ~~Section 16(a) filed all such required reports during~~FAS 131. The Statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and ~~with respect~~accounting designation. This disclosure better conveys the purpose of derivative use in terms of the risks that the entity is intending to ~~Fiscal~~manage. The Company is currently evaluating the impact of this new Standard but believes that it will not have a material impact on the Company’s financial position, results of operations or cash flows.

In April 2008, ~~except~~the FASB issued FSPFAS 142-3, “Determination of the Useful Life of Intangible Assets” (FSPFAS 142-3). FSPFAS 142-3 amends the factors that ~~Grande Holdings, Ltd.,~~should be considered in developing renewal or extension assumptions used to determine the useful life of a ~~beneficial owner~~recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” FSPFAS 142-3 is effective for our financial statements beginning in fiscal 2010, and interim periods within that fiscal year. The Company is currently evaluating the impact of ~~more than 10%~~this new Standard but believes that it will not have a material impact on the Company’s financial position, results of ~~our outstanding shares~~operations or cash flows.

In May 2008, FASB issued FAS No. 162, “The Hierarchy of ~~our common stock, filed a Form 4 with respect to one transaction pursuant to which it purchased shares of our common stock four business~~Generally Accepted Accounting Principles”. Effective 60 days following the ~~date such Form 4 was due,~~SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. This Statement identifies the sources of accounting principles and ~~Mr. Wirsching filed~~the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). The Company is currently evaluating the impact of this new Standard but believes that it will not have a ~~Form 4~~material impact on the Company’s financial position, results of operations or cash flows.

In June 2008, the FASB issued FSP Emerging Issues Task Force (EITF)03-06-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (FSPEITF 03-06-1), which clarifies that unvested share-based payment awards with ~~respect~~a right to ~~three transactions pursuant~~receive non-forfeitable dividends are participating securities and provides guidance on how to ~~which he purchased shares~~allocate earnings to participating securities to allow computation of ~~our common stock two business days following~~basic earnings per share using the ~~date such Form 4 was due.~~two-class method. The Company is currently evaluating the impact of this new Standard but believes that it will not have a material impact on the Company’s financial position, results of operations or cash flows.

~~-5-~~
39

~~ITEM 11 — EXECUTIVE COMPENSATION~~EMERSON RADIO CORP. AND ~~OTHER INFORMATION~~SUBSIDIARIES

This discussion presents the principles underlying our executive officer compensation program. Our goal in this discussion is to provide the reasons why we award compensation as we do and to place in perspective the data presented in the tables that follow this discussion. The focus is primarily on compensation of our executive officers for Fiscal 2008, but some historical and forward-looking information is also provided to put such year’s compensation information in context. The information presented herein relates to Adrian Ma, our Chief Executive Officer, Greenfield Pitts, our Chief Financial Officer, John Spielberger, our President

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — North American Operations, and our two other most highly compensated executive officers who served during Fiscal 2008, who are sometimes referred to herein as our “named executive officers”, although Mr. Ma did not receive any salary or other compensation from us in Fiscal 2008. Messrs. Raab and Will retired or resigned from their positions as executive officers of our company in August 2007 and December 2007, respectively.

~~Compensation Philosophy and Objectives~~(Continued)

~~We attempt to apply a consistent philosophy to compensation~~

In April 2009, the FASB issued FSPSFAS 157-4 “Determining Fair Value When the Volume and Level of Activity for ~~all employees, including senior management.~~the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.” This ~~philosophy is based on~~FSP provides additional guidance for estimating fair value in accordance with SFAS No. 157 when the ~~premises that our success is dependent upon the efforts of each employee and that a cooperative, team-oriented environment is an essential part of our culture.~~

~~Our compensation programs for our named executive officers are designed to achieve a variety of goals, including:~~

	•		~~attracting and retaining talented and experienced executives;~~

	•		~~motivating and rewarding executives whose knowledge, skills and performance are critical to our success;~~

	•		~~aligning the interests of our executives and stockholders by motivating executives to increase stockholder value in a sustained manner; and~~

	•		~~provide a competitive compensation package which rewards achievement of our goals.~~

~~Elements of Executive Officer Compensation~~

~~Overview~~~~. Total compensation paid to our named executive officers is influenced significantly by the need to attract and retain management employees with a high~~volume or level of ~~expertise~~activity in a market for an asset or liability has decreased significantly. This FSP also provides additional guidance on identifying circumstances that indicate a transaction is not orderly (i.e., a forced liquidation or distressed sale). The Company is currently evaluating the impact of this new Standard.

In April 2009, the FASB issued FSPSFAS 115-2 and SFAS to ~~motivate~~sell a debt security and ~~retain key executives for our long-term success. Some of the components of compensation, such as salary, are generally fixed and do~~it is more likely than not vary based on our financial and other performance. Some components, such as bonus, stock options and stock award grants, if any, are discretionary and are dependent upon the achievement of certain goals jointly agreed upon by our management and our Board of Directors. Furthermore, the value of certain of these components, such as stock options and stock awards, is dependent upon our future stock price. Our Board of Directors has indicated that it currently does not intend to grant new stock awards to our executive officer and employees. However, the Board of Directors does intend to grant stock awards to non-employee directors and may in the future change its current policy with respect to stock awards to executive officers and employees.

We compensate our named executive officers in these different ways in order to achieve different goals. Cash compensation, for example, provides executive officers a minimum base salary. Incentive bonus compensation is generally linked to the achievement of financial and business goals, and is intended to reward executive officers for our overall performance in reaching annual goals that would be agreed to by management and the Board of Directors. Although we may utilize, stock options and grants of restricted stock in the future, we did not grant any stock options or restricted stock to our executive officers during Fiscal 2008. See “—Cash and Other Compensation.”

We view the three components of our named executive officer compensation as related but distinct. We do not believe that compensation derived from one component of compensation necessarily should negate or reduce compensation from other components. We determine the appropriate level for each compensation component based

~~-6-~~

in part, but not exclusively, on its historical practices with the individual and our view of individual performance and other information we deem relevant. Our Board of Directors has not engaged an outside consultant to assist the Board in the compensation process. Our management does review publicly available data with respect to executive compensation at peer group companies. The Board of Directors realizes that benchmarking our compensation against the compensation earned at comparable companies may not always be appropriate, but believes that engaging in a comparative analysis of compensation practices is useful. The Board of Directors has not adopted any formal policies or guidelines for allocating compensation between long-term and currently paid out compensation, between cash and non-cash compensation, or among different forms of compensation. We have not reviewed wealth and retirement accumulation as a result of employment with us, and have only focused on compensation for the year in question.

~~Base Salary~~. We pay our current named executive officers other than Mr. Ma a base salary, which we review and determine annually, and currently are considering paying Mr. Ma a base salary for the fiscal year ending March 31, 2009. We believe that a competitive base salary is a necessary element of any compensation program. We believe that attractive base salaries can motivate and reward executives for their overall performance. Base salaries are established in part based on the individual position, responsibility, experience, skills and expected contributions during the coming year of the executive and their performance during the prior year. We also have sought to align base compensation levels comparable to our competitors and other companies in similar stages of development. We do not view base salaries as primarily serving our objective of paying for performance, but in attracting and retaining the most qualified executives necessary to run our business.

~~Cash Incentive Bonuses.~~Consistent with our emphasis on pay-for-performance incentive compensation programs, our named executive officers are eligible to receive annual performance bonuses or discretionary bonuses that must be approved by our Board of Directors. The primary objective of our annual cash incentive bonuses is to motivate and reward our employees, including our named executive officers, for meeting our short-term objectives using a pay-for-performance program with objectively determinable performance goals. Our Corporate Governance, Nominating and Compensation Committee considered and slightly modified proposals for bonuses to be paid for Fiscal 2008 provided to it by our Chairman and Chief Executive Officer. We expect that bonuses to be paid for Fiscal 2008 will ~~be finalized and approved by our Board of Directors in the near future. We do~~ not have ~~a formal policy on~~to sell the ~~effect on bonuses~~security before recovery of ~~a subsequent restatement or~~its cost basis, then an entity may separate other-than temporary impairments into two components: 1) the amount related to credit losses (recorded in earnings) and 2) all other ~~adjustment to~~amounts (recorded in other comprehensive income). The Company is currently evaluating the ~~financial statements, other than the penalties provided by law.~~impact of this new Standard.

~~Equity Compensation~~. We review our equity compensation plans annually. Under our plans, employees are eligible for annual stock option and restricted stock award grants based on targeted levels and we have in the past granted stock options to our executive officers and employees. These options and grants are intended to produce value for each executive officer if (i) our stockholders derive significant sustained value; and (ii) the executive officer remains with us. We do not have any program, plan or obligation that requires us to grant equity compensation to any executive officer on specified dates. The authority to make equity grants to executive officers rests with the Board of Directors, although, as noted above, the Board of Directors does not currently intend to grant any new stock awards to our executive officers or employees. We did not grant any stock options or restricted stock awards during Fiscal 2008. See “—Cash and Other Compensation.”

~~Severance and Change-in-Control Benefits.~~Reclassifications

~~We do not provide~~

Certain reclassifications were made to ~~any~~conform the prior year’s financial statements to the current presentation, including changes to reflect the discontinued operations of ~~our named executive officers any severance or change in control benefits in~~ the ~~event of termination or retirement, whether following a change-in-control or otherwise.~~Company.

~~Employment Agreements.~~NOTE 2 — INVENTORIES:

~~During Fiscal 2008, we had employment agreements with certain of our named executive officers, each of which is described below.~~

Greenfield Pitts, our Chief Financial Officer, entered into an employment agreement with us on April 3, 2007, which provides that Mr. Pitts shall serve as our Chief Financial Officer through March 31, 2008. John Spielberger, our President-North American Operations, entered into an employment agreement with us on October 15, 2007, which provides that Mr. Spielberger shall serve as our President-North American Operations from

~~-7-~~

October 29, 2007 through October 31, 2008. During the initial term of each employment agreement, we have the right to terminate the agreement upon 90 days prior written notice, and the named executive officer has the right to terminate the agreement upon 30 days prior written notice. Each agreement provides for an annual base salary of $250,000 and a discretionary bonusInventories are stated at the ~~end~~lower of ~~our fiscal year as recommended by~~cost or market. Cost is determined using the ~~Board of Directors.~~

We were a party to a series of employment contracts, the last of which expired on August 31, 2007, with John J. Raab, our former Chief Operating Officer and Senior Executive Vice President. In addition, we were a party to an employment contract with Eduard Will, who served as our President — North American Operations from July 2006 until his resignation from such position in October 2007. Compensation paid to each of Messrs. Raab and Will during Fiscal 2008 and the fiscal year ended March 31, 2007 (“Fiscal 2007”) is set forth below in this Item 11.

~~Benefits~~~~. The named executive officers participate in all of our employee benefit plans, such as medical and 401(k) plan, on the same basis as our other employees.~~

~~Perquisites~~~~. Our use of perquisites as an element of compensation is very limited. We do not view perquisites as a significant element of our comprehensive compensation structure.~~

~~The Process~~

Employment terms, including compensation, typically have been proposed to the Board of Directors by our Chairman and our Chief Executive Officer, and then considered and approved by the Board of Directors. We expect that, the charter for our recently established Corporate Governance, Nominating and Compensation Committee will provide that employment terms, including compensation, will be proposed to such committee by our Chairman and our Chief Executive Officer, and then considered and recommended for approval by the Board of Directors. For decisions regarding the grant of bonuses to named executive officers (other than our Chairman and our Chief Executive Officer) for Fiscal 2008, the Corporate Governance, Nominating and Compensation Committee has considered the recommendations of our Chairman and our Chief Executive Officer and included them in their discussions.

~~Regulatory Considerations~~

We account for the equity compensation expense for our employees under the rules of SFAS 123(R), which requires us to estimate and record an expense for each award of equity compensation over the service period of the award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued.

~~Cash and Other Compensation~~

The following table, which should be read in conjunction with the explanations provided above, provides certain compensation information concerning our named executive officers for Fiscal 2008 and Fiscal 2007.

~~Summary Compensation Table~~

,

Non-equity
Incentive Plan All Other
Name and Fiscal Option Compensation Compensation
Principal Position Year Salary($) Awards($)⁽¹⁾ ($)⁽²⁾ ($)⁽³⁾ Total ($)
Adrian Ma (4) 2008 — — — — —
President and 2007 — — — — —
Chief Executive Officer

Greenfield Pitts (5) 2008 250,000 9,500 — 22,841 282,341
Chief Financial Officer 2007 19,231 3,430 — — 22,661

~~-8-~~

Non-equity
Incentive Plan All Other
Name and Fiscal Option Compensation Compensation
Principal Position Year Salary($) Awards($)⁽¹⁾ ($)⁽²⁾ ($)⁽³⁾ Total ($)
John Spielberger (6) 2008 105,769 — — 9,437 115,206
President -North 2007 — — — — —
American Operations and
Vice Chairman

Eduard Will (7) 2008 58,423 21,836 — 12,433 92,692
President -North 2007 182,692 16,944 37,500 4,704 241,840
American Operations and
Vice Chairman

John J. Raab (8) 2008 163,000 32,646 — 12,264 207,910
Senior Executive 2007 291,500 59,328 — 20,141 370,969
Vice President and
Chief Operating Officer


~~(1)~~		Represents the expense to us pursuant to FAS 123(R) for the respective year for stock options granted as long-term incentives pursuant to our 2004 Non-Employee Outside Director Stock Option Plan or our 2004 Employee Stock Option Plan. All options received by each of Messrs. Pitts and Will in the table above were received by such person as a non-employee director and prior to being named as an executive officer and after their resignation as an executive officer, if applicable. The amount of option expense shown in the Summary Compensation Table for these three individuals is also included in “Directors Compensation” on page 17. Immediately following the adoption by our stockholders of an amendment to our 2004 Non-Employee Outside Director Stock Option Plan to increase the number of shares available for issuance thereunder from 250,000 to 500,000 shares in November 2006, each of Messrs. Pitts and Will received an option to purchase up to 25,000 shares of our common stock, each of whom began to serve as a director at a time when he was not an employee of ours and no additional shares were available under such plan. See notes to our financial statements for the fiscal years ended March 31, 2008, 2007 and 2006 for the assumptions used for valuing the expense under FAS 123(R).

~~(2)~~		~~Represents bonus paid for such fiscal year.~~

~~(3)~~		~~The dollar amounts shown under the heading “All other compensation” represent the incremental cost of all perquisites and other personal benefits to our named executive officers.~~

~~(4)~~		~~Mr. Ma did not receive any salary or other compensation from us in Fiscal 2007 or Fiscal 2008.~~

~~(5)~~		~~Mr. Pitts commenced employment as our Chief Financial Officer on February 19, 2007.~~

~~(6)~~		~~Mr. Spielberger commenced employment as our President-North American Operations on October 29, 2007.~~

~~(7)~~		Mr. Will was appointed to serve as our President-North American Operations in July 2006. On March 30, 2007, Mr. Will’s annual base salary was increased to $300,000. Mr. Will resigned from his position as our President-North American Operations and was appointed as our non-executive Vice Chairman on October 29, 2007, at which time Mr. Spielberger became our President-North American Operations. On December 1, 2007, Mr. Will relinquished his duties and responsibilities as an executive officer.

~~(8)~~		~~Mr. Raab retired as our Vice President and Chief Operating Officer effective August 31, 2007.~~

~~-9-~~

~~Outstanding Equity Awards at Fiscal Year End~~

~~The following table provides certain information concerning outstanding equity awards held by each of our named executive officers at March 31, 2008.~~

~~Outstanding Equity Awards at Fiscal Year-End~~

Option Awards
Number of Number of
Securities Securities
Underlying Underlying
Unexercised Unexercised
Options (#) Options (#) Option Exercise Option Expiration
Name Exercisable Unexercisable Price ($) Date

Adrian Ma 0 0 — —
Greenfield Pitts 8,333 16,667 3.19 11/21/16
John Spielberger (1) 0 0 — —
Eduard Will (2) 16,667 8,333 3.07 1/31/16
8,333 16,667 3.19 11/21/16


~~(1)~~		~~Mr. Spielberger commenced employment as our President-North American Operations on October 29, 2007.~~

~~(2)~~		Mr. Will was appointed to serve as our President-North American Operations in July 2006 and resigned from that position on October 29, 2007. On December 1, 2007, Mr. Will relinquished all his duties and responsibilities as an executive officer; he currently is our non-executive Vice Chairman.

~~Compensation of Directors~~

During Fiscal 2008, our directors who were not employees (“Outside Directors”), specifically Messrs. Bünger and Farnum (until their departures in December 2007), Mr. Will (upon on his relinquishment of duties as an executive officer in December 2007) and Messrs. Driscoll, Mahathir, Peterson, Sethi and Wirsching were paid $33,750, $57,500, $15,000, $76,667, $13,125, $13,125, $16,042 and $71,667, respectively, for serving on the Board of Directors and on our various committees during the period. Outside Directors each is paid an annual director’s fee of $45,000. During Fiscal 2008, each of the members of the Audit Committee was paid an additional fee of $5,000 per annum until December 2007 and thereafter, an additional fee of $10,000 per annum. The Chairman of the Audit Committee is paid an additional fee of $5,000 per annum. All directors’ fees are paid in four equal quarterly installments per annum. Directors who are our employees were not paid for their services as a director while an employee during Fiscal 2008.

Additionally, each director, who is not an employee, is eligible to participate in our 2004 Non-Employee Outside Director Stock Option Plan. Our directors are reimbursed their expenses for attendance at meetings. Further, we offer to provide health care insurance to each of our directors who is not an employee. In addition, in connection with the expiration of Mr. Farnum’s term as a director as of the date of our 2007 Annual Meeting of Stockholders, we agreed to pay for Mr. Farnum’s medical benefits for a period of two years following the date of our 2007 Annual Meeting of Stockholders. We estimate that our annual cost of providing these benefits is approximately $12,000 per year, and during Fiscal 2008, the cost of such benefits to us was $2,812.

~~-10-~~

~~The following table provides certain information with respect to the compensation earned or paid to our Outside Directors during Fiscal 2008.~~

~~Directors Compensation~~

Fees
Earned All Other
or Paid in Compensation
Name Cash ($) Option Awards ($)⁽¹⁾ ($) Total ($)
Michael A.B. Binney (2) $ 0 $ 12,996 $ 0 $ 12,996
Eduard Will (3) $ 15,000 $ 21,836 $ 0 $ 36,836
Peter Bünger (4) $ 33,750 $ 5,423 $ 0 $ 39,173
Jerome Farnum (5)(6) $ 57,500 $ (15,046 ) $ 2,812 $ 45,266
W. Michael Driscoll (6)(7) $ 76,667 $ 19,000 $ 0 $ 95,667
Norbert Wirsching (6)(8) $ 71,667 $ 9,500 $ 0 $ 81,167
Mirzan Mahathir (9) $ 13,125 $ 0 $ 0 $ 13,125
Kareem E. Sethi (9) $ 16,042 $ 0 $ 0 $ 16,042
David R. Peterson (10) $ 13,125 $ 0 $ 0 $ 13,125


~~(1)~~		Represents the expense to us pursuant to FAS 123(R) for the respective year for stock options granted as long-term incentives pursuant to our 2004 Non-Employee Outside Director Stock Option Plan. See notes to our financial statements for the fiscal years ended March 31, 2008, 2007 and 2006 for the assumptions used for valuing the expense under FAS 123(R). At March 31, 2008, Messrs. Binney, Will, Pitts, Driscoll and Wirsching had options to purchase 25,000, 50,000, 25,000, 50,000 and 25,000, shares of our common stock, respectively.

~~(2)~~		Mr. Binney was appointed to serve as our Acting Group Controller in February 2007 and as our President-International Operations in July 2006. Mr. Binney did not receive any salary or other compensation from us in Fiscal 2007 or Fiscal 2008. Mr. Binney resigned from his positions in May 2008.

~~(3)~~		Mr. Will was appointed to serve as our President-North American Operations in July 2006. Mr. Will resigned from his position as our President-North American Operations and began to serve as our Vice Chairman on October 29, 2007. On December 1, 2007, Mr. Will relinquished his duties and responsibilities as an executive officer.

~~(4)~~		~~On October 25, 2007, Mr. Bünger resigned as a director, effective as of the date of our annual meeting of stockholders, December 13, 2007.~~

~~(5)~~		In connection with the expiration of Mr. Farnum’s term as a director as of the date of our 2007 Annual Meeting of Stockholders, we agreed to pay for Mr. Farnum’s medical benefits for a period of two years following the date of our 2007 Annual Meeting of Stockholders. We estimate that our annual cost of providing these benefits is approximately $12,000 per year. Our cost of providing these benefits during Fiscal 2008 was $2,812.

~~(6)~~		Includes fees of $20,000 paid to each of Messrs. Farnum, Driscoll and Wirsching for services through December 31, 2007 in connection with the Audit Committee’s independent review of certain related party transactions.

~~(7)~~		~~Mr. Driscoll resigned as a director on July 14, 2008.~~

~~(8)~~		~~Mr. Wirsching resigned as a director on July 28, 2008.~~

~~(9)~~		~~Each of Messrs. Mahathir and Sethi began to serve as a director on December 13, 2007.~~

~~(10)~~		~~Mr. Peterson began to serve as a director on December 13, 2007 and resigned from such position on July 15, 2008.~~

~~-11-~~

~~Compensation Committee Interlocks and Insider Participation~~

During Fiscal 2008, we did not have a compensation committee, and Christopher Ho, our Chairman, and Adrian Ma, our President and Chief Executive Officer, participated in deliberations of our Board of Directors concerning executive officer compensation. In April 2008, our Board of Directors established a Corporate Governance, Nominating and Compensation Committee, which presently is comprised of two directors, Adrian Ma and Kareem E. Sethi.

None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director or member of our Board of Directors during Fiscal 2008.

~~ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~

The following table sets forth, as of July 21, 2008, the beneficial ownership of (i) each current director; (ii) each nominee for director at our annual meeting; (iii) each of our named executive officers; (iv) our current directors and executive officers as a group; and (v) each stockholder known by us to own beneficially more than 5% of our outstanding shares of common stock. Common stock beneficially owned and percentage ownership as of July 21, 2008 were based on 27,129,832 shares outstanding. Except as otherwise noted, the address of each of the following beneficial owners is c/o Emerson Radio Corp., Nine Entin Road, Parsippany, New Jersey 07054.

Amount and Nature of
Name and Address of Beneficial Owners Beneficial Ownership (1) Percent of Class (1)
Christopher Ho (2) 15,634,482 57.6 %
Adrian Ma 0 0 %
Greenfield Pitts (3) 33,333 *
John Spielberger 0 0 %
Michael A. B. Binney (4) 16,667 *
Eduard Will (5) 25,000 *
John J. Raab (6) 0 *
Mirzan Mahathir 0 0 %
David R. Peterson 0 0 %
Kareem E. Sethi 0 0 %
Lloyd I. Miller, III (7) 1,584,381 5.8 %
Dimensional Fund Advisors LP (8) 1,388,214 5.1 %
All Directors and Executive Officers as a Group (9 persons) (9) 15,718,815 57.8 %


~~(*)~~		~~Less than one percent.~~

~~(1)~~		Based on 27,129,832 shares of common stock outstanding as of July 21, 2008. Each beneficial owner’s percentage ownership of common stock is determined by assuming that options that are held by such person (but not those held by any other person) and that are exercisable or convertible within 60 days of July 21, 2008 have been exercised. Except as otherwise indicated, the beneficial ownership table does not include common stock issuable upon exercise of outstanding options, which are not currently exercisable within 60 days of July 21, 2008. Except as otherwise indicated and based upon our review of information as filed with the U.S. Securities and Exchange Commission (“SEC”), we believe that the beneficial owners of the securities listed have sole investment and voting power with respect to such shares, subject to community property laws where applicable.

~~(2)~~		~~S&T International Distribution Ltd. (“S&T”) is the record owner of 15,634,482 shares of common stock (the “Shares”).~~first-in, first-out method. As the sole stockholder of S&T, Grande N.A.K.S. Ltd. (“N.A.K.S.”) may be deemed to own beneficially the Shares. As the sole stockholder of N.A.K.S., Grande Holdings may be deemed to own beneficially the Shares. Mr. Ho has a beneficial interest in approximately 67% of the capital stock of Grande Holdings. By virtue of such interest and his position with Grande Holdings, Mr. Ho may be deemed to have

~~-12-~~


		power to vote and power to dispose of the Shares beneficially held by Grande Holdings. Information with respect to the ownership of these shares was obtained from a Schedule 13D/A filed on November 5, 2007.

~~(3)~~		Mr. Pitts’ ownership consists of 25,000 shares of common stock directly owned by him and options to purchase 8,333 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of July 21, 2008. Mr. Pitts also has options to purchase 16,667 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of July 21, 2008.

~~(4)~~		Mr. Binney’s ownership consists of options to purchase 16,667 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of July 21, 2008. Mr. Binney also has options to purchase 8,333 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of July 21, 2008.

~~(5)~~		Mr. Will’s ownership consists of options to purchase 25,000 shares of our common stock pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of July 21, 2008. Mr. Will also has options to purchase 25,000 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of July 21, 2008. Mr. Will resigned from his position as our President-North American Operations and began to serve as our Vice Chairman, effective as of October 29, 2007. On December 1, 2007, Mr. Will relinquished his duties and responsibilities as an executive officer.

~~(6)~~		~~Mr. Raab resigned as our Senior Vice President and Chief Operating Officer, effective August 31, 2007.~~

~~(7)~~		Lloyd I. Miller, III has sole voting and dispositive power with respect to 638,445 of the reported securities as (i) a manager of a limited liability company that is the general partner of a certain limited partnership and (ii) an individual. Lloyd I. Miller, III has shared voting and dispositive power with respect to 945,936 of the reported securities as an investment advisor to the trustee of certain family trusts. The address of Lloyd Miller, III is 4550 Gordon Drive, Naples, Florida 34102. Information with respect to the ownership of these shares was obtained from a Schedule 13G filed with the SEC on June 24, 2008.

~~(8)~~		Dimensional Fund Advisors LP (formerly, Dimensional Fund Advisors Inc.), an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts. These investment companies, trusts and accounts are the “Funds.” In its role as investment advisor or manager, Dimensional Fund Advisors LP possesses investment and/or voting power over the securities that are owned by the Funds, and may be deemed to be the beneficial owner of the shares held by the Funds. However, all shares reported are owned by the Funds and Dimensional Fund Advisors LP disclaims beneficial ownership of such securities and the filing by Dimensional Fund Advisors LP. The address of Dimensional Fund Advisors LP is 1299 Ocean Avenue, Santa Monica, California 90401. Information with respect to the ownership of these shares was obtained from a Schedule 13G filed with the SEC on February 6, 2008.

~~(9)~~		~~See footnotes (2) through (5) and (7).~~

~~-13-~~

~~Equity Compensation Plan Information~~

The following table gives information about our common stock that may be issued upon the exercise of options and rights under our 1994 Stock Compensation Program, 1994 Non-Employee Director Stock Option Plan, Emerson Radio Corp. 2004 Employee Stock Incentive Plan and 2004 Non-Employee Outside Director Stock Option Plan and exercise of warrants, as of March 31, 2009 and 2008, ~~(the “Plans”). The 1994 Plans expired in July 2004 and~~inventories of continuing operations consisted of the ~~remaining Plans are the only equity compensation plans in existence as of March 31, 2008.~~following:

Number of securities to be Weighted average exercise Number of securities
issued upon exercise of price of outstanding remaining available for
outstanding options, options, warrants and future issuance under
warrants and rights rights equity compensation plans
(a) (b) (c)
Equity compensation plans approved by security holders 212,334 $ 3.03 2,800,000

Equity compensation plans not approved by security holders 100,000 4.00 —

Total
312,334 $ 3.34 2,800,000


	March 31, 2009			March 31, 2008
	(In thousands)

Finished goods	$	24,205		$	28,597
Less inventory allowances		(3,514	)		(3,876	)

	$	20,691		$	24,721

~~ITEM 13~~NOTE 3 — ~~CERTAIN RELATIONSHIPS AND~~ RELATED PARTY TRANSACTIONS ~~AND DIRECTOR INDEPENDENCE~~

From time to time, ~~we engage~~Emerson engages in business transactions with ~~our~~its controlling shareholder, The Grande Holdings Limited and its subsidiaries (“Grande”). ~~As of July 21, 2008, Grande beneficially owned approximately 57.6% of our outstanding common stock. Mr. Ho, our Chairman of the Board, also serves as Chairman of the Grande Holdings Limited.~~ Set forth below is a summary of such transactions. ~~As of July 15, 2008, substantially all monies then currently due to us from Grande have been paid in full.~~

Majority Shareholder

Grande’s ~~Purchase of Controlling~~Ownership Interest in ~~Emerson~~Emerson.~~. On December 5, 2005, Grande purchased~~ At March 31, 2009, approximately ~~37% (10,000,000 shares)~~57.6% of ~~our~~the Company’s outstanding common stock from our former Chairman and Chief Executive Officer, Geoffrey P. Jurick. Since its initial purchase, Grande has increased its ownership of our common stock through open market and private purchases, including the purchase on September 21, 2007, from a former holder of more than five percent of our common stock of 1,853,882 shares. Grande beneficiallywas owned ~~approximately 57.6% of our common stock on July 15, 2008.~~

~~License Agreement for Scott Brands~~. In April 2008, we terminated our agreement with a consumer electronics distributor, APH (the “Licensee”), pursuant to which, among other things, we had agreed to grant the Licensee a license to distribute and sell LCD televisions in North America under our “H.H. Scott” brand name. The Licensee also had a distributor relationship with Grande. We were paid royalties of $0 in Fiscal 2008 and $110,000 in Fiscal 2007 as a result of sales of LCD televisions bearing the H.H. Scott name.

~~Unsecured Financial Assistance to Grande~~. During the third quarter of Fiscal 2007, we provided unsecured financial assistance in the form of letters of credit and loans which aggregated approximately $22.0 million at December 31, 2006 to Capetronic Display Limited (“Capetronic”), Nakamichi Corporation (“Nakamichi”), Akai Electric (China) Co. Ltd. (“Akai”), and Sansui Electric (China) Co. (“Sansui”), each of which is a wholly-owned subsidiary of Grande. In reviewing the documentation for certain of the letters of credit referred to above, we determined that some of the parts for which letters of credit were opened were to be used for the manufacture of 27” and 42” television sets to be sold to the Licensee by ~~Akai. We had no~~ direct or indirect ~~interest in such sales, and Capetronic paid Emerson $57,000 as a fee for facilitating these transactions.~~

On February 21, 2007, Capetronic, Nakamichi, Akai, and Sansui (collectively, the “Borrowers”), each of which is a wholly-owned subsidiary of Grande, jointly and severally, issued a promissory note (the “Note”) in favor

~~-14-~~

~~of us in the principal amount of $23,501,514. The principal amount~~subsidiaries of the ~~Note represented the outstanding amount owed to us as of February 21, 2007, as~~Grande Group Limited, a result of certain related party transactions entered into between us and the Borrowers described above, including interest that had accrued from the date of such related party transactions until the date of the Note. Simultaneously with the execution of the Note, Grande executed a guaranty (the “Guaranty”) in favor of us pursuant to which Grande guaranteed payment of all of the obligations of the Borrowers under the Note in accordance with the terms thereof. All installments due under the Note, together with interest at the rate of 8.25% per annum, were paid on their respective due dates and the note was paid in full on June 3, 2007. In February 2008, Emerson accepted a debit note from Capetronic for $4,604 resulting from a previous overpayment of the note. By June 3, 2007, all amounts due under the note were repaid. In February 2008, we accepted a debit note from Capetronic for $4,604 resulting from a previous overpayment of the note.Singapore corporation.

In addition, on August 14, 2007, Capetronic reimbursed Emerson for the $125,000 fee which it was required to pay to its lender in order to receive from its lender a waiver of the defaults under its credit agreement attributable to the transactions described in the preceding paragraphs.

Related Party Transactions

Product Sourcing ~~Transactions~~Transactions.. Since August 2006, ~~we have~~Emerson has been providing to Sansui Sales PTE Ltd (“Sansui Sales”) and Akai Sales PTE Ltd (“Akai Sales”), both of which are subsidiaries of Grande, assistance with acquiring certain products for sale. ~~We issue~~Emerson issues purchase orders to third-party suppliers who manufacture these products, and ~~we issue~~Emerson issues sales invoices to Sansui Sales’ and Akai Sales’ at gross amounts for these products. Financing is provided by Sansui Sales’ and Akai Sales’ customers in the form of transfer letters of credit to the suppliers, and goods are shipped directly from the suppliers to Sansui Sales’ and Akai Sales’ customers. WeEmerson recorded income totaling ~~$102,000~~$10,000 and ~~$13,000~~$102,000 for providing this service in ~~Fiscal~~fiscal 2009 and 2008, respectively. As of March 31, 2009 and ~~the three months ended June 30, 3008. respectively.~~March 31, 2008, Sansui Sales and Akai Sales ~~paid their outstanding balances as of the end Fiscal 2008~~collectively owed Emerson $7,600 and $134,000, respectively, relating to ~~us in June 2008.~~this activity.

EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Sales of ~~goods~~goods.. In addition to the product sourcing transactions described in the preceding paragraph, ~~we have~~Emerson also has purchased products on behalf of Sansui Sales and Akai Sales from third-party suppliers and sold these goods to Sansui Sales and Akai Sales. These transactions, ~~are~~the latest of which occurred in February 2008, were similar to the transactions described in the preceding paragraph; however, instead of utilizing transfer letters of credit provided by Sansui Sales’ and Akai Sales’ customers, ~~we utilize our~~Emerson utilized its own cash to pay Sansui Sales’ and Akai Sales’ suppliers. ~~We invoice~~Emerson invoices Sansui Sales and Akai Sales an amount that is marked up between two and three percent from the cost of the product. As a result of this arrangement, Emerson recorded sales to ~~Akai and Sansui of $242,000 in Fiscal 2008.~~ Sansui Sales and Akai Sales, ~~paid their~~collectively, of $0 and $242,000 in fiscal 2009 and 2008, respectively. At March 31, 2009 and March 31, 2008, Sansui Sales and Akai Sales collectively owed Emerson $1,500 and $5,000 relating to these activities, respectively. Akai Sales deducted $9,600 for storage charges from its June 30, 2008 settlement payment to Emerson for this activity, which was deemed to be in error by Emerson, which resulted in an outstanding ~~balances~~balance owed to ~~us in June 2008.~~Emerson of $9,600 at March 31, 2009. At March 31, 2009 and March 31, 2008, Emerson had outstanding liabilities to suppliers of product invoiced to Sansui Sales and Akai Sales totaling $0 and $3,000, respectively.

Leases and Other Real Estate ~~Transactions~~Transactions.. Effective ~~January 1, 2006, we~~May 15, 2009, Emerson entered into aan amended lease ~~for office space in Hong Kong~~agreement with Grande ~~and an agreement for services in connection with this office~~pursuant to which the space ~~rental~~rented from Grande which was extended through December 31, 2008, and which will expire at that date unless terminated earlier by either party upon three months prior written notice of termination by either party. Under a new agreement commencing March 1, 2008, the office space rented was increased from ~~7,810~~18,476 square feet to ~~18,476~~19,484 square feet. This amended agreement by its terms expires on December 31, 2009. Rent expense and related service charges with Grande ~~was $119,000,~~totaled $414,000 and $270,000 for fiscal 2009 and ~~$206,000 for~~fiscal 2008, respectively. Rent and related service charges described in this activity are included in the ~~three months ended June 30,~~Consolidated Statements of Operations as a component of selling, general, and administrative expenses. Emerson owed Grande $41,600 and $0 related to this activity at March 31, 2009 and March 31, 2008, ~~Fiscal 2008 and Fiscal 2007,~~ respectively. ~~The amount~~A security deposit of ~~expense incurred with~~$81,900 on the leased property is held by Grande as of March 31, 2009. Emerson is also due a $11,500 refund from Grande for ~~all other services in connection with this office space rental was approximately $13,000, $106,000 and $56,000 for the three months ended June 30, 2008, Fiscal 2008 and Fiscal 2007.~~previously paid warehouse charges.

~~We utilize~~

Emerson utilizes the services of Grande employees for certain administrative and executive functions. Grande pays usEmerson’s quality assurance personnel in ~~RMB~~Renminbi in China on ~~our~~Emerson’s behalf for which weEmerson subsequently ~~pay~~pays a reimbursement to Grande. Payroll and travel expenses, including utilization of Grande employees as well as payroll and travel expenses paid on ~~our~~Emerson’s behalf and reimbursed to Grande, were $85,000 and $515,000 for fiscal 2009 and ~~$167,000 for Fiscal~~fiscal 2008, ~~and Fiscal 2007,~~ respectively. WeEmerson owed Grande ~~$98,000~~$0 at March 31, 2009 and $70,000 related to this activity at March 31, 2008.

In December 2008, Emerson signed a lease agreement with Akai Electric (China) Ltd. concerning the rental of office space, office equipment, and lab equipment for Emerson’s quality assurance personnel in Zhong Shan, China. The lease term began in July 2007 and ends June 2009, and the agreement renews automatically at the end of the term unless canceled by either party. Rent charges with Akai Electric (China) Ltd. totaled $264,000 for fiscal 2009. Emerson owed Grande $9,500 related to the agreement at March 31, 2009. A security deposit of $31,600 on the leased property is held by Akai Electric (China) Ltd. as of ~~June 30, 2008.~~March 31, 2009

From May to October 2007, weEmerson occupied office space in Shenzhen, China under a lease agreement with Akai AV Multimedia (Zhongshan) Co Ltd, an affiliate of Grande. Rent expense ~~was $79,000~~ and ~~other expenses in connection with this agreement were $29,000.~~related charges totaled $12,000 for the three months ended December 31, 2007 and $108,000 for the nine months ended December 31, 2007. The agreement was not ~~renewed.~~renewed after its termination in October 2007.

In May 2007 weEmerson paid ~~an initial~~a $10,000 commission to Vigers Hong Kong Ltd, ~~(“Vigers”),~~ a property agent and a subsidiary of Grande, related to the sale of a building owned by usEmerson to an unaffiliated buyer. Also, weEmerson received

~~-15-~~

a deposit of approximately $300,000 from the buyer on this date. The sale was concluded on September 27, ~~2007. An additional $10,000 commission was paid to Vigers by us~~2007, on ~~the closing~~which date ~~of the sale of the property. We~~Emerson received the balance of the purchase price of approximately $1,700,000 ~~on September 27, 2007, the closing date of the sale.~~and paid an additional $10,000 commission to Vigers.

Toy Musical ~~Instruments~~Instruments.. In May 2007, weEmerson entered into an agreement with Goldmen Electronic Co. Ltd. (“Goldmen”), pursuant to which wethe Company agreed to pay $1,682,220 in exchange for Goldmen’s

EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

manufacture and delivery to usEmerson of musical instruments in order for usit to meet ~~our~~its delivery requirements of these instruments in the first week of September 2007.

In July 2007, wethe Company learned that Goldmen had filed for bankruptcy and was unable to manufacture the ordered musical ~~instruments we had ordered.~~instruments. Promptly ~~after we learned~~thereafter, Capetronic Displays Limited (“Capetronic”), a subsidiary of ~~Goldmen’s bankruptcy, Capetronic~~Grande, agreed to manufacture the musical instruments at the same price and on substantially the same terms and ~~conditions, including the price, as Goldmen had agreed to manufacture them.~~conditions. Accordingly, on July 12, 2007, weEmerson paid Tomei Shoji Limited, an affiliate of Grande, $125,000 to acquire from Goldmen and deliver to Capetronic the molds and equipment necessary for Capetronic to manufacture the musical instruments. In July 2007, Emerson made two upfront payments to Capetronic totaling $546,000. On July 20, 2007, Capetronic advised usEmerson that it was unable to manufacture the musical instruments ~~for us~~ because it did not have the requisite governmental licenses to do so.

In June 2008, Capetronic repaid the $546,000 advance it received from usEmerson in July 2007.

In August 2008, Capetronic requested that Emerson reimburse it for the costs it had incurred to purchase the production materials required to produce the musical instruments. After a review of the facts, the material purchase orders, the physical material at the Capetronic premises, and deducting an agreed upon scrap value of the material, Emerson decided to honor the request and paid $313,000 to Capetronic on September 30, 2008. These materials are the property of Capetronic.

Capetronic is currently ~~physically possesses our~~in physical possession of Emerson’s molds originally required to produce the musical ~~instrument molds,~~instruments, which weEmerson wrote off in ~~Fiscal~~fiscal 2008.

Freight Forwarding ~~Services~~Services.. In June 2007, weEmerson and Capetronic signed an agreement for usEmerson to provide freight forwarding services to Capetronic. Under this agreement, wewhich contains no specified termination date, Emerson will pay the costs of importation into the United States of Capetronic’s inventory on Capetronic’s behalf, and to arrange for the inventory to be received at a port of entry, cleared through the United States Customs Service using ~~our~~Emerson’s regularly engaged broker, and transfer the inventory to a common carrier as arranged by Capetronic’s customer. If Capetronic’s customer failed to make such arrangements with a common carrier, weEmerson agreed to transfer the inventory to ~~our~~Emerson’s warehouse for storage or make other arrangements with a public warehouse. Following the transfer of Capetronic’s inventory, ~~we are~~Emerson is required to provide Next Day delivery of all importation documents and bills of lading to Capetronic’s customer. Capetronic agreed to reimburse usEmerson for all costs incurred by usEmerson in connection with the activity just described within thirty days of demand by ~~us,~~Emerson, after which interest accrues. As compensation, Capetronic agreed to pay usEmerson a service fee of 12% of the importation costs. WeEmerson billed Capetronic for the reimbursement of importation costs totaling $246,000 and a commission of ~~$29,000.~~$29,000 for the nine month period of December 31, 2007. Capetronic paid usEmerson the full amount due of $275,000 on November 14, 2007.

~~Other~~Hong Kong Electronics Fairs (“HKEF”).. Emerson incurred costs totaling $152,633 for its participation in the 2008 HKEF. The total includes $5,138 billed by Grande to Emerson for services rendered in connection with the event, and, as of March 31, 2009, Emerson owes Lafe Technology (Hong Kong) Ltd $4,396 for storage and delivery charges. In addition, Emerson has billed $33,823 to its affiliates for expenses incurred on their behalf for the 2008 HKEF; and as of March 31, 2009, $19,657 from Nakamichi Corporation Ltd, $8,222 from Akai Sales PTE Ltd, and $5,944 from Sansui Sales PTE Ltd is due to Emerson.

Between August and December 2007, weEmerson paid invoices and incurred charges for goods and services relating to the ~~Hong Kong Electronics Fair~~2007 HKEF of $153,069. Portions of these charges, totaling $87,353, have been allocated and invoiced to affiliates of Grande in proportion to their respective share of space occupied and services rendered during the ~~Electronics Fair~~2007 HKEF as follows: Nakamichi Corporation Ltd. $17,143, Akai Sales PTE Ltd $44,495 and Sansui Sales PTE Ltd $25,715. Akai Sales and Sansui Sales ~~paid us~~collectively owed Emerson $6,437 and $70,210 in connection with the ~~Hong Kong Electronics Fair in June 2008.~~2007 HKEF as of March 31, 2009 and March 31, 2008, respectively.

EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Also related to the 2006 and 2007 annual Hong Kong Electronics Fairs, Capetronic incurred charges and paid invoices on ~~our~~ behalf of Emerson in the amount of $76,000 for which Emerson reimbursed Capetronic $48,000 for the 2007 Hong Kong Electronics Fair in March 2008. WeEmerson paid ~~all~~Capetronic the remaining balance due of ~~our outstanding balances to Capetronics in June~~$28,000 for the 2006 Hong Kong Electronics Fair on September 30, 2008.

Other. In June 2007 weEmerson paid a one-time sales commission in ~~the~~an amount of $14,000 to ~~an Executive~~a Director of Grande ~~Holdings,~~ who, isat the time, was also ~~one~~a Director of ~~our directors.~~Emerson. The commission was 50% of the net margin on a sale by usEmerson to an unaffiliated customer.

In January and February 2008, ~~Grande transferred computer, office equipment, and furniture to us for which we paid $12,000, which represented the carrying amount of the assets on the books~~Emerson invoiced The GEL Engineering Corp. Ltd (“GEL”), an affiliate of Grande, atfor a portion of $7,900 travel expenses paid by Emerson, of which 70% pertained to travel for the ~~time~~benefit of ~~sale.~~GEL and 30% pertained to travel for Emerson. As of March 31, 2009 and March 31, 2008, GEL owed Emerson $5,500 as a result of this activity.

In June 2008, weEmerson paid Capetronic $160,000 for reimbursement of payroll and travel expenses that Capetronic paid on ~~our~~ behalf of Emerson from October 2007 through May ~~2008. Also included in the payment was a reimbursement~~2008 for expenses ~~Capetronic~~related to Emerson employees located in mainland China.

In September 2008, Akai Sales invoiced Emerson for travel expenses and courier fees which Akai Sales paid on ~~our behalf~~Emerson’s behalf. As of March 31, 2009 Emerson owed Akai Sales $2,700 as a result of this invoice.

In September 2008, the Emerson Board of Directors resolved that, effective as of April 1, 2008, the annual base salary of the Chief Executive Officer of the Company shall be $350,000, and, that because all members of the Board are to receive board fees according to a schedule approved by the Board, and because no such fees had been paid to the Chairman of the Board from July 2006 through March 31, 2008, the Chairman of the Board shall be paid compensation in full for his services for that period of time, to be calculated using the standard annual fee structure in place for board members then currently in effect. As a ~~trade show.~~result of these resolutions, in September 2008 the Company began paying the Chief Executive Officer the stated annual salary, made a one time retroactive salary payment to the Chief Executive Officer of $145,833 covering the period April 1, 2008 through August 31, 2008, and made a one time cash payment of $75,625 to the Chairman of the Board covering the period July 2006 through March 31, 2008.

In October 2008, the Emerson Board of Directors resolved that those remaining directors currently serving on the Board who, from the date of joining the Board, had received no compensation as either a Board member or as an employee of the Company, receive a cash payment covering such periods of time, to be calculated using the standard annual fee structure in place for board members then currently in effect. As a result of this resolution, in October 2008 the Company made onetime cash payments of $90,000 and $37,500 to two members of the Board of Directors.

In November 2008, Emerson determined that it needed to temporarily maintain access to a material amount of Renminbi to ensure an uninterrupted supply of factory product in mainland China, due to the tightening of the local credit and exchange markets. Emerson does not have independent access to Renminbi because it does not maintain a physical presence in Mainland China. Emerson advanced to Zhongshan Tomei Audio & Video Products Company Ltd. (Zhongshan Tomei) an amount of HK$20,705,300 — approximately US$2,655,000 — for which Zhongshan Tomei was prepared to disburse, as may be needed, an equivalent amount of Renminbi to Emerson’s factory suppliers upon Emerson’s direction. Once the need to transact in Renminbi passed,US$2,670,922 was repaid to Emerson by Soshin Onkyo International Ltd in December 2008, resulting in a foreign exchange gain to Emerson of $16,000 in December 2008. This transaction was executed without the proper approvals per the Company’s internal policies governing related party transactions and led management to conclude that a material weakness over related party transactions existed as of March 31, 2009. For further detail, see “Item 1A Risk Factors” and “Item 9A. Controls and Procedures — Evaluation of Disclosure Controls and Procedures.

In February 2009, Akai Sales invoiced Emerson for travel expenses which Akai Sales paid on Emerson’s behalf. As of March 31, 2009 Emerson owed Akai Sales $3,100 as a result of this invoice.

~~-16-~~
43

~~Review and Approval of Transactions with Related Parties~~EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


NOTE 4 —	PROPERTY, PLANT, AND EQUIPMENT:

As of March 31, 2009 and 2008, property, plant, and equipment from continuing operations is comprised of the following:


	2009			2008
	(In thousands)

Computer equipment & software		2,930			2,831
Furniture and fixtures		1,783			1,902
Machinery and equipment		737			1,503
Leasehold improvements		672			672

		6,122			6,908
Less accumulated depreciation and amortization		(4,983	)		(5,427	)

	$	1,139		$	1,481

Depreciation and amortization of property, plant, and equipment from continuing operations amounted to $668,000 and $702,000 for the years ended March 31, 2009 and 2008, respectively.

NOTE 5 — OTHER INTANGIBLE ASSETS

Other intangible assets as of March 31, 2009 and related amortization expense for the year then ended, consist of the amounts shown below (in thousands). Trademarks relate to costs incurred in connection with the licensing agreements for the use of certain trademarks and service marks in conjunction with the sale of our products. The cost of intangible assets and related accumulated amortization are removed from the Company’s accounts during the year in which they become fully amortized.

Weighted

Gross

Average

Carrying

Amortization

Accumulated

Amortization

Fiscal Year Ended March 31, 2009

Amount

Expense

Amortization

Period

(In thousands)

Amortizable Intangible Assets

Trademarks

361

106

15 years

Weighted

Gross

Average

Carrying

Amortization

Accumulated

Amortization

Fiscal Year Ended March 31, 2008

Amount

Expense

Amortization

Period

(In thousands)

Amortizable Intangible Assets

Trademarks

361

15 years

As of March 31, 2009, estimated amortization expense of other intangible assets for each of the next five years, and thereafter, is as follows (in thousands):


2010	$	24
2011		24
2012		24
2013		24
2014		24
Thereafter		135

	$	255

EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 6 — BORROWINGS:

Short-term Borrowings

At March 31, 2009 there were $5.7 million of short-term borrowings outstanding under a credit line maintained with Smith Barney. This facility is backed by the company’s auction rate securities, bears interest at the Fed Open Market Rate plus 1.10%, and these borrowings have no net carrying cost. At March 31, 2008, there were no short-term borrowings outstanding.

Long-term Borrowings

As of March 31, 2009 and 2008, long-term borrowings consisted of the following:


	2009		2008
	(In thousands)

Capitalized lease obligations and other	$	144	$	224

		144		224
Less current maturities		85		82

Long-term debt and notes payable	$	59	$	142

Emerson Credit Facility — On December 23, 2005, the Company entered into a $45.0 million Revolving Credit Agreement with Wachovia Bank. This credit facility provides for revolving loans subject to individual maximums which, in the aggregate, are not to exceed the lesser of $45.0 million or a “Borrowing Base” as defined in the loan agreement. The Borrowing Base amount is established by specified percentages of eligible accounts receivables and inventories and bears interest ranging from Prime plus 1.00% to 1.50% or, at the Company’s election, the London Interbank Offered Rate (“LIBOR”) plus 2.50% to 3.00% depending on excess availability. Pursuant to the loan agreement, the Company is restricted from, among other things, paying certain cash dividends, and entering into certain transactions without the lender’s prior consent and is subject to certain leverage financial covenants. Borrowings under the loan agreement are secured by substantially all of the Company’s tangible assets.

As of March 31, 2009 and March 31, 2008, there were $13.0 and approximately $10.8 million of letters of credit outstanding under this facility, respectively.

At March 31, 2009, as a result of failing to meet the fixed charge coverage ratio (FCCR) requirement, the Company was not in compliance with the covenants of the Wachovia Loan Agreement. The lender agreed to waive such defaults, and the Company and the lender negotiated an amendment in July 2009 to the loan and security agreement. The Company was required to pay $50,000 to the lender in connection with the amendment. The amendment raises the pricing on letters of credit by 2% and the unused line fee by 12.5 basis points.

As of March 31, 2009, the carrying value of this credit facility approximated fair value.

Maturities of long-term borrowings as of March 31, 2009, by fiscal year and in the aggregate are as follows (in thousands):


2010	$	85
2011		40
2012		19
Thereafter		—

Total		144
Less current portion		85

Total long term portion	$	59

EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 7 — INCOME TAXES:


	2009			2008
				(In thousands)

Current:
Federal	$	—		$	—
Foreign, state and other		53			321
Prior year state and local		—			2,656
Deferred:
Federal		(108	)		(1,486	)
Foreign, state and other		(35	)		(64	)

	$	(90	)	$	1,427

The Company files a consolidated federal return and certain state and local income tax returns.

The difference between the effective rate reflected in the provision for income taxes and the amounts determined by applying the statutory federal rate of 34% to earnings from continuing operations before minority interest and income taxes for the years ended March 31, 2009 and 2008 is analyzed below:


	2009			2008
	(In thousands)

Statutory benefit	$	(1,453	)	$	(2,602	)
Foreign subsidiary		1,197			977
State taxes		18			1,881
Permanent differences		—			26
Expiration of NOL		768			873
State tax expensed in a prior year		—			(748	)
Valuation allowance		(611	)		768
Other, net		(9	)		252

Total income tax (benefit)	$	(90	)	$	1,427

EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of March 31, 2009 and 2008, the significant components of the Company’s deferred tax assets and liabilities were as follows:


	2009			2008
	(In thousands)

Deferred tax assets:
Current:
Accounts receivable reserves	$	2,494		$	2,030
Inventory reserves		2,132			2,207
Accruals		542			1,009
Stock warrants		166			166
Non-current:
Property, plant, and equipment		308			249
Impairment of auction rate securities		828			781
Net operating loss carryforwards		5,584			5,587
Stock compensation		78			78

Gross deferred tax assets		12,132			12,107
Valuation allowances		(157	)		(768	)

Total deferred tax assets		11,975			11,339
Deferred tax liabilities:
Current:
Accruals		—			—
Non-current:
Capital lease expense		87			57

Total Deferred Tax Liabilities		87			57

Net deferred tax assets	$	11,888		$	11,282

The amounts of federal net operating loss carryforwards (“NOLs”) on which the related deferred tax asset was calculated are as follows as of March 31, 2009 (in millions $):


Loss Year (Fiscal)	Included in DTA	Footnote	Expiration Year (Fiscal)

1997	4.6	[1]	2012
1999	1.3	[1]	2019
2008	7.8	[1]	2028
2009	2.2	[1]	2029


[1]	As of August 29, 2006 the overall deduction Emerson may utilize each year against its taxable income is limited to $5.9 million by IRC section 382.

The amounts of state NOLs available by year as of March 31, 2009 are as follows (in millions $):


Loss Year (Fiscal)	Included in DTA	Expiration Year (Fiscal)

2008	2.7	2015
2009	2.1	2016

The tax benefits related to these operating loss carryforwards and future deductible temporary differences are recorded to the extent management believes it is more likely than not that such benefits will be realized.

EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Loss of foreign subsidiaries before taxes was $3,521,000 and $2,874,000 for the years ended March 31, 2009 and 2008 respectively.

No provision was made for U.S. or additional foreign taxes on undistributed earnings of foreign subsidiaries. Such earnings have been and will be reinvested but could become subject to additional tax if they were remitted as dividends, or were loaned to the Company or a domestic affiliate, or if the Company should sell its stock in the foreign subsidiaries. It is not practicable to determine the amount of additional tax, if any, that might be payable on undistributed foreign earnings.

In ~~February~~fiscal 2008, the Company resolved all of the outstanding disputes which its predecessor had relating to franchise taxes, interest and penalties due and owing to the State of California for the tax years through and including the date that such predecessor ceased doing business.

A reconciliation of the Company’s changes in uncertain tax positions from April 1, 2008 to March 31, 2009 is as follows:


	In 000’s

Total amount of unrecognized tax benefits as of April 1, 2008	$	149
Gross increases in unrecognized tax benefits as a result of tax positions taken during a prior period		—
Gross decreases in unrecognized tax benefits as a result of tax positions taken during a prior period		(28	)
Gross increases in unrecognized tax benefits as a result of tax positions taken during the current period		—
Gross decreases in unrecognized tax benefits as a result of tax positions taken during the current period		—
Decreases in unrecognized tax benefits relating to settlements with taxing authorities		—
Reductions to unrecognized tax benefits as a result of lapse of statute of limitations		—
Total amount of unrecognized tax benefits as of March 31, 2009	$	121

As of April 1, 2008, the Company had $149,000 of unrecognized tax benefits related to state taxes. All of the unrecognized tax benefits could impact our effective tax rate if recognized.

The effective tax rate on our loss from continuing operations before minority interest and income taxes for fiscal 2009 differs from the federal statutory rate primarily as a result of state income taxes, difference in tax rate between U.S. and foreign jurisdictions, and change in valuation allowance. The effective tax rate on our loss from continuing operations before minority interest and income taxes for fiscal 2008 differs from the federal statutory rate primarily as a result of the settlement made in relation to the California franchise tax issue which the Company’s predecessor had relating to franchise taxes, interest and penalties due and owing to the State of California for the tax years through and including the date that such predecessor ceased doing business.

The Company is subject to examination and assessment by tax authorities in numerous jurisdictions. A summary of the Company’s open tax years is as follows as of March 31, 2009:


Jurisdiction	Open Tax Years

U.S. federal		2005-2008
States		2005-2008

Based on the outcome of tax examinations or due to the expiration of statutes of limitations, it is reasonably possible that the unrecognized tax benefits related to uncertain tax positions taken in previously filed returns may be different from the liabilities that have been recorded for these unrecognized tax benefits. As a result, the Company may be subject to additional tax expense.

EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In May 2007, wethe FASB issued FASB Staff Position (“FSP”)FIN 48-1 Definition of a Settlement in FASB Interpretation No. 48 (FSPFIN 48-1). FSPFIN 48-1 provides guidance on how to determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. FSPFIN 48-1 is effective retroactively to April 1, 2007. The implementation of this standard did not have a material impact on our consolidated balance sheets or statements of operations.

NOTE 8 — COMMITMENTS AND CONTINGENCIES:

Leases and royalties:

The Company leases warehouse and office space and is contractually obligated to pay fixed minimum royalty payments for specified periods with annual commitments as follows (in thousands):


							Minimum
			Rental Commitments				Royalty
Fiscal Years	Amount		Affiliate		Non-Affiliate		Commitments

2010	$	2,424	$	279	$	1,758	$	387
2011		1,203		—		1,203		—
2012		424		—		424		—
2013		93		—		93		—
Thereafter		—		—		—		—

Total	$	4,144	$	279	$	3,478	$	387

Rent expense from continuing operations resulting from leases from non-affiliates, which includes month-to-month leases, aggregated $2,352,000 and $1,034,000, respectively, for fiscal 2009 and 2008. Rent expense resulting from a lease from an affiliate was $688,000 and $283,000 in fiscal 2009 and 2008, respectively.

Letters of Credit:

At March 31, 2009 and March 31, 2008 there were $13.0 million and $10.8 million of letters of credit outstanding under the Company’s Credit Facility, respectively (see Note 6 “Borrowings”). During the third quarter of fiscal 2008, the Company elected to cancel its foreign bank facilities. As a result, the $3.0 million in certificates of deposit pledged to these banks to assure the availability of the credit facilities was returned.

Capital Expenditure and Other Commitments:

As of March 31, 2009, there were no material capital expenditure commitments and no substantial commitments for purchase orders outside the normal purchase orders used to secure product. As of July 9, 2009, in advance of the termination of the lease on its corporate headquarters in December 2009, the Company intends to purchase an office building in New Jersey for use as its new headquarters location.

Employee Benefit Plan:

The Company currently sponsors a defined contribution 401(k) retirement plan which is subject to the provisions of the Employee Retirement Income Security Act. The Company matches a percentage of the participants’ contributions up to a specified amount. These contributions to the plan for fiscal 2009 and 2008 were $193,000 and $144,000, respectively, and were charged to operations for the periods presented.

NOTE 9 — STOCK BASED COMPENSATION:

In July 1994, the Company adopted a ~~policy that~~Stock Compensation Program (“Program”). The Program is comprised of four parts — the Incentive Stock Option Plan, the Supplemental Stock Option Plan, the Stock Appreciation

EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Rights Plan, and the Stock Bonus Plan. The maximum aggregate number of shares of common stock available pursuant to the Program was 2,000,000 shares.

In 2004, the Company adopted the 2004 Employee Stock Options Plan. The provisions for exercise price, term and vesting schedule are, for the most part, the same as the previous Incentive Stock Option Plan. The maximum aggregate number of shares of common stock available pursuant to the Program is 2,500,000 shares.

A summary of transactions during the last two years is as follows:


	Number of			Weighted Average
	Options			Exercise Price

Outstanding — April 1, 2007		357,334		$	3.04

Exercised		(20,000	)		2.62

Cancelled		(300,000	)		3.16

Outstanding — March 31, 2008		37,334		$	2.32

Cancelled		(3,334	)		1.00

Outstanding — March 31, 2009		34,000		$	2.45

Exercisable at March 31, 2009		34,000		$	2.45

The following table provides additional information as to the options outstanding under the Stock Compensation Program and the 2004 Employee Stock Option Plan as of March 31, 2009:


	Options Outstanding						Options Exercisable
			Weighted		Weighted
			Average		Average				Weighted
	Amount		Remaining		Exercise		Amount		Average
Range of Exercise Prices	Outstanding		Contractual Life		Price		Exercisable		Exercise Price

$1.00		9,000		1.3	$	1.00		9,000	$	1.00
$2.97		25,000		5.6		2.97		25,000		2.97

		34,000		4.4	$	2.45		34,000	$	2.45

Subject to the terms set forth in each option agreement, generally, the term of each option is ten years, except for incentive stock options issued to any person who owns more than 10% of the voting power of all ~~future affiliated transactions in excess~~classes of ~~$500,000~~capital stock, for which the term is five years. Unless otherwise provided, options may not be exercised during the first year after the date of the grant. Thereafter, each option becomes exercisable on a pro rata basis on each of the first through third anniversaries of the date of the grant. The exercise price of options granted must be ~~approved by a majority~~equal to or greater than the fair value of the ~~independent outside members~~shares on the date of ~~our~~the grant, except that the option price with respect to an option granted to any person who owns more than 10% of the voting power of all classes of capital stock shall not be less than 110% of the fair value of the shares on the date of the grant. As of March 31, 2009, there were a total of 34,000 options outstanding with exercise prices ranging from $1.00 per share to $2.97 per share. As of March 31, 2009, all of the options outstanding were fully vested. At March 31, 2009, 2008 and 2007, the weighted average exercise price of exercisable options under the Program was $2.45, $2.32 and $3.00, respectively.

In October 1994, the Company’s Board of Directors ~~who do not have an interest in~~adopted, and the ~~transactions. This policy~~stockholders subsequently approved, the 1994 Non-Employee Director Stock Option Plan. The maximum number of shares of Common Stock available under such plan was ~~adopted by resolution of our Board of Directors at a meeting of our~~300,000 shares.

In 2004, the Company’s Board of Directors, and wethe stockholders subsequently approved the 2004Non-Employee Director Stock Option Plan, the provisions for exercise price, term and vesting schedule being, for the most part, the same as the 1994 Non-Employee Director Stock Option Plan. The maximum number of shares of Common Stock available under such plan was 250,000 shares. In December 2006, an additional listing

EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

application was approved by the American Stock Exchange permitting the issuance of up to 500,000 shares pursuant to the 2004 plan.

A summary of transactions under the plan for the two years ended March 31, 2009 is as follows:


	Number of			Weighted Average
	Options			Exercise Price

Outstanding — April 1, 2007		275,000		$	3.15
Cancelled		(100,000	)		3.11

Outstanding — March 31, 2008		175,000		$	3.18

Cancelled		(75,000	)		3.19

Outstanding — March 31, 2009		100,000		$	3.17

Exercisable at March 31, 2009		83,334		$	3.17

The following table provides additional information as to the options outstanding under the Non-Employee Director Stock Option Plan as of March 31, 2009:


	Options Outstanding						Options Exercisable
			Weighted		Weighted
			Average		Average				Weighted
	Amount		Remaining		Exercise		Amount		Average
Range of Exercise Prices	Outstanding		Contractual Life		Price		Exercisable		Exercise Price

$3.07		25,000		6.8	$	3.07		25,000	$	3.07
$3.19		50,000		7.6		3.19		33,334		3.19
$3.23		25,000		6.7		3.23		25,000		3.23

		100,000		7.2	$	3.17		83,334	$	3.17

There were no options granted during the fiscal years ending March 31, 2008 or 2009. As of March 31, 2009, there were a total of 100,000 options outstanding with exercise prices ranging from $3.07 per share to $3.23 per share. As of March 31, 2009, 50,000 of the options outstanding were fully vested with 50,000 options vesting in November 2009. At both March 31, 2009 and 2008, the weighted average exercise price of exercisable options under the Non-Employee Director Stock Option Plan was $3.17.

NOTE 10 — SHAREHOLDERS’ EQUITY:

Common Shares:

Authorized common shares total 75,000,000 shares of common shares, par value $0.01 per share, of which, 27,129,832 were issued and outstanding as of March 31, 2009 and 2008. Shares held in treasury at March 31, 2009 and 2008 were 25,835,965.

Common Stock Repurchase Program:

In January 2000, September 2001 and September 2003, the Company’s Board authorized share repurchase programs for 5,000,000 shares, 1,000,000 shares, and 2,000,000 shares, respectively. No shares were repurchased in fiscal 2009 or fiscal 2008. As of March 31, 2009, 732,377 shares remain available for repurchase under the program established in September 2003.

Series A Preferred Stock:

The Company has issued and outstanding 3,677 shares of Series A Preferred Stock, (“Preferred Stock”) $.01 par value, with a face value of $3,677,000, which had no determinable market value as of March 31, 2009.

EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Effective March 31, 2002, the previously existing conversion feature of the Preferred Stock expired. The Series A convertible preferred stock is non-voting, has no dividend preferences and has not been convertible since March 31, 2002; however, it retains a liquidation preference.

Warrants:

On October 7, 2003, in connection with a consulting arrangement, the Company granted 50,000 warrants with an exercise price of $5.00 per share. These warrants were valued using the Black-Scholes option valuation model, which resulted in $90,500 being charged to earnings during fiscal 2004. As of March 31, 2009, these warrants had not been exercised.

On August 1, 2004, in connection with a consulting agreement, the Company granted 50,000 warrants with immediate vesting and an exercise price of $3.00 per share with an expiration date of August 2009. These warrants were valued using the Black-Scholes valuation model, which resulted in $88,500 being charged to earnings during the fiscal year ended March 31, 2005. As of March 31, 2009, these warrants had not been exercised.

NOTE 11 — FINANCIAL INSTRUMENTS:

In fiscal 2007, the Company entered into fixed period foreign exchange forward contracts (between the U.S. and Hong Kong dollar), based on economic and market conditions and solely for the purpose of speculative trading, not for the purpose of hedging other business opportunities. The contract terms were for fixed periods and at March 31, 2008, the Company’s foreign exchange forward contracts had expiration dates that ranged from one to two months, with notional amounts of $10 million.

At each balance sheet date, the Company accounts for its foreign exchange forward contracts as a current asset with corresponding realized or unrealized gains and losses included in the income statement. As such, realized gains of $330,267 and unrealized gains of $134,395 were recorded as non-operating income at March 31, 2008. At March 31, 2009, there were no foreign exchange forward contracts outstanding.

NOTE 12 — MARKETABLE SECURITIES:

As of March 31, 2008, the Company had $13.9 million face value invested in trading securities, consisting entirely of student loan auction rate securities (“SLARS”). These securities have long-term nominal maturities for which interest rates are reset through a Dutch auction process at pre-determined calendar intervals; a process which, prior to February 2008, had historically provided a liquid market for these securities. As a result of the continuing liquidity issues experienced in the global credit and capital markets, these SLARS have had multiple failed auctions. Based on an independent valuation and its internal analysis, the Company concluded at March 31, 2008, that these securities had experienced an other-than-temporary decline in fair value and recorded an impairment charge of $1.95 million in fiscal 2008. During fiscal 2009, the issuers of these SLARS redeemed $5.8 million for cash, and the Company recorded an additional impairment charge of $117,000. These SLARS have AAA/Aaa and AAA/Baa3 credit ratings as of March 31, 2009, and have been classified as long-term investments in the Company’s Consolidated Balance Sheet as a consequence of their uncertain liquidity. The net book value of these SLARS at March 31, 2009 and 2008, respectively was $6.0 million and $11.9 million.

EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 13 — NET EARNINGS PER SHARE:

The following table sets forth the computation of basic and diluted earnings per share for the years ended March 31, 2009 and March 31, 2008:


	2009			2008

Numerator:
Loss from continuing operations for basic and diluted earnings per share	$	(4,183	)	$	(8,963	)

Denominator:
Denominator for basic earnings per share — weighted average shares		27,130			27,126
Effect of dilutive securities on denominator:
Options and warrants		—			—

Denominator for diluted earnings per share — weighted average shares and assumed conversions		27,130			27,126

Loss from continuing operations
Basic and diluted loss per share	$	(.16	)	$	(.33	)

For the year ended March 31, 2008, 312,334 shares attributable to outstanding stock options and 100,000 shares attributable to outstanding stock warrants were excluded from the calculation of diluted earnings per share because the exercise price of the options and warrants exceeded the average price of the common shares, and therefore their inclusion would have been antidilutive. For the year ended March 31, 2009, 134,000 shares attributable to outstanding stock options and 100,000 shares attributable to outstanding stock warrants were excluded from the calculation of diluted earnings per share because the exercise price of the options and warrants exceeded the average price of the common shares, and therefore their inclusion would have been antidilutive.

NOTE 14 — LICENSE AGREEMENTS:

The Company is party to numerous license agreements that allow licensees to use its trademarks for the manufactureand/or the sale of consumer electronics and other products and are referred to as “outward licenses”. These license agreements (i) allow the licensee to use the Company’s trademarks for a specific product category, or for sale within specific geographic areas, or for sales to a specific customer base, or any combination of the above, or any other category that might be defined in the license agreement, (ii) may be subject to renewal at the initial expiration of the agreements and are governed by the laws of the United States and (iii) have expiration dates ranging through December 2011.

In addition to “outward licenses”, the Company enters into “inward licenses”, which allow the Company to use the name, trademark, logo or technology of third parties in the sale and distribution of products.

Effective January 2007, the Company entered into an inward license agreement with Mattel, Inc. to license the Barbie and Hot Wheels names, trademarks and logos. In March 2008, the Company entered into an amendment to this license agreement, adding the U.B. Funkeys names, trademarks and logos. Under the license agreement, the Company is producing and selling a line of Barbie^tm Real Electronics, Hot Wheels^tm and U.B. Funkeys^tm products. The license agreement expires in December 2009 and will not be renewed. The Company is subject to a final minimum royalty payment obligation of $387,000 at the expiration date of the license agreement.

Effective July 2005, the Company entered into an inward license agreement with Apple Computer Inc. The license, which automatically renews for successive one-year terms after June 2007 and is cancellable by either party, will remain in effect unless terminated in accordance with the terms of the agreement. The license allows us to develop and market products that are compatible with iPod^® portable audio and video devices. In addition, the

EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

license further provides the right to use the “made for iPod^®” logo on all of the Company’s packaging and promotional material.

Effective March 2003, the Company entered into an inward license agreement with MTV Networks to license the Nickelodeon name, trademark and logo, along with several of Nickelodeon’s trademarks and logos. The license agreement expired on March 31, 2007 and the Company had the right to sell off products using the Nickelodeon name through June 29, 2007. Additionally, the Company entered into a second contract with MTV Networks for additional Nickelodeon character trademarks and logos, along with expanded product categories. This license agreement also expired on March 31, 2007 and like the first agreement, the Company had the right to sell off products using the Nickelodeon name through June 29, 2007.

NOTE 15 — LEGAL PROCEEDINGS:

In re: Emerson Radio Shareholder Derivative Litigation. In late 2008, the plaintiffs in two previously filed derivative actions (the Berkowitz and Pinchuk actions) filed a consolidated amended complaint naming as defendants two current and one former director of the Company and alleging that the named defendants violated their fiduciary duties to the Company in connection with a number of related party transactions with affiliates of Grande Holdings, the Company’s controlling shareholder. In January 2009, the individual defendants filed an answer denying the material allegations of the complaint and the litigation currently ~~are updating~~is in the discovery stage. The recovery, if any, in this action will inure to the Company’s benefit.

Except for the litigation matters described above, the Company is not currently a party to any legal proceedings other than litigation matters, in most cases involving ordinary and routine claims incidental to our ~~written finance~~business. Management cannot estimate with certainty the Company’s ultimate legal and ~~accounting policy and procedure manual to, among other things, document such policy. Since the adoption of our policy~~financial liability with respect to ~~affiliated transactions~~such pending litigation matters. However, management believes, based on our examination of such matters, that the Company’s ultimate liability will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

NOTE 16 — BUSINESS SEGMENT INFORMATION AND MAJOR CUSTOMERS:

Continuing operations for the Company for the fiscal years ended March 31, 2009 and March 31, 2008 are summarized below by geographic area (in thousands):


	Year Ended March 31, 2009
	U.S.			Foreign			Consolidated

Net third party revenue	$	198,831		$	1,750		$	200,581

Loss before income taxes	$	(4,120	)	$	(153	)	$	(4,273	)

Identifiable assets	$	83,141		$	2,903		$	86,044


	Year Ended March 31, 2008
	U.S.			Foreign			Consolidated

Net third party revenue	$	218,784		$	4,017		$	222,801

Loss before income taxes	$	(7,262	)	$	(274	)	$	(7,536	)

Identifiable assets	$	83,237		$	4,692		$	87,929

At March 31, 2009 and March 31, 2008, respectively, foreign identifiable assets included amounts due from several wholly-owned subsidiaries of Grande in ~~February 2007,~~the aggregate amount of $192,000 and $765,000. See Note 3 “Related Party Transactions”. In addition to operating assets, at March 31, 2009 and March 31, 2008, respectively, there were ~~no affiliated transactions~~non-operating assets of $8,641,000 and $8,625,000 located in ~~excess~~foreign countries.

EMERSON RADIO CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company’s net sales to one customer aggregated approximately 46% and 35% of ~~$500,000 that required approval by~~net revenues for the years ended March 31, 2009 and 2008, respectively. The Company’s net sales to another customer aggregated 27% and 24% for the years ended March 31, 2009 and 2008, respectively. The trade accounts receivable balance for these two customers, net of specific reserves, approximated 46% and 8%, respectively, of consolidated trade accounts receivable as of March 31, 2009, and approximated 65% and 6%, respectively, of consolidated trade accounts receivable as of March 31, 2008. The Company has policies and procedures to limit its credit risk related to these and other customers.

NOTE 17 — DISCONTINUED OPERATIONS:

On April 16, 2009, the Company sold its 50% membership interest in Advanced Sound and Image LLC to ASI. On the same date, the Company also sold for $200,000 its right, title and interest in and to certain loan documentation relating to a ~~majority~~secured line of credit made available to ASI, under which approximately $1.2 million was due and payable to the Company as of April 16, 2009. As a result of this transaction, the Company has presented as discontinued operations, net of taxes, its share of the ~~independent outside members~~results of ~~our Board~~operations of ~~Directors under our policy other than~~ASI for the fiscal years ending March 31, 2009 and 2008, along with the approximately $1.0 million write-down loss it recorded in March 2009 on the April 2009 sale of its note receivable from ASI.

Discontinued operations, net of tax for the fiscal years ending March 31, 2009 and 2008, relating to this transaction ~~described above~~were $634,000 and $58,000, respectively.


Item 9.	*CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE*

None.


Item 9A.	*Controls and Procedures*

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as such term is defined inRules 13a-15(e) and 15d — 15(e) under the ~~subheading “Toy Musical Instruments, “ which was approved~~Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in ~~accordance with our policy.~~its Exchange Act reports are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons; by collusion of two or more people, or by management override of the control. Our controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.

As a result of its internal assessment, the Company’s management concluded that disclosure controls and procedures (as such term is defined inRules 13a-15(e) and15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report onForm 10-K, are not effective to reasonably ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, to ensure that such information is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

~~Director Independence~~Management’s Report on Internal Control over Financial Reporting

As of July 21, 2008, Grande Holdings beneficially owned an aggregate of 15,634,482 shares of our common stock, which represents approximately 57.6% of the shares of common stock currently outstanding. Accordingly, we are a “controlled company” (a “Controlled Company”),

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in ~~Section 801(a)~~Exchange ActRules 13a-15(f) and15d-15(f). Under the supervision and with the participation of management, including the Company’s principal executive officer and principal financial officer, management conducted an evaluation of the ~~Company Guide. Because we are a Controlled Company, we are exempt from the requirement that at least a majority~~effectiveness of the ~~directors~~Company’s internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under this framework, management concluded that the Company’s internal control over financial reporting and related party transactions was not effective. Management has identified the following material weaknesses as of March 31, 2009:

The company does not have adequate internal controls in place to ensure the accuracy of its financial statements. As a result, inadequate communication between departments and inadequate review over the financial statements caused the Company to misstate its results of operations for the three month periods ended June 30, 2008 and September 30, 2008, which will lead to the Company restating the results of those periods and issuing revised financial statements accordingly. Because the amounts to be restated in such quarters offset each other, the Company believes that its financial statements for the six months ended September 30, 2008 continue to fairly present the Company’s results of operations and financial condition for the period and as of that date and need not be restated as described in the “Management Discussion and Analysis of Financial Condition and Results of Operations — Restatement of Prior Interim Period Financial Statements” section of this Report.

The Company does not have adequate procedures in place to prevent related party transactions which give rise to potential conflicts of interest. As a result the Company entered into a transaction in which a subsidiary advanced funds to a related party without proper approval. The transaction was noted immediately as an unapproved transaction, and all the advanced funds were repaid to the Company on a timely basis.

This Annual Report onForm 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report onForm 10-K.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended March 31, 2009, there were no changes in the Company’s internal control that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company, its Audit Committee and its Board of Directors will be ~~“independent” as defined under the American Stock Exchange listing standards, (ii) the requirement~~working to ~~have the compensation of our executives determined by a compensation committee comprised solely of independent directors or by a majority of the board’s independent directors~~implement additional controls over financial reporting and ~~(iii) from the requirement to have director nominees selected by a nominating committee comprised entirely of independent directors or by a majority of the independent directors.~~

We currently have seven directors, Christopher Ho, Adrian Ma, Greenfield Pitts, Michael A.B. Binney, Mirzan Mahathir, Kareem E. Sethi and Eduard Will. Our Board of Directors has determined that each of that Messrs. Mahathir and Sethi are “independent” as defined under the American Stock Exchange listing standards. Our Board of Directors also determined that Peter G. Bünger, W. Michael Driscoll, Jerome H. Farnum and Norbert R. Wirsching, each of whom served as a member of our Board of Directors during Fiscal 2008, were “independent” as defined under the American Stock Exchange listing standards.

Under Section 803(B)(2)(A) of the Company Guide, we are required to have an audit committee of at least two independent members, as defined by the listing standards of the American Stock Exchange. Our Audit Committee, which is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, presently is comprised of one independent director, Mr. Sethi. During Fiscal 2008 and through the date of his resignation on July 14, 2008, W. Michael Driscoll served as the Chairman, the “audit committee financial expert” and an independent director of the Audit Committee. During Fiscal 2008 and through the date of his resignation on July 28, 2008, Norbert R. Wirsching served as an independent director of the Audit Committee. During Fiscal 2008 and through December 13, 2007, Mr. Farnum served as an independent director of the Audit Committee. Mr. Sethi began to serve as an independent director of the Audit Committee on December 13, 2007.

~~On July 29, 2008, we notified the American Stock Exchange that~~related party transactions as a result of ~~Mr. Wirsching’s resignation and~~ the ~~resulting vacancy~~material weaknesses in internal controls over these areas identified during management’s fiscal 2009 assessment.

PART III


Item 10.	*DIRECTORS AND EXECUTIVE OFFICERS*

The information required is incorporated herein by reference to Emerson’s definitive Proxy Statement, or an amendment to this Annual Report on the Audit Committee, the Audit Committee consists of one independent director, and not two independent directors as required by Section 803(B)(2) of the Company Guide. As a result, we are not in compliance with Section 803(B)(2) of the Company Guide. In accordance with Section 803(B)(6) of the Company Guide, we must regain complianceForm 10-K, to be filed with the ~~audit committee requirements set forth in~~Securities and Exchange Commission on or before July 29, 2009.


Item 11.	*EXECUTIVE COMPENSATION*

The information required is incorporated herein by reference to Emerson’s definitive Proxy Statement, or an amendment to this Annual Report onForm 10-K, to be filed with the ~~Section 803(B)(2) of~~Securities and Exchange Commission on or before July 29, 2009.


Item 12.	*SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS*

The information required is incorporated herein by reference to Emerson’s definitive Proxy Statement, or an amendment to this Annual Report onForm 10-K, to be filed with the ~~Company Guide~~Securities and Exchange Commission on or before July 29, 2009.


Item 13.	*CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS*

The information required is incorporated herein by reference to Emerson’s definitive Proxy Statement, or an amendment to this Annual Report onForm 10-K, to be filed with the ~~earlier of our next annual shareholder meeting~~Securities and Exchange Commission on or before July 28, 2009; provided, however, that if the annual shareholder meeting occurs prior to October 11, 2008, we shall instead have until October 11, 2008 to regain compliance. Our Board of Directors is considering candidates who will qualify to serve on our Audit Committee.29, 2009.

~~Under Sections 804~~


Item 14.	*PRINCIPAL ACCOUNTANT FEES AND SERVICES*

The information required is incorporated herein by reference to Emerson’s definitive Proxy Statement, or an amendment to this Annual Report onForm 10-K, to be filed with the Securities and ~~805 of the Company Guide, we are exempt from the requirement to have the compensation of our executives determined by a compensation committee comprised solely of independent directors~~Exchange Commission on or by a majority of the board’s independent directors and from the requirement to have director nominees selected by a nominating committee comprised entirely of independent directors or by a majority of the independent directors because we are a Controlled Company. During Fiscal 2008, our Board of Directors did not have a compensationbefore July 29, 2009.

~~-17-~~
57

committee or a nominating committee. In April 2008, our Board of Directors established a Corporate Governance, Nominating and Compensation Committee, which was to be comprised of three members, at least two of whom were to be “independent” as such term is defined in Section 803A of the Company Guide. On June 24, 2008, our Corporate Governance, Nominating and Compensation Committee was fully constituted with three directors, Messrs. Ma, Peterson and Sethi, two of whom the Board had determined were independent as such term is defined in Section 803A of the Company Guide. Since Mr. Peterson’s resignation on July 15, 2008, our Corporate Governance, Nominating and Compensation Committee has been comprised of two directors, Messrs. Ma and Sethi.

Our Board of Directors currently is considering the adoption of a charter of the Corporate Governance, Nominating and Compensation Committee. We expect that the charter, as finally adopted, will provide that the Corporate Governance, Nominating and Compensation Committee will be responsible for, among other things (i) the development and implementation of a set of corporate governance principles applicable to the Company; (ii) the determination of the slate of director nominees for election to the Company’s Board and recommendation to the Board individuals to fill vacancies occurring between annual meetings of shareholders; and (iii) the recommendation to the Board for compensation arrangements of the Company’s directors and executive officers.

~~ITEM 14 — PRINCIPAL ACCOUNTANT FEES AND SERVICES~~PART IV

In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Audit Committee’s charter, all audit and audit-related work and all non-audit work performed by our independent accountants, Moore Stephens, P.C., is approved in advance by the Audit Committee, including the proposed fees for such work. The Audit Committee is informed of each service actually rendered.

Ø		~~Audit Fees.~~Audit fees billed to us by Moore Stephens for the audit of the financial statements included in our Annual Reports on Form 10-K, and reviews by Moore Stephens P.C. of the financial statements included in our Quarterly Reports on Form 10-Q, for the fiscal years ended March 31, 2007 and 2008 totaled approximately $233,900 and $247,400, respectively.

ØItem 15.	*EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES*	~~Audit-Related Fees~~.We were billed $110,000 and $117,200 by Moore Stephens P.C. for the fiscal years ended March 31, 2007 and 2008, respectively, for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the caption~~Audit Fees~~above. Audit-related fees were principally related to procedures in connection with the audit of our parent company’s consolidated financial statement for its fiscal years ended December 31, 2006 and December 31, 2007, portions of which were credited to our audit fees for the audit of our financial statements for our fiscal years ended March 31, 2007 and March 31, 2008.

Ø		~~Tax Fees.~~Moore Stephens P.C. billed us an aggregate of $64,000 and $98,600, for the fiscal years ended March 31, 2007 and 2008, respectively, for tax services, principally related to the preparation of income tax returns and related consultation.

Ø		~~All Other Fees.~~~~We were not billed by Moore Stephens P.C. for the fiscal years ended March 31, 2007 and 2008, respectively, for any permitted non-audit services.~~

(a) List of Financial Statements, Financial Statement Schedules, and Exhibits.

~~Applicable law~~

1. Financial Statements. The following financial statements of Emerson Radio Corp. are included in Item 8 of Part II of this Annual Report onForm 10-K:

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Operations for the years ended March 31, 2009 and ~~regulations provide an exemption that permits certain services~~2008

Consolidated Balance Sheets as of March 31, 2009 and 2008

Consolidated Statements of Changes in Shareholders’ Equity for the years ended March 31, 2009 and 2008

Consolidated Statements of Cash Flows for the years ended March 31, 2009 and 2008

Notes to ~~be provided by our outside auditors even if~~Consolidated Financial Statements

2. Financial Statement Schedules.

Schedule II — Valuation and Qualifying Accounts and Reserves

All other financial statement schedules are omitted from this Annual Report onForm 10-K, as they are not ~~pre-approved. We have not relied~~required or applicable or the required information is included in the financial statements or notes thereto.

3. Exhibits. The following exhibits are filed with this Annual Report on ~~this exemption at any time since the Sarbanes-Oxley Act was enacted.~~Form 10-K or are incorporated herein by reference, as indicated.


Exhibit
Number

	3	.1	Certificate of Incorporation of Emerson (incorporated by reference to Exhibit (3) (a) of Emerson’s Registration Statement on Form S-1, Registration No. 33-53621, declared effective by the SEC on August 9, 1994).
	3	.4	Certificate of Designation for Series A Preferred Stock (incorporated by reference to Exhibit (3) (b) of Emerson’s Registration Statement on Form S-1, Registration No. 33-53621, declared effective by the SEC on August 9, 1994).
	3	.5	Amendment dated February 14, 1996 to the Certificate of Incorporation of Emerson (incorporated by reference to Exhibit (3) (a) of Emerson’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1995).
	3	.6	By-Laws of Emerson (incorporated by reference to Exhibit 3.1 of Emerson’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007).
	3	.7	Amendment dated November 28, 1995 to the By-Laws of Emerson adopted March 1994 (incorporated by reference to Exhibit (3) (b) of Emerson’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1995).
	10	.12	License Agreement effective as of January 1, 2001 by and between Funai Corporation and Emerson (incorporated by reference to Exhibit (10) (z) of Emerson’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000).
	10	.12.1	First Amendment to License Agreement dated February 19, 2002 by and between Funai Corporation and Emerson (incorporated by reference to Exhibit (10.12.1) of Emerson’s Annual Report on Form 10-K for the year ended March 31, 2002).
	10	.12.2	Second Amendment to License Agreement effective August 1, 2002 by and between Funai Corporation and Emerson (incorporated by reference to Exhibit (10.12.2) of Emerson’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2002).
	10	.12.3	Third Amendment to License Agreement effective February 18, 2004 by and between Funai Corporation and Emerson (incorporated by reference to Exhibit 10.12.3 of Emerson’s Annual Report on Form 10-K for the year ending March 31, 2004)

~~-18-~~
58

~~PART IV.~~

~~ITEM 15 — Exhibits, Financial Statement Schedules~~

~~(a)(3)~~

	~~31.1~~		~~Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

	~~31.2~~		~~Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~


Exhibit
Number

	10	.12.4	Fourth Amendment to License Agreement effective December 3, 2004 by and between Funai Corporation, Inc. and Emerson (incorporated by reference to Exhibit (10.12.4) of Emerson’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2004).
	10	.12.5	Fifth Amendment to License Agreement effective May 18, 2005 by and between Funai Corporation, Inc. and Emerson (incorporated by reference to Exhibit (10.12.5) of Emerson’s Annual Report on Form 10-K for the year ending March 31, 2005)
	10	.12.7	Seventh Amendment to License Agreement effective December 22, 2005 by and between Funai Corporation, Inc. and Emerson (incorporated by reference to Exhibit 10.1 of Emerson’s Current Report on Form 8-K filed on December 28, 2005)
	10	.13	Second Lease Modification dated as of May 15, 1998 between Hartz Mountain, Parsippany and Emerson (incorporated by reference to Exhibit (10) (v) of Emerson’s Annual Report on Form 10-K for the year ended April 3, 1998).
	10	.13.1	Third Lease Modification made the 26 day of October, 1998 between Hartz Mountain Parsippany and Emerson (incorporated by reference to Exhibit (10) (b) of Emerson’s Quarterly Report on Form 10-Q for the quarter ended October 2, 1998).
	10	.13.2	Fourth Lease Modification made the 12th day of February, 2003 between Hartz Mountain Parsippany and Emerson (incorporated by reference to Exhibit (10.13.2) of Emerson’s Annual Report on Form 10-K for the year ended March 31, 2003).
	10	.13.4	Fifth Lease Modification Agreement made the 2nd day of December, 2004 between Hartz Mountain Industries, Inc. and Emerson (incorporated by reference to Exhibit (10.13.3) of Emerson’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2004).
	10	.13.3	Lease Agreement dated as of October 8, 2004 between Sealy TA Texas, L.P., a Georgia limited partnership, and Emerson Radio Corp. (incorporated by reference to Exhibit (10.13.3) of Emerson’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
	10	.13.5	Lease Agreement (Single Tenant) between Ontario Warehouse I, Inc., a Florida corporation, as Landlord, and Emerson Radio Corp., a Delaware corporation, as Tenant, effective as of December 6, 2005 (incorporated by reference to Exhibit 10.1 to Emerson’s Current Report on Form 8-K filed on January 4, 2006).
	10	.13.6	Letter agreement, dated November 28, 2005, between Emerson Radio Corp. and The Grande Group (Hong Kong) Limited regarding lease of office space. (Incorporated by reference to Exhibit 10.13.6 to Emerson’s Annual Report on Form 10-K for the year ended March 31, 2006.)
	10	.13.7	Letter agreement, dated November 28, 2005, between Emerson Radio Corp. and The Grande Group (Hong Kong) Limited regarding management services for office space. (Incorporated by reference to Exhibit 10.13.7 to Emerson’s Annual Report on Form 10-K for the year ended March 31, 2006.)
	10	.18.1	Emerson Radio Corp. 2004 Employee Stock Incentive Plan (incorporated by reference to Exhibit 1 of Emerson’s 2004 Proxy Statement).
	10	.18.2	Emerson Radio Corp. 2004 Non-Employee Outside Director Stock Option Plan (incorporated by reference to Exhibit 2 of Emerson’s 2004 Proxy Statement).
	10	.25	Employment Agreement, dated as of April 3, 2007, by and between Emerson Radio Corp. and Greenfield Pitts (incorporated by reference to Exhibit 10.1 to Emerson’s Current Report on Form 8-K filed with the SEC on April 7, 2008).
	10	.26	Employment Agreement, dated as of October 15, 2007, by and between Emerson Radio Corp. and John Spielberger (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed with the SEC on July 11, 2008).
	10	.27.5	Loan and Security Agreement dated as of December 23, 2005, among Emerson Radio Corp., Emerson Radio Macao Commercial Offshore Limited, Majexco Imports, Inc., Emerson Radio (Hong Kong) Ltd., and Emerson Radio International Ltd. (as Borrowers) and Wachovia Bank, National Association (incorporated by reference to Exhibit 10.2 of Emerson’s Form 8-K dated December 28, 2005).
	10	.28.1	Form of Common Stock Warrant Agreement entered into on October 7, 2003 by and between Emerson Radio Corp. and Ladenburg Thalmann & Co., Inc. (incorporated by reference to Exhibit 10.28.1 of Emerson’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003).

~~-19-~~59


Exhibit
Number

	10	.28.2	Common Stock Purchase Warrant Agreement entered into on August 1, 2004 by and between Emerson Radio Corp. and EPOCH Financial Services, Inc. (incorporated by reference to Exhibit 10.28.2 of Emerson’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
	10	.28.3	Stock Purchase Agreement among Emerson Radio Corp., Collegiate Pacific Inc. and Emerson Radio (Hong Kong) Limited, dated July 1, 2005 (incorporated by reference to Exhibit 2.1 to Emerson’s Current Report on Form 8-K filed on July 8, 2005).
	14	.1	Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14.1 of Emerson’s Annual Report on Form 10-K for the year ended March 31, 2004).
	21	.1	Subsidiaries of the Company as of March 31, 2009.*
	23	.1	Consent of Independent Registered Public Accounting Firm — MSPC, Certified Public Accountants and Advisors, Professional Corporation*
	31	.1	Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
	31	.2	Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
	32		Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*


*		Filed herewith.

(b) Exhibits. The exhibits required by Item 601 ofRegulation S-K are filed herewith or incorporated by reference.

Schedule II — Valuation and Qualifying Accounts and Reserves

All other financial statement schedules are omitted from this Annual Report onForm 10-K, as they are not required or applicable or the required information is included in the financial statements or notes thereto.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this ~~Amendment No. 1 on Form 10-K/A to the Registrant’s Annual Report on Form 10-K~~report to be signed on its behalf by the undersigned, thereunto duly authorized.

EMERSON RADIO CORP.


	~~EMERSON RADIO CORP.~~
	By:	/s/ Adrian Ma
		~~Adrian Ma~~
		~~Chief Executive Officer~~

Adrian Ma

Chief Executive Officer

Dated: July ~~29, 2008~~14, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


	~~Chairman of the Board of the~~	~~July 29, 2008~~

~~Christopher Ho~~	~~Directors~~

~~/s/ Adrian Ma~~	~~Chief Executive Officer~~	~~July 29, 2008~~

~~Adrian Ma~~	~~(Principal Executive Officer)~~ ~~and Director~~

~~/s/ Greenfield Pitts~~	~~Chief Financial Officer~~	~~July 29, 2008~~

~~Greenfield Pitts~~	~~(Principal Financial and~~ ~~Accounting Officer), and~~ ~~Director~~

~~/s/ Michael A. B. Binney~~	~~Director~~	~~July 29, 2008~~

~~Michael A. B. Binney~~

/s/ ~~Kareem E. Sethi~~Christopher Ho Christopher Ho		~~Director~~Chairman of the Board of the Directors	July ~~29, 2008~~14, 2009

~~Kareem E. Sethi~~ /s/ Eduard Will Eduard Will		Vice Chairman of the Board of Directors	July 14, 2009

/s/ Adrian Ma Adrian Ma		Chief Executive Officer (Principal Executive Officer) and Director	July ~~29, 2008~~14, 2009

~~Eduard Will~~ /s/ Greenfield Pitts Greenfield Pitts		Chief Financial Officer (Principal Financial and Accounting Officer), and Director	July 14, 2009

/s/ Duncan Hon Duncan Hon		Director	July ~~29, 2008~~14, 2009

/s/ Mirzan Mahathir Mirzan Mahathir		Director	July 14, 2009

/s/ Kareem E. Sethi Kareem E. Sethi		Director	July 14, 2009

/s/ Terence A. Snellings Terence A. Snellings		Director	July 14, 2009

~~-20-~~
61


			Year First
			Became
Name	Age		Director		Principal Occupation or Employment

Christopher Ho		58		2006	Christopher Ho has served as our Chairman since July 2006. Mr. Ho is presently the Chairman of The Grande Holdings Ltd. (“Grande Holdings”), a Hong Kong based group of companies engaged in a number of businesses including the manufacture, sale and distribution of audio, video and other consumer electronics and video products. Grande Holdings beneficially holds approximately 57.6% of our outstanding common shares. Mr. Ho also currently serves as Chairman of Lafe Corporation Limited, a company listed on the Singapare Exchange, and a representative director of Sanusi Electric Co., Ltd., a company listed on the Tokyo Stock Exchange. Christopher Ho graduated with a Bachelor of Commerce degree from the University of Toronto in 1974. He is a member of the Canadian Institute of Chartered Accountants as well as a member of the Institute of Management Accountants of Canada. He also is a certified public accountant (Hong Kong) and a member of the Hong Kong Society of Accountants. He was a partner in international accounting firms before joining Grande Holdings and has extensive experience in corporate finance, international trade and manufacturing.

Adrian Ma (1)		63		2006	Adrian Ma, a director of the Company since March 30, 2006, has been our Chief Executive Officer since March 30, 2006 and also served as our Chairman from March 30, 2006 through July 26, 2006. In addition, Mr. Ma is a director of Grande Holdings. He has more than 30 years experience as an Executive Chairman, Executive Director and Managing Director of various organizations focused primarily in the consumer electronics industry. Mr. Ma also is Director of Lafe Technology Ltd., Vice Chairman and Managing Director of Ross Group Inc. and Deputy Chairman of Sansui Electric Co. Ltd.

Greenfield Pitts		58		2006	Greenfield Pitts has served as our Chief Financial Officer since February 2007 and a director since March 2006. Mr. Pitts has a 30-year background in international banking and was associated with Wachovia Bank, our present lender, for more than 25 years, with assignments in London, Atlanta and Hong Kong. From 1997 to 2006, he was in Hong Kong managing a joint venture between Wachovia and HSBC, later worked in Corporate Finance for Wachovia Securities.


			Year
Name	Age	Position	Became Officer
Adrian Ma	63	Chief Executive Officer and Director	2006
Greenfield Pitts	58	Chief Financial Officer and Director	2007
John Spielberger	44	President-North American Operations	2007


							Non-equity
							Incentive Plan		All Other
Name and	Fiscal				Option		Compensation		Compensation
Principal Position	Year		Salary($)		Awards($)⁽¹⁾		($)⁽²⁾		($)⁽³⁾		Total ($)
Adrian Ma (4)		2008		—		—		—		—		—
President and		2007		—		—		—		—		—
Chief Executive Officer

Greenfield Pitts (5)		2008		250,000		9,500		—		22,841		282,341
Chief Financial Officer		2007		19,231		3,430		—		—		22,661


	Option Awards
	Number of		Number of
	Securities		Securities
	Underlying		Underlying
	Unexercised		Unexercised
	Options (#)		Options (#)		Option Exercise		Option Expiration
Name	Exercisable		Unexercisable		Price ($)		Date

Adrian Ma		0		0		—		—
Greenfield Pitts		8,333		16,667		3.19		11/21/16
John Spielberger (1)		0		0		—		—
Eduard Will (2)		16,667		8,333		3.07		1/31/16
		8,333		16,667		3.19		11/21/16


	Fees
	Earned					All Other
	or Paid in					Compensation
Name	Cash ($)		Option Awards ($)⁽¹⁾			($)		Total ($)
Michael A.B. Binney (2)	$	0	$	12,996		$	0	$	12,996
Eduard Will (3)	$	15,000	$	21,836		$	0	$	36,836
Peter Bünger (4)	$	33,750	$	5,423		$	0	$	39,173
Jerome Farnum (5)(6)	$	57,500	$	(15,046	)	$	2,812	$	45,266
W. Michael Driscoll (6)(7)	$	76,667	$	19,000		$	0	$	95,667
Norbert Wirsching (6)(8)	$	71,667	$	9,500		$	0	$	81,167
Mirzan Mahathir (9)	$	13,125	$	0		$	0	$	13,125
Kareem E. Sethi (9)	$	16,042	$	0		$	0	$	16,042
David R. Peterson (10)	$	13,125	$	0		$	0	$	13,125


	Amount and Nature of
Name and Address of Beneficial Owners	Beneficial Ownership (1)		Percent of Class (1)
Christopher Ho (2)		15,634,482		57.6	%
Adrian Ma		0		0	%
Greenfield Pitts (3)		33,333			*
John Spielberger		0		0	%
Michael A. B. Binney (4)		16,667			*
Eduard Will (5)		25,000			*
John J. Raab (6)		0			*
Mirzan Mahathir		0		0	%
David R. Peterson		0		0	%
Kareem E. Sethi		0		0	%
Lloyd I. Miller, III (7)		1,584,381		5.8	%
Dimensional Fund Advisors LP (8)		1,388,214		5.1	%
All Directors and Executive Officers as a Group (9 persons) (9)		15,718,815		57.8	%