SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the quarterly period ended   December 31, 2002

                                  or

[ ] 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                  0-25226

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

          DELAWARE                                     22-3285224
________________________________________________________________________________
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                      Identification No.)

   9 Entin Road   Parsippany, New Jersey                07054
________________________________________________________________________________
(Address of principal executive offices)              (Zip code)

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


     (Former name, former address, and former fiscal year, if changed since
                                  last report)

     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 requirements for the past 90 days. [X] Yes [ ] No

     Indicate by check  mark whether  the registrant is an accelerated Filer (as
defined in Rule 12b-2 of the Exchange Act).  [ ] Yes   [X] No

     Indicate the number of shares outstanding of common stock as of February 3,
2003: 27,261,902.


<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                 (In thousands, except earnings per share data)

<CAPTION>

                                                         Three Months Ended                              Nine Months Ended
                                            --------------------------------------------    ----------------------------------------
                                               December 31,             December 31,            December 31,            December 31,
                                                   2002                     2001                   2002                    2001
                                            --------------------    --------------------    ------------------     -----------------
<S>                                            <C>                     <C>                   <C>                      <C>
Net revenues                                   $ 91,262                $ 70,611              $ 293,596                $ 259,307

Costs and expenses:

Cost of sales                                    73,068                  55,470                230,310                  208,305
Other operating costs and
  expenses                                        1,058                     965                  3,251                    3,709
Selling, general &
  administrative expenses                        12,916                  13,069                 41,363                   37,962
                                             --------------------    --------------------     ------------------     ---------------
                                                 87,042                  69,504                274,924                  249,976
                                            --------------------    --------------------    --------------------     ---------------

Operating income                                  4,220                   1,107                 18,672                    9,331

Interest expense, net                              (406)                   (844)                (1,981)                  (2,707)
Litigation settlement                                --                   2,933                     --                    2,933
Minority interest in net
   loss of consolidated
   subsidiary                                     1,104                   1,751                    996                    2,070
                                            --------------------    --------------------    --------------------     ---------------
Income before income taxes                        4,918                   4,947                 17,687                   11,627

Provision for income taxes                        1,640                     816                  5,797                      564
                                            --------------------    --------------------    --------------------     ---------------
Net income                                     $  3,278                $  4,131              $  11,890                $  11,063
                                            ====================    ====================    ====================     ===============

Net income per common share
  Basic                                        $   0.12                $   0.13              $    0.43                $    0.35
                                            ====================    ====================    ====================     ===============
  Diluted                                      $   0.12                $   0.11              $    0.42                $    0.31
                                            ====================    ====================    ====================     ===============
Weighted average shares outstanding
  Basic                                          27,129                  31,274                 27,835                   31,320
                                            ====================    ====================    ====================     ===============
  Diluted                                        28,270                  40,253                 28,673                   40,392
                                            ====================    ====================    ====================     ===============

 The accompanying notes are an integral part of the interim consolidated financial statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                         EMERSON RADIO CORP. AND SUBSIDIARIES
                                             CONSOLIDATED BALANCE SHEETS
                                                    (In thousands)

                                                                                       December 31,                  March 31,
                                                                                           2002                        2002
                                                                                 -------------------------     ---------------------
                                    ASSETS                                             (Unaudited)
Current Assets:
<S>                                                                                     <C>                           <C>
  Cash and cash equivalents                                                             $   22,960                    $   19,228
  Accounts receivable (less allowances of $7,255 and
    $5,320, respectively)                                                                   22,545                        29,401
  Other receivables                                                                          1,657                         2,337
  Inventories                                                                               46,070                        41,657
  Prepaid expenses and other current assets                                                  3,701                         3,719
  Deferred tax assets                                                                        4,621                         7,671
                                                                                 -------------------------     ---------------------
     Total current assets                                                                  101,554                       104,013

Property and equipment - (net of accumulated depreciation
  and amortization of $6,311 and $4,688, respectively)                                       9,926                        11,116
Deferred catalog expenses                                                                    1,487                         2,017
Cost in excess of net assets acquired (net of $2,283 of accumulated
amortization)                                                                                7,785                         7,944
Trademarks (net of accumulated amortization of $4,964 and
  $4,986, respectively)                                                                      3,518                         3,734
Deferred tax assets                                                                          4,685                         5,728
Other assets                                                                                 1,979                         1,287
                                                                                 -------------------------     ---------------------
     Total Assets                                                                       $  130,934                    $  135,839
                                                                                 =========================     =====================

                     LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Bank loans and obligations                                                            $    5,161                   $    11,303
  Current maturities of long-term debt                                                       4,109                         8,853
  Accounts payable and other current liabilities                                            30,778                        30,647
  Accrued sales returns                                                                      4,239                         3,817
  Income taxes payable                                                                       1,228                           103
                                                                                 -------------------------     ---------------------
     Total current liabilities                                                              45,515                        54,723
Long-term debt and other obligations                                                        27,893                        29,046
Minority interest                                                                           16,336                        17,330

Shareholders' Equity:
  Preferred shares - 10,000,000 shares authorized, 3,677
    shares issued and outstanding                                                            3,310                         3,310
  Common shares - $.01 par value, 75,000,000 shares
    authorized; 51,788,244 and 51,475,511 shares issued;
    27,219,902 and 31,166,478 shares outstanding,
    respectively                                                                               518                           515
  Capital in excess of par value                                                           114,791                       114,451
  Accumulated other comprehensive losses                                                      (208)                         (122)
  Accumulated deficit                                                                      (57,546)                      (69,436)
  Treasury stock, at cost 24,568,342 and 20,309,033
    shares, respectively                                                                   (19,675)                      (13,978)
                                                                                 -------------------------     ---------------------
     Total shareholders' equity                                                             41,190                        34,740
                                                                                 -------------------------     ---------------------
     Total Liabilities and Shareholders' Equity                                           $ 130,934                   $  135,839
                                                                                 =========================     =====================

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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                         EMERSON RADIO CORP. AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     (Unaudited)
                                                    (In thousands)
                                                                                                Nine Months Ended
                                                                                  ----------------------------------------------
                                                                                     December 31,              December 31,
                                                                                         2002                      2001
                                                                                  --------------------     ---------------------

Cash Flows from Operating Activities:
<S>                                                                                 <C>                      <C>
   Net income                                                                       $  11,890                $  11,063
   Adjustments to reconcile net income to net
    cash provided by operating activities:
    Minority interest                                                                    (994)                  (3,165)
    Depreciation and amortization                                                       2,394                    2,634
    Deferred tax assets                                                                 4,093                       --
    Provision for accounts receivable and
     Inventory                                                                          4,436                    4,315
    Other                                                                                  --                       (1)
    Changes in assets and liabilities, net of
     acquisition of SSG:
     Accounts receivable                                                                3,017                    1,792
     Other receivables                                                                    680                   (4,887)
     Inventories                                                                       (4,851)                   3,457
     Prepaid and other current assets                                                     548                      467
     Other assets                                                                      (1,185)                     (89)
     Accounts payable and other current
      Liabilities                                                                         467                   (5,273)
     Income taxes payable                                                               1,125                      206
                                                                           ------------------     ---------------------
Net cash provided by operations                                                        21,620                   10,519
                                                                           -------------------     ---------------------

Cash Flows from Investing Activities:
   Investment in affiliate                                                                --                      (421)
   Additions to property and equipment                                                  (495)                     (563)
                                                                          --------------------     ---------------------
Net cash used by investing activities                                                   (495)                     (984)
                                                                          --------------------     ---------------------

Cash Flows from Financing Activities:
   Net borrowings (repayments)-notes payable                                          (6,142)                    1,363
   Long-term debt retirement                                                          (5,897)                     (666)
   Repurchase of common stock                                                         (5,697)                   (2,423)
   Exercise of stock options                                                             343                        --
                                                                          --------------------     ---------------------
Net cash used by financing activities                                                (17,393)                   (1,726)
                                                                          --------------------     ---------------------

Net increase in cash and cash equivalents                                              3,732                     7,809
Cash and cash equivalents at beginning of year                                        19,228                     7,987
                                                                           --------------------     --------------------

Cash and cash equivalents at end of period                                        $   22,960                $   15,796
                                                                          ====================     =====================


</TABLE>

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


<PAGE>

                      EMERSON RADIO CORP. AND SUBSIDIARIES
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - BACKGROUND AND BASIS OF PRESENTATION

     The consolidated financial statements include the accounts of Emerson Radio
Corp.  ("Emerson",  consolidated  - "Us",  "We",  "Our") and its  majority-owned
subsidiaries, including Sport Supply Group, Inc. ("SSG").

     We operate in two  business  segments:  consumer  electronics  and sporting
goods. The consumer electronics segment designs,  sources, imports and markets a
variety of consumer electronic  products and licenses the "[EMERSON]"  trademark
for a variety of products domestically and internationally to certain licensees.
The sporting goods segment,  which is operated through Emerson's 53.2% ownership
of SSG,  manufactures,  markets,  and distributes  sports related  equipment and
leisure products to institutional customers in the United States.

     The unaudited interim consolidated  financial statements reflect all normal
and recurring  adjustments that are, in the opinion of management,  necessary to
present a fair statement of our consolidated  financial  position as of December
31,  2002 and the  results of  operations  for the three and nine month  periods
ended December 31, 2002 and 2001. The unaudited interim  consolidated  financial
statements  have been  prepared  pursuant  to the rules and  regulations  of the
Securities  and Exchange  Commission  and  accordingly do not include all of the
disclosures normally made in our annual consolidated financial statements. It is
suggested that these unaudited interim consolidated financial statements be read
in conjunction with the consolidated  financial statements and notes thereto for
the fiscal  year ended March 31, 2002  ("fiscal  2002"),  included in our annual
report on Form 10-K.

     The consolidated  financial  statements include our accounts and all of our
majority-owned   subsidiaries.   All  significant   intercompany   accounts  and
transactions  have been  eliminated in  consolidation.  The  preparation  of the
unaudited interim consolidated  financial statements requires management to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements and accompanying  notes;  actual results could materially differ from
those estimates.

     Due to the seasonal nature of both segments,  the results of operations for
the three and nine month  periods  ended  December 31, 2002 are not  necessarily
indicative  of the  results of  operations  that may be  expected  for any other
interim period or for the full year ending March 31, 2003 ("fiscal 2003").

     Certain  reclassifications  were  made to  conform  prior  years  financial
statements to the current presentation.

<PAGE>

NOTE 2 - COMPREHENSIVE INCOME

     Our  comprehensive  income  for the  three  and nine  month  periods  ended
December 31, 2002 and 2001 is as follows (in thousands):
<TABLE>
<CAPTION>

                                                             Three Months Ended                       Nine Months Ended
                                                     ------------------------------------     -----------------------------------
                                                       December 31,        December 31,        December 31,       December 31,
                                                           2002                2001                2002               2001
                                                     -----------------    ---------------     ---------------    ----------------
                                                                 (Unaudited)                               (Unaudited)

<S>                                                       <C>                  <C>                <C>                <C>
Net income                                                $ 3,278              $ 4,131            $ 11,890           $ 11,063
Cumulative effect on equity of
  SFAS 133, net of taxes                                       --                   --                 (40)                --
Derivatives qualifying as
  hedges, net of taxes                                         (7)                  --                 (44)                --
Currency translation adjustment                                (1)                  (3)                 --                 --
Unrealized losses on
  securities, net                                              --                   (2)                 (2)                (1)
                                                     -----------------    ---------------     ---------------    ----------------

Comprehensive income                                     $  3,270              $ 4,126            $ 11,804           $ 11,062
                                                     =================    ===============     ===============    ================

</TABLE>


NOTE 3 - EARNINGS PER SHARE

     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share (in thousands, except per share amounts):
<TABLE>
<CAPTION>

                                                              For the Three                              For the Nine
                                                               Months Ended                              Months Ended
                                                  ---------------------------------------     -----------------------------------
                                                     December 31,          December 31,        December 31,        December 31,
                                                        2002                  2001                 2002                2001
                                                  --------------------    ---------------     ----------------    ---------------
                                                                  (Unaudited)                            (Unaudited)
Numerator:
<S>                                                     <C>                    <C>                 <C>                <C>
Net income                                              $3,278                 $ 4,131             $11,890            $ 11,063
Add back to effect assumed conversions:

Interest on convertible
  Debentures                                                --                     441                  --               1,323
                                                  --------------------    ---------------     ----------------    ---------------
Numerator for diluted earnings                          $3,278                 $ 4,572             $11,890            $ 12,386
  per share
                                                  ====================    ===============     ================    ===============
Denominator:
Weighted average common
  shares - Basic                                        27,129                  31,274              27,835              31,320
Effect of dilutive securities:
  Preferred shares                                          --                   3,395                  --               3,395
  Options & warrants                                     1,141                     380                 838                 473
  Convertible debentures                                    --                   5,204                  --               5,204
                                                  --------------------    ---------------     ----------------    ---------------
Weighted average shares                                 28,270                  40,253              28,673              40,392
  Diluted
                                                  ====================    ===============     ================    ===============
Basic earnings per share                             $  0.12                 $  0.13             $  0.43             $  0.35
                                                  ====================    ===============     ================    ===============
Diluted earnings per share                           $  0.12                 $  0.11             $  0.42             $  0.31
                                                  ====================    ===============     ================    ===============

</TABLE>

<PAGE>


NOTE 4- CAPITAL STRUCTURE

     Our  outstanding  capital  stock at December  31, 2002  consisted of common
stock and Series A convertible  preferred stock in which the conversion  feature
expired effective March 31, 2002.

     At December 31, 2002,  Emerson had  outstanding  approximately  1.4 million
options with exercise prices ranging from $1.00 to $1.50 and SSG had outstanding
approximately 376,000 options with exercise prices ranging from $0.95 to $9.44.

     On August 1, 2002,  Emerson granted 200,000 warrants with an exercise price
of $2.20 which fully vest after one year from date of grant in conjunction  with
a consulting agreement.  The warrants were valued using the Black-Scholes option
valuation  model and will be recognized  over the related  service period of the
consulting  agreement  which  corresponds  to the vesting  period.  For the nine
months  ending  December  31,  2002,   approximately  $31,000  was  expensed  to
operations as a result of the grant of these warrants.

     As of August 15, 2002,  Emerson's $20.8 million of 8.5% Senior Subordinated
Convertible Debentures (the "Debentures") were fully retired using funds secured
from a financing  facility  dated June 28, 2002 and from the  generation of cash
from operations. See "Note 9 - Borrowings".


NOTE 5 - INVENTORY

     Inventories  are stated at the lower of cost or market.  Cost is determined
using the first-in,  first-out method for the consumer  electronics  segment and
the weighted-average  cost method for the sporting goods segment. As of December
31,  2002 and  March  31,  2002,  inventories  consisted  of the  following  (in
thousands):

<TABLE>
<CAPTION>

                                                                December 31, 2002                 March 31, 2002
                                                             -------------------------         ----------------------
                                                                   (Unaudited)

<S>                                                                   <C>                               <C>
Raw materials                                                         $  2,048                          $  2,153
Work-in-process                                                            373                               258
Finished                                                                46,372                            41,531
                                                             -------------------------         ----------------------
                                                                        48,793                            43,942
Less inventory allowances                                               (2,723)                           (2,285)
                                                             -------------------------         ----------------------
                                                                      $ 46,070                          $ 41,657
                                                             =========================         ======================
</TABLE>

<PAGE>

NOTE 6 - INCOME TAXES

     We have tax net operating loss carry forwards  included in net deferred tax
assets  that can be used to offset  future  taxable  income  and can be  carried
forward  for 15 to 20 years.  We believe  the net  deferred  tax assets  will be
realized through tax planning strategies  available in future periods and future
profitable operating results. Although realization is not assured, we believe it
is more  likely  than  not  that  all of the net  deferred  tax  assets  will be
realized. The amount of the deferred tax asset considered  realizable,  however,
could  be  reduced  or  eliminated  in the near  term if  certain  tax  planning
strategies are not  successfully  executed or estimates of future taxable income
during the carry forward period are reduced.  At December 31, 2002, $9.3 million
of deferred tax assets were carried on the balance sheet. For the nine months of
fiscal  2003,   $4.1  million  of  deferred  tax  assets  were  charged  to  the
consolidated statements of operations.


NOTE 7 - INVESTMENT IN SPORT SUPPLY GROUP, INC.

     As of December 31, 2002 and March 31, 2002,  Emerson owned 4,746,023 (53.2%
of the issued and  outstanding)  shares of common stock of SSG. SSG's results of
operations and the minority interest related to those results have been included
in our quarterly results of operations.

     Effective March 1997, Emerson entered into a Management  Services Agreement
with  SSG,   under  which  each  company   provides   various   managerial   and
administrative services to the other company.


NOTE 8 - GOODWILL AND OTHER INTANGIBLE ASSETS

     In June,  2001, the Financial  Accounting  Standards Board issued Statement
No. 142, "Goodwill and Other Intangible  Assets" (SFAS 142).  Effective April 1,
2002, we adopted SFAS 142 which requires us to cease amortizing goodwill, and to
perform a transitional test for potential goodwill  impairment upon adoption and
then test goodwill at least  annually for  impairment by reporting  unit. Had we
ceased  amortizing  goodwill as of the beginning of fiscal 2002,  net income for
the three and nine month periods  ending  December 31, 2001 would have increased
by approximately $70,000 and $197,000,  respectively, and have an effect of $.01
on basic and diluted earnings per share.

     Goodwill is required to be tested for  impairment  in a  transitional  test
upon adoption and then at least annually by reporting unit.  Goodwill impairment
testing must also be performed  more  frequently  if events or other  changes in
circumstances indicate that goodwill might be impaired.  Under the provisions of
SFAS 142, a two step process is used to evaluate goodwill impairment. Under step
one of the  evaluation  process,  the  carrying  value  of a  reporting  unit is
compared  to its fair value to  determine  if a  potential  goodwill  impairment

<PAGE>

exists.  Under  step two of the  evaluation  process,  if a  potential  goodwill
impairment  is  identified   during  step  one,  then  the  amount  of  goodwill
impairment,  if any, is measured using a hypothetical  purchase price allocation
approach.

     We have  completed  our step one analysis of the  potential  impairment  of
goodwill in each of our two reporting  units,  which analysis has indicated that
we have a potential impairment of goodwill in our sporting goods reporting unit.
We are in the process of conducting step two of our transitional year assessment
for our  sporting  goods  reporting  unit,  which will be completed by March 31,
2003. As the step two assessment involves complex determinations with respect to
the fair value of the individual  assets and liabilities of each reporting unit,
the amount of goodwill impairment,  if any, cannot be reliably predicted at this
time. As of December 31, 2002, Emerson and SSG have  approximately  $400,000 and
$7.4 million of goodwill on their respective balance sheets. Under SFAS 142, any
goodwill   impairment  recorded  upon  transition  is  reported  as  a  non-cash
cumulative  effect  of a change  in  accounting  principle  on the  consolidated
statement of operations as of the date of adoption.


NOTE 9 - BORROWINGS

     As of December 31, 2002 and March 31, 2002,  borrowings  and capital  lease
obligations  (excluding  short-term  borrowings)  consisted of the following (in
thousands):

<TABLE>
<CAPTION>

                                                                                     December 31,                March 31,
                                                                                       2002                        2002
                                                                                 ---------------------     --------------------
                                                                                     (Unaudited)
<C>                                                                                  <C>                        <C>
8 1/2% Senior Subordinated Convertible Debentures                                     $     --                  $ 20,750
Term loan                                                                                13,000                      --
Revolving line of credit                                                                  5,500                      --
Notes payable under revolving line of credit                                             13,286                   16,839
Equipment notes and other                                                                   216                      310
                                                                                -------------------     --------------------
                                                                                         32,002                   37,899

Less current maturities                                                                   4,109                    8,853
                                                                                -------------------     --------------------
  Long term debt and notes payable                                                     $ 27,893                 $ 29,046
                                                                                ===================     ====================

</TABLE>

     Debentures,  which were issued by Emerson in August  1995,  were retired on
August 15, 2002. These Debentures bore interest at the rate of 8 1/2% per annum,
payable  quarterly,  and were  subordinated  to all existing  and future  senior
indebtedness  (as  defined  in the  Indenture  governing  the  Debentures).  The
Debentures were  convertible  into shares of Emerson's  common stock at any time
prior to  redemption or maturity at an initial  conversion  price of $3.9875 per
share,  subject to adjustment under certain  circumstances.  The Debentures were
redeemable  in  whole or in part at our  option  and,  in the case of  Emerson's
exercise  of the  Debentures  call  provision,  required a call price of 101% of
principal.  The Debentures were subject to certain  restrictions on transfer and
restricted,  among other  things,  the amount of senior  indebtedness  and other

<PAGE>

indebtedness  that  Emerson,   and,  in  certain  instances,   its  consolidated
subsidiaries,  could  incur.  Each holder of  Debentures  had the right to cause
Emerson to redeem the Debentures if certain designated events (as defined in the
Indenture governing the Debentures) were to occur.

     On June 28, 2002,  Emerson entered into a $40 million  Revolving Credit and
Term Loan Agreement ("Loan Agreement") with several U.S. financial institutions,
which was funded on July 1, 2002. The Loan Agreement  provides for a $25 million
revolving line of credit and a $15 million term loan. The $25 million  revolving
line of credit  replaced  Emerson's  $15 million  senior  secured  facility.  It
provides for revolving  loans,  subject to  individual  maximums  which,  in the
aggregate,  are not to exceed the lesser of $25  million or a  "Borrowing  Base"
amount based on  specified  percentages  of eligible  accounts  receivables  and
inventories  and bears  interest  ranging  from Prime plus 0.50% to 1.25% or, at
Emerson's  election,  LIBOR plus 2.00% to 2.75%  depending on certain  financial
covenants.  The $15  million  term  loan  combined  with  cash  earned  from our
operations  was used to retire all of Emerson's  Debentures.  The interest  rate
charged on the term loan ranges from Prime plus 1.00% to 1.75% or, at  Emerson's
election,  LIBOR plus 2.50% and 3.25% depending on certain  financial  covenants
and amortizes over a three-year period. Pursuant to the Loan Agreement,  Emerson
is restricted  from,  among other things,  paying cash  dividends,  repurchasing
Emerson's  common  stock and  entering  into  certain  transactions  without the
lender's prior consent and is subject to certain  financial  covenants.  Amounts
outstanding  under  the Loan  Agreement  are  secured  by  substantially  all of
Emerson's assets.

     Notes payable under a revolving  line of credit  (Revolver)  were issued by
SSG in March 2001, replacing a prior facility. The facility, as amended provides
for a  three-year  $25  million  revolving  line of  credit,  and  provides  for
revolving  loans and is subject to individual  maximums which, in the aggregate,
cannot exceed the lesser of $25 million or a "Borrowing  Base" amount based upon
specified percentages of eligible accounts receivables and inventories.  Amounts
outstanding  under the senior credit facility are secured by  substantially  all
the assets of SSG and its  subsidiaries.  The interest  rate charged  under this
facility  is a  combination  of LIBOR plus 2.5% and the prime  rate of  interest
ranging  from minus .25% to prime plus 1.0%.  Pursuant to the  amended  Loan and
Security  Agreement,  SSG is restricted  from,  among other things,  paying cash
dividends  and entering  into certain  transactions  without the lender's  prior
consent.

NOTE 10 - DERIVATIVE FINANCIAL INSTRUMENTS

     The Company accounts for its interest rate protection  agreement under SFAS
133, "Accounting for Derivative  Instruments and Hedging  Activities".  SFAS 133
requires all derivatives to be recorded as assets or liabilities and measured at
fair value.  Gains or losses resulting from changes in the values of derivatives
are recognized  immediately or deferred,  depending on the use of the derivative
and whether or not it qualifies as a hedge.

<PAGE>

     The Company uses a derivative  financial  instrument to manage its interest
rate risk  associated  with  fluctuations  in interest  rates on its debt. As of
December 31, 2002,  the Company had  outstanding an interest swap agreement that
converts  $10  million  of its  variable  rate Loan  Agreement  to a fixed  rate
instrument  through  2004.  These swap  agreements  are  designated as cash flow
hedges  and  changes  in  fair  value  of  the  hedges  are  recorded  in  other
comprehensive  income and reclassified  into earnings in the same periods during
which the  hedged  transaction  affects  earnings.  There is no  ineffectiveness
related to these hedges.


NOTE 11 - SEGMENT INFORMATION

     The following table presents certain operating segment information for each
of the  three  and nine  month  periods  ended  December  31,  2002 and 2001 (in
thousands):

<TABLE>
<CAPTION>

                                         Three Months Ended December                  Three Months Ended December 31, 2001
                                                   31, 2002
                                       Consumer                                          Consumer
                                     Electronics           Sporting Goods              Electronics          Sporting Goods
                                 --------------------- -----------------------     --------------------- ----------------------

<S>                                  <C>                   <C>                           <C>                 <C>
Net revenues                         $ 72,744              $ 18,518                      $ 53,568            $ 17,043
Income (loss) before
  income taxes                       $  7,413              $ (2,495)                     $  8,266            $ (3,319)
Segment assets                       $ 67,898              $ 63,036                      $ 58,023            $ 62,087

</TABLE>

<TABLE>
<CAPTION>

                                     Nine Months Ended December 31, 2002               Nine Months Ended December 31, 2001
                                       Consumer                                          Consumer
                                     Electronics           Sporting Goods              Electronics          Sporting Goods
                                 --------------------- -----------------------     --------------------- ----------------------
<S>                                    <C>                  <C>                           <C>                 <C>
Net revenues                           $ 222,217            $ 71,379                      $186,064            $ 73,243
Income (loss) before
  income taxes                         $  19,814           $(  2,127)                    $  15,977          $   (4,350)

</TABLE>

NOTE 12 - LEGAL PROCEEDINGS

     We are  involved in legal  proceedings  and claims of various  types in the
ordinary  course of our  business.  While any such  litigation to which we are a
party contains an element of uncertainty,  we presently believe that the outcome
of each such proceeding or claim which is pending or known to be threatened,  or
all  of  them  combined,  will  not  have  a  material  adverse  effect  on  our
consolidated financial position.

<PAGE>


Item 2. Management's Discussion and Analysis of Results of
        Operations and Financial Condition


     Management's  Discussion  and Analysis of Results of Operation is presented
in three parts:  consolidated  operations,  the consumer electronics segment and
the sporting goods segment.

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

Consolidated Operations:

     The following table sets forth,  certain items related to the  consolidated
statements  of operations as a percentage of net revenues for the three and nine
month periods ended December 31, 2002 and 2001:

<TABLE>
<CAPTION>

                                                         Three Months ended                            Nine Months ended
                                                            December 31                                   December 31
                                                 -------------------------------------      ------------------------------------
                                                       2002                 2001                2002                 2001
                                                 -----------------     ---------------      --------------     -----------------
                                                              (Unaudited)                               (Unaudited)

<S>                                                   <C>                    <C>                <C>                <C>
Net revenues (in thousands)                           $91,262                $70,611            $293,596           $259,307

Cost of sales                                          80.1%                 78.6%                78.4%              80.3%
Other operating costs and
  Expenses                                              1.2%                  1.4%                 1.1%               1.4%
Selling, general and
  administrative expenses                              14.2%                 18.5%                14.1%              14.6%
    Operating income                                    4.6%                  1.6%                 6.4%               3.6%
Litigation settlement                                  --                     4.2%                --                  1.1%
Provision  for income
  Taxes                                                 1.8%                  1.2%                 2.0%               0.2%
    Net income                                          3.6%                  5.9%                 4.1%               4.3%

</TABLE>

Net Revenues -  Consolidated  net revenues for the three and nine month  periods
ended  December  31, 2002  increased  $20.6  million  (29.3%) and $34.3  million
(13.2%) as compared to the same periods in fiscal 2002.

Cost of Sales - Cost of sales, as a percentage of consolidated  net revenues for
the three month  period ended  December 31, 2002  increased to 80.1% from 78.6%,
and decreased  from 80.3% to 78.4% for the nine month period ended  December 31,
2002, respectively.  The increase in  cost of sales for  the three month  period
was a result of lower  margins in both the  consumer  electronics  and  sporting
goods  segments.  The  decrease  in cost of sales for the nine month  period was
primarily  the result of higher  margins in both the  consumer  electronics  and
sporting goods segments.

Other  Operating  Costs and  Expenses - Other  operating  costs and expenses are
associated  with  the  consumer   electronics   segment.   As  a  percentage  of
consolidated net revenues,  other operating costs and expenses decreased to 1.2%

<PAGE>

from 1.4% for the three months  ended  December 31, 2002 as compared to the same
period in fiscal  2002.  For the nine months  ended  December  31,  2002,  other
operating costs, as a percentage of consolidated net revenues, decreased to 1.1%
from 1.4% as compared to the same period in fiscal 2002.

Selling,  General and Administrative Expenses ("S,G&A") - S,G&A, as a percentage
of consolidated net revenues,  was 14.2% for the three months ended December 31,
2002 as compared to 18.5% for the three months ended  December 31, 2001. For the
nine months ended December 31, 2002,  S,G&A, as a percentage of consolidated net
revenues, were 14.1% as compared to 14.6% for the same period in fiscal 2002. In
absolute terms S,G&A decreased $153,000 and increased $3.4 million for the three
and nine month periods  ended  December 31, 2002 as compared to the same periods
in fiscal 2002. The increase for the nine month period in absolute terms was due
to the  consumer  electronics  segment,  partially  offset by a decrease  in the
sporting goods segment.

Litigation  settlement - Litigation  settlement in fiscal 2002 was the result of
the  consumer  electronics  segment  settling  litigation  in the amount of $2.9
million,  net of legal  costs with a former  trademark  licensee  whose  license
agreement  with Emerson  ceased in the year ending March 31, 1998.  There was no
such settlement in the current period.

Provision  for Income Taxes - The  provision  for income taxes for the three and
nine months  ended  December  31, 2002 was  primarily  the result of utilizing a
previously  recognized  net  operating  loss  carryforwards  and a  foreign  tax
provision primarily associated with the consumer electronics segment.

Net Income - As a result of the foregoing factors,  we earned net income of $3.3
million  (3.6% of net revenues) and $11.9 million (4.1% of net revenues) for the
three and nine months ended  December 31, 2002 as compared to $4.1 million (5.9%
of net  revenues) and $11.1 million (4.3% of net revenues) for the same year ago
periods.

Consumer Electronics Segment:

The following table summarizes  certain financial  information for the three and
nine month periods ended December 31, 2002 and 2001 (in thousands):

<PAGE>
<TABLE>
<CAPTION>

                                                  Three Months Ended                      Nine Months Ended
                                                     December 31                             December 31
                                         -------------------------------------    -------------------------------------
                                             2002              2001                  2002                2001
                                         -------------     ------------------     ----------------    ----------------
                                                      (Unaudited)                              (Unaudited)
<S>                                        <C>              <C>                  <C>                  <C>
 Net revenues                              $72,762          $ 53,568             $222,256             $186,064

 Cost of sales                              59,635            43,259              180,208              155,722
 Other operating costs                       1,058               965                3,251                3,768
 Selling, general &
  administrative                             5,406             5,035               18,243               13,353
                                       -------------     -------------------    -----------------    ---------------
    Operating income                         6,663             4,309               20,554               13,221
 Litigation settlement                         --             2,933                   --                 2,933
 Interest expense, net                        (291)             (637)              (1,547)              (1,981)
                                       -------------     -------------------    ----------------     ---------------
    Income before                            6,372             6,605               19,007               14,173
      income taxes
 Provision for income taxes                  1,776               440                5,797                  564
                                       -------------      -------------------    ----------------     ---------------
    Net income                             $ 4,596          $  6,165             $ 13,210             $ 13,609
                                       =============      ===================    ================     ===============
</TABLE>


Net Revenues - Net  revenues  for the three and nine months  ended  December 31,
2002 increased $19.2 million (35.8%) and $36.2 million (19.5%), respectively, as
compared to the same  periods  ended  December  31,  2001.  The  increase in net
revenues  for the three and nine month  periods was  comprised of an increase in
licensing  revenues,  increases  in unit  sales of audio  products  and sales of
inward licensed products more than offsetting a slight decrease in unit sales of
microwave oven products.

Our license for the Hello Kitty brand expired on December 31, 2002.  Through the
promotion of our proprietary Girl Power branded theme products  launched earlier
this fiscal year,  representing  3.8% of the nine month revenues in fiscal 2003,
together  with other  future  licensing  opportunities,  we believe the revenues
earned from the sale of products  subject to the Hello Kitty license  agreement,
representing 9.4% of the nine month revenues in fiscal 2003, can be replaced.

Cost of Sales - Cost of sales,  as a percentage  of net  revenues,  increased to
82.0% from 80.8% for the three months ended December 31, 2002 as compared to the
same period in fiscal 2002. For the nine months ended December 31, 2002, cost of
sales, as a percentage of consumer electronics net revenues,  decreased to 81.1%
from 83.7% as compared to the same period in fiscal  2002.  The  decrease in the
cost of sales for the nine months ended December 31, 2002 was  attributable to a
greater  impact of licensing  revenues  and to higher  gross  profit  margins on
product sales.

Gross profit  margins  continue to be subject to competitive  pressures  arising
from pricing strategies  associated with the product categories in which Emerson
competes.  Emerson's  products are generally placed in the low-to-medium  priced
category of the market, which is highly competitive.

<PAGE>

Other  Operating  Costs and Expenses - Other  operating  costs and expenses as a
percentage of net revenues decreased to 1.5% for the three and nine month period
ended  December  31, 2002 from 1.8% and 2.0% for the same periods in fiscal 2002
primarily due to reduced inventory servicing costs.

Selling, General and Administrative Expenses ("S,G&A") - S,G&A, was $5.4 million
and $18.2  million  for the three  and nine  months  ended  December  31,  2002,
respectively,  as compared to $5.0  million and $13.4  million for the three and
nine months ended  December 31, 2001.  The increase in S,G&A for the three month
period ended December 31, 2002 was primarily due to an increase in  co-operative
advertising   costs,   partially   offset  by  a  decrease  in  provisions   for
uncollectable  accounts.  For the nine months ended  December 31, 2002, the $4.9
million  increase  in S,G&A was mainly due to:(i) an  increase  in  co-operative
advertising   costs;  (ii)  recoveries  of  provisions  related  to  substandard
receivables  in the prior year,  which were not  repeated  in the current  year;
(iii) an increase in provisions for uncollectable accounts; and (iv) an increase
in payroll expenses and freight expenses.

Litigation  settlement  - There were no  litigation  settlements  in the current
period.  The prior  period  litigation  settlement  was the  result of a settled
litigation  in the  amount of $2.9  million,  net of legal  costs  with a former
trademark  licensee  whose  license  agreement  with Emerson  ceased in the year
ending March 31, 1998.

Interest Expense, net - Interest expense decreased $346,000 and $434,000 for the
three and nine months ended December 31, 2002, respectively,  as compared to the
three and nine months  ended  December 31, 2001 due to reduced  borrowings,  the
repayment of the Debentures, and lower interest rates.

Provision for Income Taxes - The provision for income taxes was $1.8 million and
$5.8  million  for  the  three  and  nine  months   ended   December  31,  2002,
respectively, as compared to $440,000 and $564,000 for the three and nine months
ended  December  31, 2001,  respectively.  The  provision  for December 31, 2002
primarily  consisted of deferred taxes related to previously  recognized Federal
and state tax net  operating  loss benefits and a foreign tax  provision.  There
were no such provisions for deferred taxes in the prior year.

Net Income - As a result of the  foregoing  factors,  net income of $4.6 million
(6.3% of net revenues) for the three months ended  December 31, 2002 as compared
to $6.2 million  (11.5% of net revenues) for the three months ended December 31,
2001 was earned. For the nine months ended December 31, 2002 $13.2 million (5.9%
of net  revenues) as compared to $13.6  million  (7.3% of net  revenues) for the
nine months ended December 31, 2001 was earned.

Sporting Goods Segment:

     The following table summarizes certain financial information as reported by
SSG for the three and nine month  periods  ended  December 31, 2002 and 2001 (in
thousands):

<PAGE>

<TABLE>
<CAPTION>

                                                Three Months Ended December 31                Nine Months Ended December 31
                                              --------------------------------------      ------------------------------------
                                                    2002                  2001                  2002                 2001
                                              -----------------    -----------------      ----------------   -----------------
                                                           (Unaudited)                                (Unaudited)
<S>                                             <C>                   <C>                 <C>                     <C>
 Net revenues                                   $ 18,518              $ 17,043            $ 71,379                $73,243

 Cost of sales                                    13,451                12,211              50,141                 52,583
 Selling, general &
   Administrative                                  7,447                 7,944              22,931                 24,284
                                             ------------------  -----------------     ----------------      -----------------
     Operating loss                               (2,380)               (3,112)             (1,693)                (3,624)
 Interest expense, net                              (115)                 (207)               (434)                  (726)
                                              ------------------    -----------------   -----------------    -----------------
     Loss before income                           (2,495)               (3,319)             (2,127)                (4,350)
       Taxes
 Provision (benefit) for
   income taxes                                     (136)                  376                  --                     --
                                              ------------------    -----------------   -----------------    -----------------
   Net  loss                                   $  (2,359)             $ (3,695)            $ (2,127)              $ (4,350)
                                              ==================    =================   =================    =================
</TABLE>


Net Revenues - Net revenues  increased  $1.5 million  (8.7%) and decreased  $1.9
million  (2.5%) for the three and nine month  periods  ended  December 31, 2002,
respectively,  as compared to the same periods in fiscal  2002.  The increase in
net revenues for the three month  period was  primarily  the result of increased
government  sales.  The  decrease for the nine month  period was  primarily  the
result of a general  slow-down  in school  and youth  organization  funding  and
competitive pressures in the marketplace.

Cost of Sales - Cost of sales,  as a percentage of net revenues  increased  from
71.7% for the three month period ended  December 31, 2001 to 72.6% for the three
month  period ended  December  31,  2002.  The increase in cost of sales for the
three month period was primarily due to lower margins from  Government,  Bid and
Team Dealer sales.  For the nine month period ended  December 31, 2002,  cost of
sales,  as a percentage of net  revenues,  decreased to 70.2% from 71.8% for the
nine month  period  ended  December 31,  2001.  The year to date  decreases  are
primarily  the  result  of   consolidating   several  plants,   certain  exiting
unprofitable product lines and improving product sourcing.

Selling,   General  and  Administrative  Expenses  ("S,G&A")  -  S,G&A  expenses
decreased  approximately  $497,000 and  $1,353,000  for the three and nine month
periods ended December 31, 2002, respectively, as compared to the three and nine
month  periods  ended  December 31, 2001.  S,G&A  expenses,  as a percentage  of
sporting  goods net revenues,  were 40.2% and 32.1% for the three and nine month
periods ended  December 31, 2002,  respectively,  as compared to 46.6% and 33.2%
for the three and nine month periods in the prior fiscal year.  The decreases in
S,G&A were  primarily  the result of the  following:  (i) a decrease  in payroll
related  expenses  attributable  to a  reduced  headcount;  (ii) a  decrease  in
depreciation and amortization  expense due to assets becoming fully  depreciated
and the discontinuation of amortization of goodwill; (iii) a decrease in selling
and  promotional  expense;  and (iv) a decrease in  telecommunication  and other
facility expenses.

<PAGE>

Interest Expense, net - Interest expense decreased by approximately  $92,000 and
$292,000  for the  three  and  nine  month  periods  ended  December  31,  2002,
respectively, as compared to the three and nine month periods ended December 31,
2001, due primarily to lower borrowing levels and lower interest rates.

Provision  (benefit) for Income Taxes - A tax benefit of approximately  $136,000
for the three months ended  December 31, 2002 as compared to a tax  provision of
$376,000 for the three months ended  December 31, 2001 was recorded.  There were
no provisions  for income tax expenses in the nine month periods ended  December
31, 2002 and  December  31,  2001.  SSG has a net  operating  loss  carryforward
included in net  deferred tax assets that can be used to offset  future  taxable
income  and can be  carried  forward  for 15 to 20 years.  A portion  of our net
deferred  tax asset has been  reduced by a valuation  allowance.  We believe the
remaining  net  deferred  tax  assets  will be  realized  through  tax  planning
strategies  available in future periods and future profitable operating results.
Although  realization is not assured, we believe it is more likely than not that
the  remaining  net  deferred  tax assets  will be  realized.  The amount of the
deferred  tax  asset  considered  realizable,   however,  could  be  reduced  or
eliminated  in the  near  term  if  certain  tax  planning  strategies  are  not
successfully   executed  or  estimates  of  future  taxable  income  during  the
carryforward period are reduced.

Net Loss - As a result of the foregoing factors,  the sporting goods segment had
a net loss of  $2,359,000  for the  three  months  ended  December  31,  2002 as
compared to a net loss of  $3,695,000  for the three months  ended  December 31,
2001. For the nine months ended December 31, 2002 the sporting goods segment had
a net loss of $2,127,000  as compared to a net loss of  $4,350,000  for the nine
months ended December 31, 2001.


Liquidity and Capital Resources

     Net cash  provided by operating  activities  was $21.6 million for the nine
months ended December 31, 2002. Cash was primarily provided by our profitability
and a decrease  in  accounts  receivable,  partially  offset by an  increase  in
inventory.

     Net cash used by  investing  activities  was  $495,000  for the nine months
ended December 31, 2002.  Cash was utilized  primarily for the purchase of fixed
assets.

     Net cash  used for  financing  activities  was $17.4  million  for the nine
months ended December 31, 2002. Cash was primarily utilized for the reduction of
borrowings, including the redemption of Emerson's outstanding debentures in July
and August 2002,  and the exercise of an option to repurchase  Emerson's  common
stock.

     Emerson  and  SSG  maintain  credit  facilities  as  described  in Note 9 -
Borrowings.  At December 31, 2002,  there were  approximately  $32.0  million of
borrowings  outstanding under these  facilities,  of which  approximately  $18.7

<PAGE>

million  of  borrowings  were  outstanding  by  Emerson  and  $13.3  million  of
borrowings were outstanding by SSG. No letters of credit were outstanding  under
these  facilities  by either  Emerson  or SSG as of  December  31,  2002.  As of
December  31,  2002,  Emerson  and SSG were in  compliance  with  the  covenants
contained in their respective credit facilities.

     Two of our foreign  subsidiaries  maintain  various credit  facilities,  as
amended,  aggregating  $52.5  million  with Hong Kong  banks  consisting  of the
following:  (i) a $7.5 million  credit  facility  with a $2.5  million  seasonal
increase which is used for inventory  purchases and (ii) two back-to-back letter
of credit facilities  totaling $45 million.  At December 31, 2002, our Hong Kong
subsidiary  pledged $1.7 million in  certificates of deposit to one of its banks
to assure  the  availability  of the $7.5  million  credit  facility  and a $2.5
million   seasonal  line  increase.   As  of  December  31,  2002,   there  were
approximately $6.6 million and $5.4 million,  respectively, of letters of credit
outstanding under these credit facilities.

     At  present,  we believe  that  future  cash flow from  operations  and our
existing  institutional  financing noted above will be sufficient to fund all of
our cash requirements for the next twelve months.

     There  were no  substantial  commitments  for  capital  expenditures  as of
December 31, 2002.


Contingencies

     During the past  several  years,  SSG has used the  services  of  Strategic
Technologies,  Inc.  ("STI") to process their outbound truck freight bills.  STI
audited SSG's freight bills and provided a listing of freight invoices that were
scheduled  for  payment,  at which time SSG  transferred  funds to STI.  STI was
required to issue checks to the various  carriers within  forty-eight (48) hours
of receipt of SSG's funds. STI filed for reorganization  under Chapter 11 of the
U.S.  Bankruptcy Code on July 19, 2002,  which was converted to Chapter 7 of the
U.S.  Bankruptcy  Code on July 31, 2002. It is not possible for SSG to currently
determine  the amount of funds,  if any,  that were  transferred  to STI and not
subsequently forwarded to SSG's carriers. In certain circumstances, SSG may have
to pay their freight  carriers for invoices that were previously paid to STI and
to attempt to recover  such monies from STI. No  assurance  can be made that SSG
will be able to recover such money.

Critical Accounting Policies

     For the quarter ended  December 31, 2002,  the  significant  changes to our
accounting  policies from those  reported in Form 10-K for the fiscal year ended
March 31, 2002 were as follows:

Intangible Assets

     The sporting  goods segment has  significant  intangible  assets related to
goodwill and other acquired intangibles.  The determination of related estimated
useful lives and whether or not these assets are impaired  involves  significant
judgments.  Changes in strategy  and/or market  conditions  could  significantly

<PAGE>

impact these  judgments  and require  adjustments  to recorded  asset  balances.
Effective  April 1,  2002,  we  adopted  SFAS  142  which  requires  us to cease
amortization of goodwill,  to perform a transitional test for potential goodwill
impairment  upon  adoption,  and then  test  goodwill  for  impairment  at least
annually by reporting unit. See Note 8 - "Goodwill and Other Intangible Assets".

Inflation, Foreign Currency, and Interest Rates

     Neither inflation nor currency fluctuations had a significant effect on our
results of  operations  during the first  three  quarters  of fiscal  2003.  Our
exposure to currency  fluctuations  has been minimized by the use of U.S. dollar
denominated  purchase  orders,  and by  sourcing  production  in more  than  one
country.  The  consumer  electronics  segment  purchases  virtually  all  of its
products from manufacturers located in various Asian countries.

     The  interest on  borrowings  under our credit  facilities  is based on the
prime and LIBOR rate.  We have  entered  into an  interest  hedge  agreement  to
partially  mitigate such risk.  While a significant  increase in interest  rates
could have an adverse effect on our financial condition for that portion of debt
not covered by such interest hedge contracts,  we believe that given the present
economic  climate,  interest  rates are not  expected to increase  significantly
during the coming year.


Recent Pronouncements of the Financial Accounting Standards Board

     In April 2002, the FASB issued Statement of Financial  Accounting Standards
No. 145,  Rescission  of FASB  Statements  No. 4,44,  and 62,  Amendment of FASB
Statement  No. 13, and  Technical  Corrections  (Statement  145).  The effect of
implementing Statement 145 on the Company will be that under Statement 145 gains
and losses on  extinguishments of debt will be classified as income or loss from
continuing  operations rather than as extraordinary items as previously required
under Statement 4.

     In June 2002, the FASB issued Statement of Financial  Accounting  Standards
No. 146, Accounting for Costs Associated with Exit or Disposal  Activities.  The
effect of implementing Statement 146 on the Company will be that under Statement
146 a liability for a cost associated with an exit or disposal  activity will be
recognized  and measured at fair value only when the liability is incurred,  and
not at the date of an entity's commitment to an exit plan as previously required
under Emerging Issues Task Force (EITF) Issue No. 94-3.

<PAGE>

     In  December  2002,  the FASB  issued  Statement  of  Financial  Accounting
Standards No. 148,  Accounting  for  Stock-Based  Compensation  - Transition and
Disclosure.   Statement  148  provides  alternative  methods  of  transition  to
Statement  123's  fair  value  method of  accounting  for  stock-based  employee
compensation.  It also amends the disclosure provisions of Statement 123 and APB
Opinion  No. 28,  Interim  Financial  Reporting,  to require  disclosure  in the
summary  of  significant  accounting  policies  of the  effects  of an  entity's
accounting  with respect to stock-based  employee  compensation  on reported net
income  and  earnings  per share in annual  and  interim  financial  statements.
Statement 148's amendment of the transition and annual  disclosure  requirements
of  Statement's  123 are  effective  for fiscal years ending after  December 15,
2002. Statement 148's amendment of the disclosure  requirements of Opinion 28 is
effective for interim periods beginning after December 15, 2002.

Forward-Looking Information

     This report contains various  forward-looking  statements under the Private
Securities Litigation Reform Act of 1995 (the "Reform Act") and information that
is based on our beliefs as well as assumptions made by and information currently
available to us. When used in this report,  the words  "anticipate",  "believe",
"estimate", "expect", "predict", "project", and similar expressions are intended
to identify forward-looking  statements.  Such statements are subject to certain
risks,  uncertainties  and  assumptions.  Should  one or more of these  risks or
uncertainties  materialize,  or should  underlying  assumptions prove incorrect,
actual  results  may  vary  materially  from  those  anticipated,   expected  or
projected.  Among the key  factors  that could  cause  actual  results to differ
materially are as follows:  (i) the ability of the consumer  electronics segment
to continue selling products to two of its largest  customers whose net revenues
represented  22%  and  19%  of  fiscal  2002  consolidated  net  revenues;  (ii)
competitive  factors in the consumer  electronics  segment,  such as competitive
pricing  strategies  utilized by  retailers  in the  domestic  marketplace  that
negatively  impact  product  gross  margins;  (iii) the ability of the  consumer
electronics and sporting goods segments to maintain their  suppliers,  primarily
all of whom are located in the Far East for the  consumer  electronics  segment;
(iv) the ability of the sporting goods segment to have an uninterrupted shipping
service from outside  carriers;  (v) our ability to comply with the restrictions
imposed  upon us by our  outstanding  indebtedness;  and (vi)  general  economic
conditions and other risks. Due to these  uncertainties  and risks,  readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this report.  For  additional  risk factors as they
relate to the sporting  goods  segment,  see SSG's Form 10-K for the fiscal year
ended March 29,  2002 Item 7 - "Certain  Factors  that May Affect the  Company's
Business or Future  Operating  Results",  and SSG's Form 10-Q for the  quarterly
period  ended  December  27, 2002 Item 2 - "Certain  Factors that May Affect the
Company's Business or Future Operating Results".

<PAGE>

Item 3. Quantitative and Qualitative Disclosures About Market Risk

                  Not material.

Item 4. Controls and Procedures

     Within the 90-day  period prior to the filing of this  Quarterly  Report on
Form 10-Q,  we carried out an  evaluation,  under the  supervision  and with the
participation of management, including our Chief Executive Officer and our Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of our
disclosure  controls and procedures (as defined in Rules 13a-14 and 15d-14 under
the Securities and Exchange Act of 1934). Based upon that evaluation,  our Chief
Executive Officer and Chief Financial Officer have concluded that our disclosure
controls  and  procedures  are  effective  in timely  alerting  them to material
information relating to us (including our consolidated subsidiaries) required to
be included in our  periodic  SEC  filings.  Since the date of that  evaluation,
there have been no  significant  changes in our  internal  controls  or in other
factors that could significantly affect those controls, including any corrective
actions with regard to significant deficiencies and material weaknesses.



                            PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings.

     For information on litigation to which we are a party, reference is made to
Part 1  Item-3-Legal  Proceedings  in the Company's most recent annual report on
Form 10-K.


ITEM 2.  Changes in Securities and Use of Proceeds.

     None.


ITEM 3.  Default Upon Senior Securities.

     (a) None

     (b) None


ITEM 4.  Submission of Matters to a Vote of Security Holders.

     Not Applicable.


ITEM 5.  Other Information.

     (a) None

<PAGE>

ITEM 6.  Exhibits and Reports on Form 8-K.

         (a)      Exhibits:

10.27     Revolving Credit and  Term Loan Agreement  dated  June 28, 2002  among
          Emerson Radio Corp., Majexco, Imports, Inc., Emerson Radio (Hong Kong)
          Ltd.,  and Emerson Radio International Ltd. Jointly and Severally, and
          PNC Bank, National Association.*

10.35.1   Amended  Loan and  Security  Agreement  dated  October  1, 2002 by and
          Between Sport Supply Group,  Inc. and Congress  Financial  Corporation
          (incorporated by reference to Exhibit 10.2 of Sport Supply's Quarterly
          Report on Form 10-Q for the quarter ended December 27, 2002).

99.1      Certification of Chief Executive  Officer,  as required by Section 906
          of the Sarbanes-Oxley Act of 2002.*

99.2      Certification of Chief Financial  Officer,  as required by Section 906
          Of the Sarbanes-Oxley Act of 2002.*

     (b)  Reports on Form 8-K - During the three month period ended December 31,
          2002, no Form 8-K was filed.


* filed herewith


<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                               EMERSON RADIO CORP.
                                  (Registrant)



Date:         February 10, 2003  /s/ Geoffrey P. Jurick
                                 -----------------------
                                 Geoffrey P. Jurick
                                 Chairman, Chief Executive Officer and President



Date:        February 10, 2003  /s/ Kenneth A. Corby
                                --------------------
                                Kenneth A. Corby
                                Executive Vice President and
                                Chief Financial Officer


<PAGE>


                          CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Geoffrey P. Jurick, certify that:


1.   I have reviewed this quarterly report on Form 10-Q of Emerson Radio Corp.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

<PAGE>
          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and


6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



February 10, 2003

                           By: /s/ Geoffrey P. Jurick
                               ___________________________________
                               Geoffrey P. Jurick
                               Chief Executive Officer


<PAGE>

                          CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Kenneth A, Corby, certify that:


1.   I have reviewed this quarterly report on Form 10-Q of Emerson Radio Corp.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
<PAGE>

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



February 10, 2003
                                             By: /s/ Kenneth A. Corby
                                                 _______________________________
                                                 Kenneth A. Corby
                                                 Chief Financial Officer