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SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 Form 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year ended March 31, 2011
 OR
 o
    
    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 of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)85 Oxford Drive, Moonachie, NJ
    
    07074(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code:
(973) 428-2000
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $.01 per share
    
    NYSE Amex
 Securities registered pursuant to Section 12(g) of the Act: None.
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE:
 Part of theDocument
    
    Form 10-KProxy Statement for 2011 Annual Meeting of Stockholders,
or an amendment to this Annual Report on Form 10-K
    
    Part III




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TABLE OF CONTENTS  PART IItem 1. BUSINESSItem 1A. Risk FactorsItem 2. PROPERTIESItem 3. LEGAL PROCEEDINGSItem 4. Removed and reservedPART IIItem 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIESItem 6. SELECTED CONSOLIDATED FINANCIAL DATAItem 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSItem 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAItem 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREItem 9A. Controls and ProceduresPART IIIItem 10. DIRECTORS AND EXECUTIVE OFFICERSItem 11. EXECUTIVE COMPENSATIONItem 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSItem 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSItem 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVItem 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULESSIGNATURESExhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32    Table of Contents  
 PART I
  
 Item 1.
    
    BUSINESS
 The Company  Overview
    Controlling Shareholder
   Supervision and Regulation
 www.sec.gov
 www.emersonradio.com
  2




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General
  
    
    microwave ovens, compact refrigerators and wine coolers;
 
    
    clock radios and other audio products; and
 
    
    video and other products  primarily televisions, digital video disc (DVD) players and
mobile electronics
   3




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
    
    recognition of the (EMERSON LOGO) 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.
   Products
  Houseware Products
    
    Audio Products
    
    OtherMicrowave ovens
    
    Digital clock radios
    
    TelevisionsCompact refrigerators
    
    Portable stereo systems
    
    DVD playersWine Coolers
    
    
    
    Telephones and telephone accessoriesMobile electronics
 Sales and Distribution
   Domestic Marketing
   4




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Foreign Marketing
  Licensing and Related Activities
  Design and Manufacturing
    Fiscal YearSupplier
    
    2011
    
    
    2010Midea
    
    
    73
    %
    
    
    73
    %Hualing
    
    
    14
    %
    
    
    *
 *
    
    Less than 10%.  5




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Warranties
  Returned Products
  
    
    retailer return policies with their customers;
 
    
    damage to goods in transit and cosmetic imperfections; and
 
    
    mechanical failures.
 Backlog
  Trademarks
  
    
    (EMERSON LOGO)
    
    Emerson Research(R)
    
    H.H. Scott(R)
    
    iDEA(R)
    
    IDIVA(R)
    
    Ölevia(R)
    
    Scott(R)
    
    SmartSet(R)
   6




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Competition
  
    
    brand recognition;
 
    
    reliability;
 
    
    quality;
 
    
    price;
 
    
    design;
 
    
    consumer acceptance of the Companys products; and
 
    
    the quality of service and support to retailers and their customers.
  Working Capital
  Government Regulation
  Product Liability and Insurance
    7




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Employees
  
 Item 1A.
    
    Risk Factors
  Business Related Risks
 Uncertain Impact of Appointment of Provisional Liquidators for Grande, Emersons Controlling
Shareholder.
  The majority ownership of the Companys common stock by an indirect subsidiary of Grande, which is
listed and is based in Hong Kong, substantially reduces the influence of other stockholders, and
the interests of 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.
    8




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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 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.
  
    
    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.
  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.
    9




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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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 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.
   10




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The Company relies on its cash on hand and cash generated from operations to fund its business.
  Foreign regulations and changes in the political, social 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.
  
    
    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; and
 
    
    new restrictions on the sale of electronic products containing certain hazardous
substances.
 
    
    the laws of China are likely to govern many of the Companys supplier agreements.
   11




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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 is subject to intense competition in the industry in which it operates, which could
cause material changes in the selling price of its products or losses of its market share.
    12




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Changes in consumer spending and economic conditions may cause its quarterly operating results to
fluctuate and cause its stock price to decline.
  
    
    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;
 
    
    variations in manufacturing and supplier relationships;
 
    
    if the Company is unable to correctly anticipate and provide for inventory requirements,
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 third party sales representatives fail to adequately promote, market and sell the
Companys products, the Companys revenues could significantly decrease.
  The Company could be exposed to product liability or other claims for which its product liability
or other insurance may be inadequate.
  
    
    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.
   13




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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.
  If the Companys common stock is de-listed from the NYSE Amex, shareholders liquidity in their
shares may be adversely affected and shareholders may have difficulty selling their shares or
attaining a satisfactory price.
  Forward-Looking Information
  
    
    the impact, if any, on the Companys business, financial condition and results of
operation arising from the appointment of the Provisional Liquidators over Grande see Item
1A Risk Factors  Business Related Risks  Uncertain Impact of Appointment of
Provisional Liquidators for Grande, Emersons Controlling Shareholder;
 
    
    the decline in, and any further deterioration of, consumer spending for retail products,
such as the Companys products;
 
    
    the Companys inability 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;
  14




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
    
    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;
 
    
    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;
 
    
    limited access to financing or increased cost of financing; and
 
    
    the other factors listed under Risk Factors in this Annual Report on Form 10-K and
other filings with the SEC.
  
 Item 2.
    
    PROPERTIES
  ApproximateSquare
    
    
    
    
    Lease Expires (IfFacility Purpose
    
    Footage
    
    
    Location
    
    Leased Property)Corporate headquarters
    
    
    23,000
    
    
    Moonachie, NJ
    
    OwnedNew York office*
    
    
    3,032
    
    
    New York, NY
    
    July 2012China office
    
    
    6,351
    
    
    Zhongshan, China
    
    **Hong Kong office
    
    
    36,014
    
    
    Hong Kong, China
    
    December 2011Macao office
    
    
    4,333
    
    
    Macao, China
    
    March 2013Warehouse
    
    
    180,650
    
    
    Mira Loma, CA
    
    September 2013
 
 *
    
    The Companys leased office space in New York City is currently not
occupied by the Company and has been subleased to a third party.**
    
    The Company terminated its lease for this office during May 2011.    15




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Item 3.
    
    LEGAL PROCEEDINGS
 Settlement of In re: Emerson Radio Shareholder Derivative Litigation.
 Kayne Litigation.
 Other.
 
 Item 4.
    
    Removed and reserved
  16




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PART II
 
 Item 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES
OF EQUITY SECURITIES
 (a) Market Information
  Fiscal 2011
    
    
    Fiscal 2010High
    
    
    Low
    
    
    High
    
    
    LowFirst Quarter
    
    $
    2.41
    
    
    $
    1.52
    
    
    $
    .75
    
    
    $
    .46Second Quarter
    
    
    2.84
    
    
    
    1.57
    
    
    
    1.64
    
    
    
    .51Third Quarter
    
    
    2.26
    
    
    
    1.85
    
    
    
    2.75
    
    
    
    1.24Fourth Quarter
    
    
    2.96
    
    
    
    1.97
    
    
    
    4.78
    
    
    
    2.06
  (b) Holders
  (c) Dividends
  
 Item 6.
    
    SELECTED CONSOLIDATED FINANCIAL DATA
  
 Item 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Special Note:
   17




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Results of Operations:
  2011
    
    
    2010Net revenues
    
    $
    200,841
    
    
    $
    206,960Cost of sales
    
    
    172,917
    
    
    
    175,463Other operating costs and expenses
    
    
    1,636
    
    
    
    3,134Selling, general and administrative
    
    
    7,383
    
    
    
    14,598Operating income
    
    
    18,905
    
    
    
    13,765Gain on settlement of litigation
    
    
    1,806
    
    
    
    Realized gains on trading securities
    
    
    966
    
    
    
    Interest income (expense), net
    
    
    32
    
    
    
    (24
    )Income from continuing operations before income taxes
    
    
    21,709
    
    
    
    13,741Provision for income taxes
    
    
    5,791
    
    
    
    2,371Net income from continuing operations
    
    $
    15,918
    
    
    $
    11,370
  Results of Continuing Operations  Fiscal 2011 compared with Fiscal 2010
 Net Revenues
       Cost of Sales
  18




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Other Operating Costs and Expenses
 Selling, General and Administrative Expenses (S,G&A)
 Gain on settlement of Litigation
 Realized Gain on Sale of Marketable Securities
 Interest income (expense), net
 Provision for Income Taxes
 Net income from continuing operations
 Liquidity and Capital Resources
 General
    19




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Other Events and Circumstances Pertaining to Liquidity
  Commercial Credit
  Short-term Liquidity.
    Off-Balance Sheet Arrangements
  Critical Accounting Policies
   20




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Revenue Recognition.
  Inventories.
 Trade Accounts Receivable.
 Income Taxes.
 Sales Return Reserves.
  21




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Sales Allowance and Marketing Support Accruals.
   Recently-Issued Financial Accounting Pronouncements
 Accounting Standards Update 2010-17, Revenue Recognition (Topic 605): Milestone Method
          Accounting Standards Update 2010-20, Receivables (Topic 310): Disclosure about the Credit Quality
of Financing Receivables and the Allowance for Credit Losses
  
    
    The nature of credit risk inherent in the entitys portfolio of financing receivables;
    
    How that risk is analyzed and assessed in arriving at the allowance for credit losses; and
    
    The changes and reasons for those changes in the allowance for credit losses.
  22




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
    
    Credit quality indicators of financing receivables at the end of the reporting period by
class of financing receivables;
    
    The aging of past due financing receivables at the end of the reporting period by class of
financing receivables; and
    
    The nature and extent of troubled debt restructurings that occurred during the period by
class of financing receivables and their effect on the allowance for credit losses.
  Accounting Standards Update 2010-28, Intangibles  Goodwill and Other (Topic 350): When to Perform
Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts
   Accounting Standards Update 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary
ProForma Information for Business Combinations
   Accounting Standards Update 2011-01, Receivables (Topic 310): Deferral of the Effective Date of
Disclosures about Troubled Debt Restructurings in Update No. 2010-20
   23




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Accounting Standards Update 2011-02, Receivables (Topic 310): A Creditors Determination of Whether
a Restructuring is a Troubled Debt Restructuring
  Accounting Standards Update 2011-04, Amendments to Achieve Common Fair Value Measurement and
Disclosure Requirements in U.S. GAAP and IFRSs
  Accounting Standards Update 2011-05, Comprehensive Income (Topic 220): Presentation of
Comprehensive Income
   
 Item 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
   24




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Item 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 Index to Consolidated Financial Statements
 Page No. Report of Independent Registered Public Accounting Firm
    
    
    26 Consolidated Statements of Operations for the years ended March 31, 2011 and 2010
    
    
    27 Consolidated Balance Sheets as of March 31, 2011 and 2010
    
    
    28 Consolidated Statements of Changes in Shareholders Equity for the years ended March 31, 2011 and 2010
    
    
    29 Consolidated Statements of Cash Flows for the years ended March 31, 2011 and 2010
    
    
    30 Notes to Consolidated Financial Statements
    
    
    31
  25




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    /s/  MSPCCertified Public Accountantsand Advisors,
A Professional Corporation 
  26




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EMERSON RADIO CORP. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS

For The Years Ended March 31, 2011 and 2010
 2011
    
    
    2010(In thousands, except per share data)Net revenues:Net revenues
    
    $
    200,841
    
    
    $
    206,960Costs and expenses:Cost of sales
    
    
    172,917
    
    
    
    175,463Other operating costs and expenses
    
    
    1,636
    
    
    
    3,134Selling, general and administrative expenses
    
    
    7,383
    
    
    
    14,598181,936
    
    
    
    193,195Operating income
    
    
    18,905
    
    
    
    13,765Other income (expense):Gain on settlement of litigation
    
    
    1,806
    
    
    
    Realized gain on sale of marketable securities
    
    
    966
    
    
    
    Interest income (expense), net
    
    
    32
    
    
    
    (24
    )2,804
    
    
    
    (24
    )Income from continuing operations before income taxes
    
    
    21,709
    
    
    
    13,741Provision for income taxes
    
    
    5,791
    
    
    
    2,371Income from continuing operations
    
    
    15,918
    
    
    
    11,370Loss from discontinued operations, net of tax benefit
    
    
    
    
    
    
    (55
    )Net income
    
    
    15,918
    
    
    
    11,315Basic net income per shareContinuing operations
    
    $
    .59
    
    
    $
    .42Discontinued operations
    
    
    
    
    
    
    $
    .59
    
    
    $
    .42Diluted net income per shareContinuing operations
    
    $
    .59
    
    
    $
    .42Discontinued operations
    
    
    
    
    
    
    $
    .59
    
    
    $
    .42Weighted average shares outstandingBasic
    
    
    27,130
    
    
    
    27,130Diluted
    
    
    27,130
    
    
    
    27,131
   27




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EMERSON RADIO CORP. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS

As of March 31, 2011 and 2010
 2011
    
    
    2010(In thousands, except share data)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    39,056
    
    
    $
    15,051Restricted cash
    
    
    740
    
    
    
    1Net accounts receivable
    
    
    10,929
    
    
    
    20,350Other receivables
    
    
    1,413
    
    
    
    1,037Net inventory
    
    
    8,515
    
    
    
    10,952Prepaid expenses and other current assets
    
    
    549
    
    
    
    736Investments in marketable securities
    
    
    4,725
    
    
    
    Deferred tax assets
    
    
    2,825
    
    
    
    3,383Total Current Assets
    
    
    68,752
    
    
    
    51,510Property, plant, and equipment, net
    
    
    2,921
    
    
    
    3,131Trademarks and other intangible assets, net
    
    
    1,545
    
    
    
    1,606Due from affiliates
    
    
    
    
    
    
    185Investments in marketable securities
    
    
    
    
    
    
    6,031Deferred tax assets
    
    
    2,540
    
    
    
    6,588Other assets
    
    
    958
    
    
    
    205Total Assets
    
    $
    76,716
    
    
    $
    69,256LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Short-term borrowings
    
    $
    2,466
    
    
    $
    5,629Current maturities of long-term borrowings
    
    
    46
    
    
    
    30Accounts payable and other current liabilities
    
    
    14,408
    
    
    
    20,776Due to affiliates
    
    
    2
    
    
    
    28Accrued sales returns
    
    
    1,199
    
    
    
    957Income taxes payable
    
    
    196
    
    
    
    174Total Current Liabilities
    
    
    18,317
    
    
    
    27,594Long-term borrowings
    
    
    150
    
    
    
    201Deferred tax liabilities
    
    
    158
    
    
    
    119Shareholders Equity:Preferred shares  10,000,000 shares
authorized; 3,677 shares issued and
outstanding; liquidation preference of
$3,677,000
    
    
    3,310
    
    
    
    3,310Common shares  $0.01 par value, 75,000,000
shares authorized; 52,965,797 shares issued
at March 31, 2011 and March 31, 2010,
respectively; 27,129,832 shares outstanding
at March 31, 2011 and March 31, 2010,
respectively
    
    
    529
    
    
    
    529Capital in excess of par value
    
    
    98,785
    
    
    
    98,785Accumulated other comprehensive losses
    
    
    746
    
    
    
    (82
    )Accumulated deficit
    
    
    (21,055
    )
    
    
    (36,976
    )Treasury stock, at cost, 25,835,965 shares
    
    
    (24,224
    )
    
    
    (24,224
    )Total shareholders equity
    
    
    58,091
    
    
    
    41,342Total Liabilities and Shareholders Equity
    
    $
    76,716
    
    
    $
    69,256
   28




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EMERSON RADIO CORP. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY

For The Years Ended March 31, 2011 and 2010
 AccumulatedCommon Shares Issued
    
    
    
    
    
    
    Capital
    
    
    Other
    
    
    
    
    
    
    TotalPreferred
    
    
    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, 2009
    
    $
    3,310
    
    
    
    52,965,797
    
    
    $
    529
    
    
    $
    (24,224
    )
    
    $
    117,243
    
    
    $
    (82
    )
    
    $
    (36,976
    )
    
    $
    59,800Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    12Dividend paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,470
    )
    
    
    
    
    
    
    (11,372
    )
    
    
    (29,842
    )Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,372
    
    
    
    11,372Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,372Balance  March 31, 2010
    
    $
    3,310
    
    
    
    52,965,797
    
    
    $
    529
    
    
    $
    (24,224
    )
    
    $
    98,785
    
    
    $
    (82
    )
    
    $
    (36,976
    )
    
    $
    41,342Unrealized gain on securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    828
    
    
    
    
    
    
    
    828Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,921
    
    
    
    15,921Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,749Balance  March 31, 2011
    
    $
    3,310
    
    
    
    52,965,797
    
    
    $
    529
    
    
    $
    (24,224
    )
    
    $
    98,785
    
    
    $
    746
    
    
    $
    (21,055
    )
    
    $
    58,091
   29




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##### Table of Contents



EMERSON RADIO CORP. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Years Ended March 31, 2011 and 2010
 2011
    
    
    2010(In thousands)Cash Flows from Operating Activities:Income from continuing operations
    
    $
    15,918
    
    
    $
    11,370Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    502
    
    
    
    846Non cash compensation
    
    
    
    
    
    
    12Deferred tax benefit
    
    
    4,645
    
    
    
    2,035Asset allowances, reserves, and other
    
    
    (287
    )
    
    
    (3,554
    )Gain on sale of investment
    
    
    (966
    )
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    10,272
    
    
    
    (2,752
    )Other receivables
    
    
    (376
    )
    
    
    550Due from affiliates
    
    
    185
    
    
    
    7Inventories
    
    
    2,118
    
    
    
    11,495Prepaid expenses and other current assets
    
    
    187
    
    
    
    1,454Other assets
    
    
    (753
    )
    
    
    128Accounts payable and other current liabilities
    
    
    (6,368
    )
    
    
    1,847Due to affiliates
    
    
    (26
    )
    
    
    (38
    )Income taxes payable
    
    
    22
    
    
    
    19Net cash provided by operating activities
    
    
    25,073
    
    
    
    23,419Cash Flow From Investing Activities:Proceeds from sale of marketable securities
    
    
    3,100
    
    
    
    Restricted cash
    
    
    (739
    )
    
    
    3,024Purchase of trademark
    
    
    
    
    
    
    (1,469
    )Additions to property and equipment (continuing operations)
    
    
    (231
    )
    
    
    (2,581
    )Net cash provided (used) by investing activities
    
    
    2,130
    
    
    
    (1,026
    )Cash Flows from Financing Activities:Repayments of short-term borrowings
    
    
    (3,147
    )
    
    
    (159
    )Dividends paid
    
    
    
    
    
    
    (29,843
    )Net (decrease) increase in capital lease and other rental obligations-
    
    
    (51
    )
    
    
    142Borrowings under long-term credit facility
    
    
    88,162
    
    
    
    124,314Repayments of borrowings under long-term credit facility
    
    
    (88,162
    )
    
    
    (124,314
    )Net cash (used) by financing activities
    
    
    (3,198
    )
    
    
    (29,860
    )Net increase (decrease) in cash and cash equivalents
    
    
    24,005
    
    
    
    (7,467
    )Cash and cash equivalents at beginning of year
    
    
    15,051
    
    
    
    22,518Cash and cash equivalents at end of
    
    $
    39,056
    
    
    $
    15,051Supplemental disclosures of non-cash investing and financing activities:Interest
    
    $
    103
    
    
    $
    114Income taxes
    
    $
    704
    
    
    $
    22
   30




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##### Table of Contents



EMERSON RADIO CORP. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  SIGNIFICANT ACCOUNTING POLICIES:
 Background and Basis of Presentation
   Use of Estimates
  Cash Equivalents
  Fair Values of Financial Instruments
  Investments
  Concentrations of Credit Risk
    31




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##### Table of Contents



Property and Equipment
    Machinery and Equipment
    
    Three years to seven years Furniture & Fixtures
    
    Seven years Building
    
    Fifteen years
 Long-Lived Assets
  Revenue Recognition
 Distribution of products
       32




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##### Table of Contents



Licensing
  Cost of Sales
  Other Operating Costs and Expenses
  Selling, General and Administrative Expenses
  Foreign Currency
    33




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##### Table of Contents



Advertising Expenses
  Sales Allowance and Marketing Support Expenses
     Balance at March 31, 2009
    
    $
    3,964Fiscal 2010 additions
    
    
    3,973Fiscal 2010 usages
    
    
    (3,766
    )Fiscal 2010 adjustments
    
    
    (1,226
    )Balance at March 31, 2010
    
    $
    2,945Fiscal 2011 additions
    
    
    3176Fiscal 2011 usages
    
    
    (2,424
    )Fiscal 2011 adjustments
    
    
    (662
    )Balance at March 31, 2011
    
    $
    3,035
 Interest income (expense), net
  2011
    
    
    2010(In thousands)Interest (expense)
    
    $
    (160
    )
    
    $
    (174
    )Amortization of deferred financing costs
    
    
    
    
    
    
    (139
    )Interest income
    
    
    192
    
    
    
    289Interest income (expense), net
    
    $
    32
    
    
    $
    (24
    )
 Income Taxes
  Comprehensive Income
   34




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##### Table of Contents



Net Earnings Per Common Share
  Stock-Based Compensation
   Recent Pronouncements
 Accounting Standards Update 2010-17, Revenue Recognition (Topic 605): Milestone Method
      2.
    
    Relate solely to past performance3.
    
    Be reasonable relative to all deliverables and payment terms in the arrangement.
   Accounting Standards Update 2010-20, Receivables (Topic 310): Disclosure about the Credit Quality
of Financing Receivables and the Allowance for Credit Losses
  
    
    The nature of credit risk inherent in the entitys portfolio of financing receivables;
    
    How that risk is analyzed and assessed in arriving at the allowance for credit losses; and
    
    The changes and reasons for those changes in the allowance for credit losses.
  35




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##### Table of Contents




    
    Credit quality indicators of financing receivables at the end of the reporting period by
class of financing receivables;
    
    The aging of past due financing receivables at the end of the reporting period by class of
financing receivables; and
    
    The nature and extent of troubled debt restructurings that occurred during the period by
class of financing receivables and their effect on the allowance for credit losses.
  Accounting Standards Update 2010-28, Intangibles  Goodwill and Other (Topic 350): When to Perform
Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts
   Accounting Standards Update 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary
ProForma Information for Business Combinations
   Accounting Standards Update 2011-01, Receivables (Topic 310): Deferral of the Effective Date of
Disclosures about Troubled Debt Restructurings in Update No. 2010-20
   36




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##### Table of Contents



Accounting Standards Update 2011-02, Receivables (Topic 310): A Creditors Determination of Whether
a Restructuring is a Troubled Debt Restructuring
  Accounting Standards Update 2011-04, Amendments to Achieve Common Fair Value Measurement and
Disclosure Requirements in U.S. GAAP and IFRSs
  Accounting Standards Update 2011-05, Comprehensive Income (Topic 220): Presentation of
Comprehensive Income
   NOTE 2  INVENTORIES:
  March 31, 2011
    
    
    March 31, 2010(In thousands)Finished goods
    
    $
    10,592
    
    
    $
    12,710Less inventory allowances
    
    
    (2,077
    )
    
    
    (1,758
    )$
    8,515
    
    
    $
    10,952
 NOTE 3  RELATED PARTY TRANSACTIONS
  Majority Shareholder
 Grandes Ownership Interest in Emerso
  37




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##### Table of Contents



Related Party Transactions
 Leases and Other Real Estate Transactions.
 Rented Space in Hong Kong
      Rented Space in the Peoples Republic of China
    Other.
    38




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##### Table of Contents



NOTE 4  PROPERTY, PLANT, AND EQUIPMENT:
  2011
    
    
    2010(In thousands)Computer equipment & software
    
    
    343
    
    
    
    357Furniture and fixtures
    
    
    357
    
    
    
    328Machinery and equipment
    
    
    948
    
    
    
    802Building
    
    
    2,028
    
    
    
    2,008Land
    
    
    641
    
    
    
    6414,317
    
    
    
    4,136Less accumulated depreciation and amortization
    
    
    (1,396
    )
    
    
    (1,005
    )$
    2,921
    
    
    $
    3,131
  NOTE 5  COMPREHENSIVE INCOME:
  2011
    
    
    2010(Unaudited)Income from continuing operations
    
    $
    15,918
    
    
    $
    11,370Unrealized gain on securities
    
    
    828
    
    
    
    Comprehensive income
    
    $
    16,746
    
    
    $
    11,370
  39




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##### Table of Contents



NOTE 6  BORROWINGS:
 Short-term Borrowings
  Long-term Borrowings
  2011
    
    
    2010(In thousands)Capitalized lease obligations and other
    
    $
    196
    
    
    $
    231Less current maturities of capitalized lease obligations
    
    
    46
    
    
    
    30Long-term borrowings
    
    $
    150
    
    
    $
    201
  2012
    
    $
    462013
    
    
    712014
    
    
    432015
    
    
    302016
    
    
    6Thereafter
    
    
    Total
    
    
    196Less current portion
    
    
    46Total long term portion
    
    $
    150
    40




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##### Table of Contents



NOTE 7  INCOME TAXES:
 2011
    
    
    2010(In thousands)Current:Federal
    
    $
    285
    
    
    $
    2Foreign, state and other
    
    
    808
    
    
    
    332Prior year state and local
    
    
    98
    
    
    
    Deferred:Federal
    
    
    4,444
    
    
    
    1,571Foreign, state and other
    
    
    156
    
    
    
    466$
    5,791
    
    
    $
    2,371
   2011
    
    
    2010(In thousands)Statutory provision (benefit)
    
    $
    7,381
    
    
    $
    4,725Foreign subsidiary
    
    
    (2,523
    )
    
    
    (2,543
    )State taxes
    
    
    671
    
    
    
    322Permanent differences
    
    
    7
    
    
    
    27True up of prior year taxes
    
    
    (764
    )
    
    
    Expiration of NOL
    
    
    
    
    
    
    (159
    )Usage of NOL
    
    
    (156
    )
    
    
    Valuation allowance
    
    
    1,158
    
    
    
    Other, net
    
    
    17
    
    
    
    (1
    )Total income tax (benefit)
    
    $
    5,791
    
    
    $
    2,371
  2011
    
    
    2010(In thousands)Deferred tax assets:Current:Accounts receivable reserves
    
    $
    1,432
    
    
    $
    1,556Inventory reserves
    
    
    1,227
    
    
    
    1,340Accruals
    
    
    
    
    
    
    320Stock warrants
    
    
    166
    
    
    
    166Non-current:Property, plant, and equipment
    
    
    699
    
    
    
    528Impairment of auction rate securities
    
    
    828
    
    
    
    828Net operating loss and credit carryforwards
    
    
    2,249
    
    
    
    5,305Stock compensation
    
    
    79
    
    
    
    84Gross deferred tax assets
    
    
    6,680
    
    
    
    10,127Valuation allowances
    
    
    (1,315
    )
    
    
    (157
    )Total deferred tax assets
    
    
    5,365
    
    
    
    9,970Deferred tax liabilities:Non-current:Capital lease expense
    
    
    158
    
    
    
    119Total Deferred Tax Liabilities
    
    
    158
    
    
    
    119Net deferred tax assets
    
    $
    5,207
    
    
    $
    9,851
  41




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##### Table of Contents



Loss Year (Fiscal)
    
    Included in DTA
    
    
    Expiration Year (Fiscal)2009
    
    
    3.1
    
    
    
    2029
  Loss Year (Fiscal)
    
    Included in DTA
    
    
    Expiration Year (Fiscal)2007
    
    
    1.3
    
    
    
    20172008
    
    
    2.6
    
    
    
    2018
     In 000sTotal amount of unrecognized tax benefits as of April 1, 2010
    
    $
    121Gross 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
    
    
    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, 2011
    
    $
    121
   Jurisdiction
    
    Open Tax YearsU.S. Federal
    
    
    2007-2010U.S. States
    
    
    2006-2010Foreign
    
    
    2004-2010
   42




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##### Table of Contents



NOTE 8  COMMITMENTS AND CONTINGENCIES:
 Leases:
  Rental CommitmentsFiscal Years
    
    Amount
    
    
    Affiliate
    
    
    Non-Affiliate2012
    
    
    1,562
    
    
    
    402
    
    
    
    1,1602013
    
    
    987
    
    
    
    
    
    
    
    9872014
    
    
    444
    
    
    
    
    
    
    
    4442015
    
    
    33
    
    
    
    
    
    
    
    33Thereafter
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    3,026
    
    
    $
    402
    
    
    $
    2,624
  Letters of Credit:
  Capital Expenditure and Other Commitments:
  Employee Benefit Plan:
  NOTE 9  STOCK BASED COMPENSATION:
   43




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##### Table of Contents



Number of
    
    
    Weighted AverageOptions
    
    
    Exercise PriceOutstanding  April 1, 2009
    
    
    34,000
    
    
    $
    2.45Cancelled
    
    
    (32,000
    )
    
    
    2.54Outstanding  March 31, 2010
    
    
    2,000
    
    
    $
    1.00Expired
    
    
    (2,000
    )
    
    
    1.00Outstanding  March 31, 2011
    
    
    0
    
    
    $
    .00Exercisable at March 31, 2011
    
    
    0
    
    
    $
    .00
    Number of
    
    
    Weighted AverageOptions
    
    
    Exercise PriceOutstanding  April 1, 2009
    
    
    100,000
    
    
    $
    3.17Cancelled
    
    
    (25,000
    )
    
    
    3.23Outstanding  March 31, 2010
    
    
    75,000
    
    
    $
    3.15Cancelled
    
    
    (25,000
    )
    
    
    3.19Outstanding  March 31, 2011
    
    
    50,000
    
    
    $
    3.13Exercisable at March 31, 2011
    
    
    50,000
    
    
    $
    3.13
  Options Outstanding
    
    
    Options ExercisableWeighted
    
    
    WeightedAverage
    
    
    Average
    
    
    
    
    
    
    WeightedAmount
    
    
    Remaining
    
    
    Exercise
    
    
    Amount
    
    
    AverageRange of Exercise Prices
    
    Outstanding
    
    
    Contractual Life
    
    
    Price
    
    
    Exercisable
    
    
    Exercise Price$3.07
    
    
    25,000
    
    
    
    4.8
    
    
    $
    3.07
    
    
    
    25,000
    
    
    $
    3.07$3.19
    
    
    25,000
    
    
    
    5.6
    
    
    
    3.19
    
    
    
    25,000
    
    
    
    3.1950,000
    
    
    
    5.2
    
    
    $
    3.13
    
    
    
    50,000
    
    
    $
    3.13
  44




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##### Table of Contents



NOTE 10  SHAREHOLDERS EQUITY:
 Common Shares:
  Common Stock Repurchase Program:
  Series A Preferred Stock:
  NOTE 11  MARKETABLE SECURITIES:
  NOTE 12  NET EARNINGS PER SHARE:
  2011
    
    
    2010(In thousands, except per share data)Numerator:Income from continuing operations for basic and diluted earnings per share
    
    $
    15,918
    
    
    $
    11,370Denominator:Denominator for basic earnings per share  weighted average shares
    
    
    27,130
    
    
    
    27,130Effect of dilutive securities on denominator:Options
    
    
    
    
    
    
    1Denominator for diluted earnings per share  weighted average shares and
assumed conversions
    
    
    27,130
    
    
    
    27,131Income from continuing operationsBasic and diluted loss per share
    
    $
    .59
    
    
    $
    .42
  45




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##### Table of Contents



NOTE 13  LICENSE AGREEMENTS:
   NOTE 14   LEGAL PROCEEDINGS:
 Settlement of In re: Emerson Radio Shareholder Derivative Litigation.
 Other.
 NOTE 15  GEOGRAPHIC INFORMATION:
  Year Ended March 31, 2011U.S.
    
    
    Foreign
    
    
    ConsolidatedNet third party revenue
    
    $
    200,674
    
    
    $
    167
    
    
    $
    200,841Long-lived assets
    
    $
    60,965
    
    
    $
    5,666
    
    
    $
    66,631
  46




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##### Table of Contents



Year Ended March 31, 2010U.S.
    
    
    Foreign
    
    
    ConsolidatedNet third party revenue
    
    $
    205,536
    
    
    $
    1,424
    
    
    $
    206,960Long-lived assets
    
    $
    40,578
    
    
    $
    12,655
    
    
    $
    53,233
  NOTE 16  DISCONTINUED OPERATIONS:
  NOTE 17  SUBSEQUENT EVENTS:
     
 Item 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 Item 9A.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   47




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##### Table of Contents



Managements Report on Internal Control over Financial Reporting
   Changes in Internal Control over Financial Reporting
   48




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##### Table of Contents



PART III
 
 Item 10.
    
    DIRECTORS AND EXECUTIVE OFFICERS
  
 Item 11.
    
    EXECUTIVE COMPENSATION
  
 Item 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 Item 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 Item 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
   49




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##### Table of Contents



PART IV
 
 Item 15.
    
    EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
 List of Financial Statements, Financial Statement Schedules, and Exhibits .
 Financial Statements .
 Report of Independent Registered Public Accounting Firm
    
    
    26Consolidated Statements of Operations for the years ended March 31, 2011 and 2010
    
    
    27Consolidated Balance Sheets as of March 31, 2011 and 2010
    
    
    28Consolidated Statements of Changes in Shareholders Equity for the years ended March 31, 2011 and 2010
    
    
    29Consolidated Statements of Cash Flows for the years ended March 31, 2011 and 2010
    
    
    30Notes to Consolidated Financial Statements
    
    
    31
  Exhibits .
 ExhibitNumber3.1
    
    
    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).3.8
    
    
    Amendment effective as of November 10, 2009 to the By-Laws of
Emerson adopted March 1994 (incorporated by reference to
Exhibit 3.1 of Emersons Current Report on Form 8-K filed on
November 16, 2009).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).
  50




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##### Table of Contents



ExhibitNumber10.12.7
    
    
    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 29, 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 26th 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).10.13.3
    
    
    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).10.13.4
    
    
    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).10.13.5
    
    
    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 29, 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 6, 2007).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 29, 2005).10.27.6
    
    
    Seventh Amendment to 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 10.27.6 of Emersons
Annual Report on Form 10-K/A for the year ended March 31,
2009).10.27.7
    
    
    Eighth Amendment to 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.10.27.8
    
    
    Ninth Amendment to 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.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).
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##### Table of Contents



ExhibitNumber10.28.2
    
    
    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).10.29
    
    
    Employment Agreement dated as of October 1, 2009 between
Emerson and Duncan Hon (incorporated by reference to Exhibit
10.1 to Emersons Current Report on Form 8-K filed on November
16, 2009).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, 2011.*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. Exhibits .
 Financial Statement Schedules and Other Financial Statements .
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##### Table of Contents



SIGNATURES
  EMERSON RADIO CORP.By:
    /s/  Adrian MaAdrian MaChief Executive Officer   /s/ Christopher Ho

Christopher Ho
    
    Chairman of the Board of Directors
    
    July 14, 2011/s/ Eduard Will

Eduard Will
    
    Vice Chairman of the Board of Directors
    
    July 14, 2011/s/ Adrian Ma

Adrian Ma
    
    Chief Executive Officer
(Principal Executive Officer)
and Director
    
    July 14, 2011/s/ Duncan Hon

Duncan Hon
    
    Deputy Chief Executive Officer and Director
    
    July 14, 2011/s/ Mirzan Mahathir

Mirzan Mahathir
    
    Director
    
    July 14, 2011/s/ Kareem E. Sethi

Kareem E. Sethi
    
    Director
    
    July 14, 2011/s/ Terence A. Snellings

Terence A. Snellings
    
    Director
    
    July 14, 2011
  53