Edgar Filing: EMERSON RADIO CORP

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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FORM 10-K/A
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2006

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-07731

EMERSON RADIO CORP.
(Exact name of registrant as specified in its charter)

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

Nine Entin Road, Parsippany, NJ 07054
------------------------------- ----------------------
(Address of principal (Zip Code)
executive offices)

Registrant's telephone number, including area code: (973) 884-5800
----------------------

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

Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, par American Stock Exchange
value $.01 per share

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] YES [X] 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). [ ] YES [X] 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. [X] YES [ ] NO.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation 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 this Form 10-K or any amendment to this
Form 10-K. [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). [ ] YES [X] NO.

Aggregate market value of the voting and non-voting common equity of the
registrant held by non-affiliates of the registrant at July 3, 2006 (computed by
reference to the last reported sale price of the Common Stock on the American
Stock Exchange on such date): $47,080,793

Number of Common Shares outstanding at July 3, 2006: 27,064,832

DOCUMENTS INCORPORATED BY REFERENCE: None

The undersigned registrant hereby amends the following items of its
Annual Report on Form 10-K for the fiscal year ended March 31, 2006 (the
"10-K"):

PART III, Items 10 - 14 and PART IV, Item 15 of the 10-K are amended by
the inclusion of such items herein.

PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS

EXECUTIVE OFFICERS AND DIRECTORS

On July 26, 2006, the following changes were made to the management
team, the Board of Directors and committees of the Board of Directors of Emerson
Radio Corp. ("Emerson", "us" or "Company"):

o Christopher Ho was appointed Chairman of the Board of Emerson,
replacing Adrian Ma, who will continue to serve as the Chief
Executive Officer and a Director of Emerson;

o Geoffrey Jurick, the President and a Director of Emerson, confirmed
his resignation from such positions, and agreed to continue to
serve as a consultant to Emerson;

o Eduard Will, our former Audit Committee Chairman, was appointed as
the President-North American Operations of Emerson and will remain
a Director. As a result of this appointment, Mr. Will resigned from
his position as (i) the Chairman and a member of the Audit
Committee of the Board, including in his capacity as "audit
committee financial expert," as such term is defined by the
Securities and Exchange Commission ("SEC") and (ii) a member of the
Nominating Committee of the Board;

o Michael Binney was appointed as President-International Sales of
Emerson and will remain a Director;

o W. Michael Driscoll, a current Director of Emerson, was appointed
the Chairman of the Audit Committee and the "audit committee
financial expert," as such term is defined by the SEC;

o Greenfield Pitts, a current Director of Emerson, was appointed as a
member of the Audit Committee; and

o Norbert Wirsching was appointed as an independent Director of
Emerson.

The following table sets forth certain information regarding the
current executive officers and directors of Emerson Radio Corp. ("Emerson", "us"
or "Company"):

Name Age Position Fiscal Year Became Executive Officer/Director
---- --- -------- ---------------------------------------------

Christopher Ho 56 Chairman 2006
Adrian Ma 62 Chief Executive Officer and 2006
Director
Eduard Will 64 President - North American 2006
Operations and Director
Michael A.B. Binney 46 President - International 2005
Sales and Director
John J. Raab 70 Senior Executive Vice 1995
President and Chief
Operating Officer
John D. Florian 49 Deputy Chief Financial 2006
Officer, Controller and
Secretary
Peter G. Bunger (2)(3) 65 Director 1993
W. Michael Driscoll (1) 60 Director 2006
Jerome H. Farnum (1)(2)(3) 70 Director 1993
Greenfield Pitts (1) 56 Director 2006
Norbert R. Wirsching 69 Director 2006

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(1) Member of Audit Committee
(2) Member of Compensation and Personnel Committee
(3) Member of the Nominating Committee

CHRISTOPHER HO has served as our Chairman since July 2006. Mr. Ho is presently
the Chairman of The Grande Holdings Limited ("Grande"), 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 is currently the holder of approximately 48% of our outstanding
shares of common stock. 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 is also 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 and has
extensive experience in corporate finance, international trade and
manufacturing.

ADRIAN MA has served as our Chief Executive Officer since March 30, 2006 and
served as our Chairman from March 30, 2006 through July 26, 2006. Mr. Ma
continues to serve as a Director. Mr. Ma is presently a director of Grande. Mr.
Ma has served as a director of Grande since January 15, 1999 and 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 is also Director of Lafe Technology Ltd., Vice Chairman and
Managing Director of Ross Group Inc. and Deputy Chairman of Sansui Electronics
Co. Ltd.

EDUARD WILL has served as our President-North American Operations since July
2006 and a Director since January 2006. Prior to becoming President - North
American Operations, Mr. Will served as the Chairman of our Audit Committee from
January 2006 through July 2006. Mr. Will has more than 37 years as a merchant
banker, senior advisor and as a director of various public and private
companies. Presently, Mr. Will is serving on the Board of Directors or acting as
Senior Adviser to: Koolconnect Technologies Inc.; Wasatch Photonics Inc.; Ithaca
Technologies LLC; T & W Electronics Co.; Darby Overseas and Integrated Data
Corporation

MICHAEL A.B. BINNEY has served our President-International Sales since July 2006
and as a Director since December 2005. 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 is
currently also an Executive Director of The Grande Holdings Limited, a company
listed on the Stock Exchange of Hong Kong as well as several other public
companies in Malaysia, Japan, Singapore and the United Kingdom.

JOHN J. RAAB has served as Chief Operating Officer and Senior Executive Vice
President - International since May 2003, Executive Vice President -
International from June 2000 to May 2003, Senior Vice President - International
from October 1997 to June 2000 and Senior Vice President-Operations from October
1995 to October 1997.

JOHN D. FLORIAN has served as Deputy Chief Financial Officer since May 2006,
Controller since January 2005 and Secretary since July 2006. From October 2002
through August 2004, Mr. Florian held the position of US Controller at DSM
Nutritional Products, Inc., formerly Roche Vitamins Inc. and Hoffmann-LaRoche
("DSM"). From December 2000 through September 2002, he served as Director of
Financial Accounting of DSM and, prior to December 2000, Mr. Florian served as a
Financial Management Analyst at DSM. Mr. Florian attended William Paterson
College where he earned a BA in Accounting and is a member of the New Jersey
Society of Certified Public Accountants (NJSCPA).

PETER G. BUNGER has served as a Director since July 1992. Since 1990, Mr. Bunger
has been a consultant with Savarina AG, an entity engaged in the business of
portfolio management monitoring in Zurich, Switzerland; since October 1992, a
Director of Savarina AG; from December 1996 through July 2005, a director of
Sport Supply Group, Inc. ("SSG"); and, since 2002, an independent consultant for
Emerson's manufacturing efforts in Europe. See "Item 13 - Certain Relationships
and Related Transactions."

W. MICHAEL DRISCOLL has served as a Director since March 2006. Mr. Driscoll has
more than 36 years experience as a director and executive officer of various
public and private companies. Presently, Mr. Driscoll is CEO of Ithaca
Technologies, LLC and serves on the Boards of Directors of IPC Corporation Ltd.,
Singapore, and Music Gear Incorporated, USA. Mr. Driscoll has also served as the
Chairman of the Board of ThinSoft (Holdings) Ltd., Hong Kong and President and
Chief Executive Officer of Dazzle Multimedia Corporation, Smith Corona
Corporation, Austin Computer Systems, Inc. and Technology Applications, Ltd.,
Thailand.

JEROME H. FARNUM has served as a Director since July 1992. Since July 1994, Mr.
Farnum has been an independent consultant. For at least five years prior to July
1994, Mr. Farnum was a senior executive (in charge of legal and tax affairs,
accounting, asset and investment management, foreign exchange relations and
financial affairs) with several entities comprising the Fidenas group of
companies, whose activities encompassed merchant banking, investment banking,
investment management and corporate development.

GREENFIELD PITTS has served as 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. In the past nine years he was in Hong Kong managing a
joint venture between Wachovia and HSBC, then in Corporate Finance for Wachovia
Securities.

NORBERT R. WIRSCHING has served as a Director since July 2006. Mr. Wirsching is
a consumer electronics industry veteran of 45 years. He has managed
international public and private companies including; Director and CEO of
Capetronic Group Ltd. Global, Director and CEO of Polly Peck International PLC,
London, Director Sansui Electric Company Ltd., Tokyo, Director of BSR
International, Hong Kong/London and Chairman of BSR USA. Since retiring from the
Capetronic Group Ltd. in 1994, he serves as principal of N.R. Wirsching
Enterprise, a consulting firm focussing on international public and private
companies, as well as merger and acquisition services. He is involved in
numerous philanthropic organizations and currently serves as Trustee of Wooster
School, an independent private school in Connecticut.

BOARD OF DIRECTORS AND COMMITTEES

Our business is managed under the direction of our Board of Directors.
The Board of Directors meets periodically during our fiscal year to review
significant developments affecting Emerson and to act on matters requiring Board
of Director approval. The Board of Directors held 22 formal meetings during the
fiscal year ended March 31, 2006 ("Fiscal 2006") and also acted by unanimous
written consent. During Fiscal 2006, each member of the Board of Directors
participated in at least 75% of the aggregate of all meetings of the Board of
Directors and the aggregate of all meetings of committees on which such member
served, that were held during the period in which such director served during
Fiscal 2006. The functions of our Audit Committee, Compensation and Personnel
Committee and Nominating Committee and their current members are described
below. No member of any of the committees is an employee of Emerson.

Since the adoption of the Sarbanes-Oxley Act in July 2002, there has
been a growing public and regulatory focus on the independence of directors.
Requirements relating to independence are imposed by the Sarbanes-Oxley Act of
2002, the Securities and Exchange Commission and the American Stock Exchange
with respect to members of the Audit Committee and the Nominating Committee. The
Board of Directors has determined that during Fiscal 2006 Messrs. Bunger,
Driscoll, Farnum, Pitts and Will satisfied all such definitions of independence.
In addition, the Board of Directors has determined that Messrs. Bunger,
Driscoll, Farnum, Pitts and Wirsching currently satisfy all such definitions of
independence. The Board of Directors has determined that during Fiscal 2006,
Eduard Will constituted our "audit committee financial expert," as such term is
defined by the SEC. As a result of the appointment of Mr. Will as our President
in July 2006, the Board of Directors has determined that Mr. Driscoll
constitutes our "audit committee financial expert" as such term is defined by
the SEC.

Audit Committee. Our Audit Committee is presently comprised of Messrs.
Driscoll (Chairman), Farnum and Pitts. The Audit Committee is empowered by the
Board of Directors to, among other things: serve as an independent and objective
party to monitor our financial reporting process, internal control system and
disclosure control system; review and appraise the audit efforts of our
independent accountants; 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 provide the opportunity for direct
communication among the independent accountants, financial and senior
management, and the Board. During Fiscal 2006, the Audit Committee performed its
duties under a written charter approved by the Board of Directors, which was
filed as Annex A to our Proxy Statement for the fiscal year ended March 31,
2003, filed as of July 29, 2003, and formally met six times. The Audit Committee
Charter is posted on our website: www.emersonradio.com on the Investor Relations
page.

Compensation and Personnel Committee. Our Compensation and Personnel
Committee is presently comprised of Messrs. Bunger and Farnum. The Committee (i)
makes recommendations to the Board of Directors concerning remuneration
arrangements for senior executive management; (ii) administers our stock option
plans; and (iii) makes such reports and recommendations, from time to time, to
the Board of Directors upon such matters as the committee may deem appropriate
or as may be requested by the Board of Directors. During Fiscal 2006, the
Compensation and Personnel Committee formally met one time.

Nominating Committee. Our Nominating Committee is presently comprised
of Messrs. Bunger and Farnum. The Nominating Committee is empowered by the Board
of Directors to, among other functions: recommend to the Board of Directors
qualified individuals to serve on our Board of Directors and to identify the
manner in which the Nominating Committee evaluates nominees recommended for the
Board of Directors. Our Nominating Committee met two times during Fiscal 2006.
The Board has adopted a Nominating Committee charter to govern its Nominating
Committee, which was filed as an exhibit to our Proxy Statement for the fiscal
year ended March 31, 2004, filed as of July 20, 2004. The Nominating Committee
Charter is posted on our web site: 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 have also 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.

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 SEC pursuant to Section 16(a) of the
Exchange Act.

Based solely on our review of the copies of such forms received by us,
the following reports were not filed on a timely basis during Fiscal 2006:
Grande Holdings Ltd., a 10% holder of our common stock, filed a Form 4 on
February 27, 2006 reporting several purchases of common stock, beginning on
January 23, 2006; Jerome Farnum, a director of the Company, filed a Form 4 on
March 1, 2006, reporting sales of common stock beginning on February 24, 2006;
Eduard Will, a director of the Company, filed a Form 4 on March 10, 2006,
reporting a grant of options on March 7, 2006; W. Michael Driscoll, a director
of the Company, filed a Form 4 on March 10, 2006, reporting a grant of options
on March 7, 2006.

ITEM 11 - EXECUTIVE COMPENSATION AND OTHER INFORMATION

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth certain information regarding
compensation paid to our Chief Executive Officer and each of our other four most
highly compensated executive officers (based on salary and bonus earned during
Fiscal 2006) for services rendered in all capacities to us during the 2006, 2005
and 2004 fiscal years:

SUMMARY COMPENSATION TABLE
--------------------------

OTHER SECURITIES
ANNUAL UNDER- ALL
NAME AND PRINCIPAL FISCAL COMPEN- LYING OTHER COMPEN-
POSITION(S) YEAR SALARY BONUS SATION OPTIONS SATION (1)
---------------------------- ---- ------ ----- ------ ----------- -------------

GEOFFREY P. JURICK 2006 $715,000 $150,000 $ 80,000 200,000 ---
CHAIRMAN OF THE 2005 500,000 125,000 80,000 200,000 ---
BOARD, CHIEF 2004 500,000 --- 56,197 --- 3,186
EXECUTIVE OFFICER
AND PRESIDENT (2)(3)

ADRIAN MA 2006 0 --- --- --- ---
CHAIRMAN OF THE
BOARD AND CHIEF
EXECUTIVE OFFICER(4)

JOHN J. RAAB 2006 $337,560 --- --- 100,000 21,344
SENIOR EXECUTIVE VICE 2005 266,863 75,000 --- 100,000 20,402
PRESIDENT AND CHIEF 2004 272,560 --- --- --- 20,622
OPERATING OFFICER (3)

GUY A. PAGLINCO 2006 $231,853 $50,000 --- 50,000 21,554
VICE PRESIDENT, CHIEF 2005 153,204 --- --- --- 19,764
FINANCIAL OFFICER (5) 2004 123,890 12,500 --- --- 15,552

PATRICK MURRAY 2006 $412,511 --- --- --- 29,658
PRESIDENT - EMERSON 2005 368,757 --- --- --- 28,553
RADIO CONSUMER 2004 376,627 --- --- --- 28,796
PRODUCTS CORPORATION (6)

ELIZABETH J. CALIANESE 2006 $337,560 --- --- --- 29,004
SENIOR VICE PRESIDENT, 2005 213,491 47,500 --- 100,000 28,146
GENERAL COUNSEL AND 2004 218,047 --- --- --- 28,270
CORPORATE SECRETARY (3)(7)

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(1) All other compensation consists of Emerson's contribution to our 401(k)
employee savings plan, group health, life insurance, disability
insurance and auto allowances.

(2) Other annual compensation consists of temporary lodging expenses. In
addition to the amounts set forth in the table above, Mr. Jurick
received $37,500 from SSG for services he rendered to SSG during 2006,
and $152,000 in years 2005 and 2004 respectively. On March 30, 2006,
Mr. Jurick confirmed his resignation as our Chairman and Chief
Executive Officer and was replaced by Adrian Ma. Mr. Jurick resigned as
our President and a director in July 2006 and currently serves as a
consultant.

(3) In October 2004, Messrs. Jurick and Raab and Ms. Calianese were granted
stock options to purchase 200,000, 100,000 and 100,000 shares of common
stock, respectively, at an exercise price of $3.26, $2.96 and $2.96 per
share, respectively. In June 2005, Mr. Paglinco was granted stock
options to purchase 50,000 shares of common stock at an exercise price
of $2.62 per share. These options vest in equal installments over three
years, commencing one year from the date of grant, and their exercise
is contingent on continued employment with Emerson. See Footnotes (5)
and (7) below.

(4) Mr. Ma was appointed as our Chairman and Chief Executive Officer on
March 30, 2006 upon the resignation of Mr. Jurick. Mr. Ma was replaced
as our Chairman upon the appointment of Mr. Ho in July 2006. Mr. Ma did
not receive any salary or other compensation in Fiscal 2006 and has
elected not to receive any salary or other compensation for his
services as Chief Executive Officer during fiscal 2007.

(5) Mr. Paglinco resigned as our Vice President and Chief Financial Officer
effective April 14, 2006.

(6) Mr. Murray resigned as our President-Emerson Radio Consumer Products
Corporation effective May 19, 2006.

(7) Ms. Calianese resigned as our Senior Vice President, General Counsel
and Corporate Secretary effective December 16, 2005.

OPTION GRANTS DURING 2006 FISCAL YEAR

The following table provides certain information with respect to
options granted to our Chief Executive Officer and to each of the executive
officers named in the Summary Compensation Table during Fiscal 2006.

POTENTIAL REALIZABLE
VALUE AT ASSUMED
Number % of Total ANNUAL RATES OF STOCK
of Securities Options Granted Exercise PRICE APPRECIATION
INDIVIDUAL GRANTS Options to Employees Price Per Expiration FOR OPTION TERM (2)
----------------------------- -------------- ------------------- -------------- --------------- ------------ -----------
Name Underlying (1) In Fiscal 2005 Share Date 5% 10%
----------------------------- -------------- ------------------- -------------- --------------- ------------ -----------

Guy Paglinco (3) 50,000 100% $2.62 6/23/15 304,623 485,078

(1) The stock options were granted under the Emerson Radio Corp. 2004
Employee Stock Incentive Plan, and, unless otherwise designated at the
time of grant, are exercisable commencing one year after the grant date
in three equal annual installments, with full vesting occurring on the
third anniversary of the date of the grant.

(2) The dollar amounts under these columns are the result of calculations
at the assumed compounded market appreciation rates of 5% and 10% as
required by the SEC over a ten-year term and therefore, are not
intended to forecast possible future appreciation, if any, of the stock
price. The disclosure assumes the options will be held for the full
ten-year term prior to exercise. Such options may be exercised prior to
the end of such ten-year term. The actual value, if any, an executive
officer may realize will depend on the excess of the stock price over
the exercise price on the date the option is exercised. There can be no
assurance that the stock price will appreciate at the rates shown in
the table.

(3) Mr. Paglinco resigned as our Vice President and Chief Financial Officer
effective April 14, 2006.

OPTION EXERCISES DURING FISCAL 2006 AND FISCAL 2006 YEAR END VALUES

The following table provides information related to options exercised
during Fiscal 2006 and the number and value of options held at the end of Fiscal
2006 by our Chief Executive Officer and to each of the executive officers named
in the Summary Compensation Table. We do not have any outstanding stock
appreciation rights.

NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES AT FY-END AT FY-END
ACQUIRED VALUE (#) ($)(1)
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
-------------------------- ---------------- ----------- ------------------ ----------------------------

Geoffrey P. Jurick (2) 66,666/133,334 $32,000/$64,000
Adrian Ma (3) --- --- 0 0
John J. Raab --- --- 33,333/66,667 $26,000/$52,000
Guy A Paglinco (4) --- --- 0/50,000 $0/$56,000
Patrick Murray (5) --- --- --- ---
Elizabeth J. Calianese (6) --- --- --- ---

(1) Based on $3.74 per share, the closing price for our common stock as
reported by the American Stock Exchange on March 31, 2006. Value is
calculated on the basis of the difference between $3.74 and the option
exercise price of "in the money" options, multiplied by the number of
shares of our common stock underlying the option.

(2) On March 30, 2006, Mr. Jurick confirmed his resignation as our Chairman and
Chief Executive Officer and was replaced by Adrian Ma. Mr. Jurick resigned
as our President and a director in July 2006 and currently serves as a
consultant.

(3) Mr. Ma was appointed as our Chairman and Chief Executive Officer on March
30, 2006 upon the resignation of Mr. Jurick. Mr. Ma was replaced as our
Chairman upon the appointment of Mr. Ho in July 2006. Mr. Ma has not been
granted any options.

(4) Mr. Paglinco resigned as our Vice President and Chief Financial Officer
effective April 14, 2006.

(5) Mr. Murray resigned as our President-Emerson Radio Consumer Products
Corporation effective May 19, 2006.

(6) Ms. Calianese resigned as our Senior Vice President, General Counsel and
Corporate Secretary effective December 16, 2005.

CERTAIN EMPLOYMENT AND OTHER AGREEMENTS

Effective September 1, 2001, John J. Raab, Chief Operating Officer and
Senior Executive Vice President, entered into a three-year employment agreement
(the "Raab Employment Agreement") with us, providing for an annual compensation
of $250,000, which was increased to $257,500, effective April 1, 2002, and
$275,000, effective April 1, 2003. By letter agreement dated effective as of
September 1, 2004, the term of the Raab Employment Agreement was extended
through and including August 31, 2007 and his annual compensation was increased
to $286,000, effective April 1, 2005. In addition to his base salary, Mr. Raab
may also receive an additional annual performance bonus to be recommended by the
Compensation and Personnel Committee of our Board of Directors, subject to the
final approval of our Board of Directors. In the event that Mr. Raab were to be
terminated due to permanent disability, without cause or as a result of
constructive discharge, the estimated dollar amount to be paid after March 31,
2006, to such individual, based on the terms of his contract, would be $405,167.

Eduard Will, our President-North American Operations, entered into an
employment agreement (the "Will Employment Agreement") with us on July 27, 2006
that provides that Mr. Will shall serve as our President - North American
Operations through June 30, 2007. Following the initial term of the agreement
(June 30, 2007), we have the right to terminate the agreement upon 90 days prior
written notice and Mr. Will has the right to terminate the agreement upon 30
days prior written notice. In addition, during the initial term, Mr. Will has
the right to terminate the agreement upon 90 days prior written notice. The
agreement provides for annual compensation of $250,000. In addition to his base
salary, Mr. Will may also receive an additional annual performance bonus to be
recommended by the Compensation and Personnel Committee of our Board of
Directors, subject to the final approval of our Board of Directors.

On March 30, 2006, Mr. Jurick confirmed his resignation as our Chairman
and Chief Executive Officer. Mr. Jurick resigned as our President and a director
in July 2006. Mr. Jurick is currently serving as a consultant to us. Pursuant to
the terms of the non-written agreement, Mr. Jurick is entitled to receive
$350,000 per year for providing consulting services to us. The agreement with
Mr. Jurick is terminable by either party upon 30 days prior written notice.

Pursuant to the terms of an agreement dated March 23, 2006 between us
and Guy A. Paglinco, our former Chief Financial Officer (the "Paglinco
Agreement") who resigned in April 2006, we paid Mr. Paglinco (a) his base salary
earned but unpaid through April 14, 2006, (b) reimbursement for unused sick days
and vacation days through April 14, 2006 and (c) any amounts vested under any
Company compensation plan or program. In addition, we entered into a one year
consulting agreement with Mr. Paglinco pursuant to which Mr. Paglinco will
provide consulting services to us and we, in consideration therefor, will pay to
him in installments an amount equal to $182,000 and reimburse him for certain
healthcare continuation payments. In addition, all stock options granted to Mr.
Paglinco under the 2004 Employee Stock Incentive Plan automatically vested.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Geoffrey P. Jurick serves as Chairman of the Board, Chief Executive
Officer and President of Emerson and participated in deliberations concerning
Emerson senior executive officer compensation. Until July 1, 2005, Mr. Jurick
had also served as Chairman of the Board and Chief Executive Officer of SSG and
had participated in deliberations concerning its senior executive officer
compensation. As set forth in the Summary Compensation Table above, Mr. Jurick
also received $37,500 in salary from SSG for the services he rendered to SSG
during fiscal 2006. Mr. Bunger is a Director of Emerson who serves on the
Emerson Compensation and Personnel Committee and, until July 1, 2005, had been a
Director of SSG and a member of the SSG Compensation Committee. See "Item 13 -
Certain Relationships and Related Transactions - Relationship with Sport Supply
Group, Inc.".

COMPENSATION OF DIRECTORS

During Fiscal 2006, our directors who were not employees, specifically
Messrs. Brown (until his death in August 2005), Bunger, Farnum, Morey, Driscoll,
Pitts and Will were paid $22,500, $22,500, $55,000, 43,750, 4,167, 1,035 and
$9,158, respectively, for serving on the Board of Directors and on our various
committees during the period. Outside Directors are each paid an annual
director's fee of $12,500; members of the Compensation and Personnel Committee
are each paid an additional fee of $5,000 per annum; members of the Nominating
Committee are each paid an additional fee of $5,000 per annum; members of the
Audit Committee are each paid an additional fee of $7,500 per annum; and, the
Chairmen of the Audit Committee and the Compensation and

Personnel Committee are each 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
during Fiscal 2006. Additionally, each director, who is not an employee, is
eligible to participate in our 2004 Non-Employee Outside Director Stock Option
Plan ("2004 Director Stock Option Plan"). Directors of Emerson 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 Fiscal 2006,
Messrs. Binney, Driscoll, Farnum, Morey, and Will were granted stock options,
pursuant to the 2004 Director Stock Option Plan, to purchase 25,000, 25,000,
50,000, 25,000, and 50,000 shares of common stock, respectively, at an exercise
price of $3.07 to $3.28 per share. There are currently no shares of common stock
available for the grant of new options under the 2004 Director Stock Option Plan
and, as a result, Messrs. Pitts and Wirsching have not received any grant of
options. We intend to amend the 2004 Director Stock Option Plan to increase the
number of shares of common stock available for issuance under such plan at our
next annual meeting of stockholders. These options vest in equal installments
over three years, commencing one year from the date of grant, and their exercise
is contingent upon continued service as a member of our Board of Directors. In
Fiscal 2006, Mr. Bunger also received $48,000 in fees for the European
manufacturing consulting services he rendered to Emerson.

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

The following table sets forth, as of July 24, 2006, the beneficial
ownership of (i) each current director; (ii) each of our executive officers
named in the Summary Compensation Table ("executive officers"); (iii) our
directors and executive officers as a group and (iv) each stockholder known by
us to own beneficially more than 5% of our outstanding shares of common stock.
Except as otherwise noted, the address of each of the following beneficial
owners is c/o Emerson Radio Corp., 9 Entin Road, Parsippany, New Jersey 07054.

ALL NUMBERS NEED TO BE CONFIRMED

Amount and Nature of
Name and Address of Beneficial Owners Beneficial Ownership (1) Percent of Class (1)
------------------------------------- ------------------------ --------------------

Christopher Ho(2) 12,977,600 46.7%
Adrian Ma -0- -0-
Eduard Will (3) -0- -0-
Michael A. B. Binney (4) -0- -0-
John J. Raab 33,333 *
John D. Florian -0- -0-
Peter G. Bunger (5) 50,538 *
W. Michael Driscoll (6) -0- -0-
Jerome H. Farnum (7) 22,667 *
Greenfield Pitts -0- -0-
Norbert Wirsching -0- -0-
Elizabeth J. Calianese (8) -0- -0-
Geoffrey P. Jurick (9) 332,242 *
Patrick Murray (10) -0- -0-
Guy A. Paglinco (11) 70,000 *
All Directors and Executive
Officers as a Group (15 persons) (12) 13,486,380 49.8%

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

(1) Based on 27,064,832 shares of common stock outstanding as of July 24, 2006.
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 24,
2006 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
24, 2006. 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
10,000,000 shares of common stock (the "Original Shares") and The Grande Group
Limited ("GGL") is the record owner of 2,551,000 shares of common stock (the
"Additional Shares" and together with the Original Shares, the "Shares"). As the
sole stockholder of S&T, Grande N.A.K.S. Ltd. ("N.A.K.S.") may be deemed to own
beneficially the Original Shares. As the sole stockholder of N.A.K.S. and GGL,
Grande Holdings Limited ("Grande Holdings") may be deemed to own beneficially
the Shares. Mr. Ho has a beneficial interest in approximately 64% 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 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 July
10, 2006.

(3) Mr. Will has options to purchase 50,000 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 24, 2006.

(4) Mr. Binney 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 24, 2006.

(5) Mr. Bunger's ownership consists of 33,871 shares of common stock directly
owned by him and 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 24, 2006. Mr. Bunger 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 24, 2006.

(6) Mr. Driscoll 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 24, 2006.

(7) Mr. Farnum's ownership consists of 6,000 shares of common stock directly
owned by him and 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 24, 2006. Mr. Farnum also has options to
purchase 58,333 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 24, 2006.

(8) Ms. Calianese resigned as our Senior Vice President, General Counsel and
Corporate Secretary effective December 16 2005.

(9) Mr. Jurick's beneficial ownership consists of 265,576 shares of common stock
directly owned by him and options to purchase 66,666 shares of our common stock
issued pursuant to Emerson's 2004 Employee Stock Option Plan that are
exercisable within 60 days of July 24, 2006. Mr. Jurick also has options to
purchase 133,334 shares of our common stock issued pursuant to Emerson's 2004
Employee Stock Option Plan that are not exercisable within 60 days of July 24,
2006. Mr. Jurick resigned as our Chairman and Chief Executive Officer on March
30, 2006 and was replaced by Adrian Ma. Mr. Jurick resigned as our President in
July 2006 and is currently serving as a consultant.

(10) Mr. Murray resigned as our President-Emerson Radio Consumer Products
Corporation effective May 19, 2006.

(11) Mr. Paglinco's beneficial ownership consists of 20,000 shares of common
stock directly owned by him and options to purchase 50,000 shares of our common
stock issued pursuant to Emerson's 2004 Employee Stock Option Plan that are
exercisable within 60 days of July 24, 2006. Mr. Paglinco resigned as our Vice
President and Chief Financial Officer effective April 14, 2006.

(12) Includes 150,000 shares of common stock issuable upon exercise of options
that are exercisable within 60 days of July 24, 2006.

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, 2005 (the
"Plans"). The 1994 Plans expired in July 2004 and the remainder of the Plans are
the only equity compensation plans in existence as of March 31, 2006.

---------------------------- -------------------------- -------------------------- --------------------------
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 686,168 $3.02 2,125,000
holders
---------------------------- -------------------------- -------------------------- --------------------------
Equity compensation plans
not approved by security 100,000 4.00 ---
holders
---------------------------- -------------------------- -------------------------- --------------------------
TOTAL 786,168 $3.14 2,125,000
---------------------------- -------------------------- -------------------------- --------------------------

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATIONSHIP WITH SPORT SUPPLY GROUP, INC.

On July 1, 2005, we and Emerson Radio (Hong Kong) Limited ("Emerson
HK"), our wholly owned subsidiary, sold all of the issued and outstanding shares
of SSG common stock, which we owned, aggregating 4,746,023 shares, or
approximately 53.2% ownership of SSG, for $32 million or $6.74 per share.

Prior to July 1, 2005, our Board of Directors included the following
people that were associated with SSG: Geoffrey P. Jurick, our former Chairman
and Chief Executive Officer and current President and Chairman and Chief
Executive Officer of SSG, and Peter G. Bunger, a director of both companies and
member of the Compensation Committee of each company.

During 1997, we entered into a management services agreement with SSG
in an effort to share certain administrative and logistic functions and to
enable SSG and Emerson to reduce certain costs. In connection with the sale of
our interest in SSG, the management services agreement was amended to permit
termination of various defined Transition Services on one hundred twenty (120)
days' prior notice by either Emerson or SSG in order to facilitate the parties'
transition of the Transition Services to another provider. We incurred net fees
of $40,000, $206,000, $319,000 for services provided pursuant to this agreement
during Fiscal 2006, 2005 and 2004, respectively.

Effective January 1, 2006, we entered into a lease for office space
in Hong Kong with Grande and an agreement for services in connection with this
office space rental from Grande. The agreements expire on December 31, 2006
unless terminated earlier by either party upon three months prior written notice
of termination by either party. For the fiscal year ended March 31, 2006, we
incurred expenses to Grande of approximately $53,000 under these arrangements.

FUTURE TRANSACTIONS

We have adopted a policy that all future affiliated transactions will
be made or entered into on terms no less favorable to us than those that can be
obtained from unaffiliated third parties. In addition, all future affiliated
transactions, must be approved by a majority of the independent outside members
of our Board of Directors who do not have an interest in the transactions.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

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.
Prior to the period when Moore Stephens was retained by us as our independent
accountants, BDO Seidman, LLP ("BDO") served as our independent accountants
during Fiscal 2005.

>> Audit Fees. Audit fees billed to us by BDO and Moore Stephens
for the audit of the financial statements included in our Annual
Reports on Form 10-K, and reviews by BDO of the financial
statements included in our Quarterly Reports on Form 10-Q, for
the fiscal years ended March 31, 2005 and 2006 totaled
approximately $242,000 and $314,700, respectively.

>> Audit-Related Fees. We were billed $16,000 and $0 by BDO and
Moore Stephens for the fiscal years ended March 31, 2005 and
2006, respectively, for assurance and related services that are
reasonably related to the performance of the audit or review of
Emerson's financial statements and are not reported under the
caption Audit Fees above.

>> Tax Fees. BDO billed us an aggregate of $196,000 and $ 139,600,
for the fiscal years ended March 31, 2005 and 2006,
respectively, for tax services, principally related to the
preparation of income tax returns and related consultation.

>> All Other Fees. We were billed $0 and $0 by BDO and Moore
Stephens for the fiscal years ended March 31, 2005 and 2006,
respectively, for permitted non-audit services, principally
consultation related to mergers and acquisitions.

Applicable law and regulations provide an exemption that permits
certain services to be provided by our outside auditors even if they
are not pre-approved. We have not relied on this exemption at any time
since the Sarbanes-Oxley Act was enacted.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

(a) Financial Statements and Schedules. See Item 8

(b) Exhibits

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 adopted March 1994 (incorporated by reference to Exhibit (3) (e) of Emerson's Registration
Statement on Form S-1, Registration No. 33-53621, declared effective by the SEC on August 9, 1994).

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).

10.6 Registration Rights Agreement dated as of February 4, 1997 by and among Emerson, FIN, the Creditors, FIL and TM
Capital Corp. (incorporated by reference to Exhibit (10) (b) of Emerson's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1996).

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 on Form 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)

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.

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.

10.14.1 Purchasing Agreement, dated March 5, 1999, between AFG-Elektronik GmbH and Emerson Radio International Ltd.
(incorporated by reference to Exhibit (10) (aa) of Emerson's Annual Report on Form 10-K for the year ended April 2,
1999).

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).

10.23 Management Services Agreement dated July 1, 1997 to be effective as of March 7, 1997 by and between Sport Supply
Group, Inc. and Emerson (incorporated by reference to Exhibit 10.2 of Sport Supply's Quarterly Report on Form 10-Q
for the quarter ended August 1, 1997).

10.26 Employment Agreement between Emerson Radio Corp. and John J. Raab, effective as of September 1, 2001 (incorporated
by reference to Exhibit 10.26 of Emerson's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001).

10.26.2 Letter re Employment Agreement between Emerson Radio Corp., Emerson Radio International Ltd., Emerson Radio (Hong
Kong) Limited and Geoffrey P. Jurick, effective as of September 1, 2001 (incorporated by reference to Exhibit
10.26.2 of Emerson's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001).

10.26.3 Employment Agreement extension letter between Emerson Radio Corp., Emerson Radio International Ltd., Emerson Radio
(Hong Kong Limited and Geoffrey P. Jurick effective as of September 1, 2004 (incorporated by reference to Exhibit
10.26.3 of Emerson's Quarterly Report on Form 10-Q for the quarter ended December 31, 2004).

10.26.4 Employment Agreement extension letter between Emerson Radio Corp. and John J. Raab effective as of September 1,
2004 (incorporated by reference to Exhibit 10.26.4 of Emerson's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2004).

10.26.5 Agreement between Emerson Radio and Guy A. Paglinco, dated March 23, 2006 (incorporated by reference to Exhibit
10.1 to Emerson's Current Report on Form 8-K filed on March 29, 2006).

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 Common Stock Purchase Warrant Agreement entered into on August 1, 2002 by and between Emerson Radio Corp. and
Further Lane Asset Management LP (incorporated by reference to Exhibit 10.28 of Emerson's Quarterly Report on Form
10-Q for the quarter ended September 30, 2002).

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).

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).

10.29 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).

10.30 Agreement between Emerson Radio Corp. and Eduard Will dated July 26, 2006.*

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).

16.1 Letter of BDO, dated as of March 13, 2006, to the Securities and Exchange Commission (incorporated by reference to
Exhibit 16.1 of Emerson's Current Report on Form 8-K filed on March 13, 2006).

21.1 Subsidiaries of the Company as of March 31, 2006 (incorporated by reference to Exhibit 21.1 of Emerson Annual
Report on Form 10-K for the year ended March 31, 2006).

23.1 Consent of Independent Registered Public Accounting Firm - Moore Stephens, P.C. (incorporated by reference to
Exhibit 23.1 of Emerson Annual Report on Form 10-K for the year ended March 31, 2006).

23.2 Consent of Independent Registered Public Accounting Firm - BDO Seidman, LLP. (incorporated by reference to Exhibit
23.2 of Emerson Annual Report on Form 10-K for the year ended March 31, 2006).

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.

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
report to be signed on its behalf by the undersigned, thereunto duly authorized.

EMERSON RADIO CORP.

By: /s/ Adrian Ma
----------------------------------
Adrian Ma
Chief Executive Officer

Dated: July 31, 2006

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.

/s/ Christopher Ho Chairman of the Board and Director July 31, 2006
---------------------------
Christopher Ho

/s/ Adrian Ma Chief Executive Officer and Director July 31, 2006
--------------------------- (Principal Executive Officer)
Adrian Ma

/s/ John D. Florian Deputy Chief Financial Officer July 31, 2006
--------------------------- and Controller
John D. Florian (Principal Financial and Accounting Officer)

/s/ Eduard Will President-North American Operations July 31, 2006
--------------------------- and Director
Eduard Will

/s/ Michael A. B. Binney President-International Sales and Director July 31, 2006
---------------------------
Michael A. B. Binney

/s/ Peter G. Bunger Director July 31, 2006
---------------------------
Peter G. Bunger

/s/ Jerome H. Farnum Director July 31 2006
---------------------------
Jerome H. Farnum

/s/ Greenfield Pitts Director July 31, 2006
---------------------------
Greenfield Pitts

/s/ W. Michael Driscoll Director July 31, 2006
---------------------------
W. Michael Driscoll

/s/ Norbert R. Wirsching Director July 31, 2006
---------------------------
Norbert R. Wirsching