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 June 30, 2001

                            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  the number of shares  outstanding  of common stock as of July 31,
2001: 31,343,978.

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>
<CAPTION>

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

                                                       Three Months Ended
                                               --------------------------------------
                                                 June 30, 2001         June 30, 2000
                                               ------------------     ---------------

<S>       <C>                                     <C>                    <C>
Net revenues                                      $ 77,079               $113,318

  Costs and expenses:

    Cost of sales                                   61,755                 93,500
    Other operating costs and expenses               1,345                  1,730
    Selling, general & administrative
      Expenses                                      11,323                 14,217
                                                 -------------       -------------

                                                    74,423                109,447
                                                 -------------        ------------

  Operating income                                   2,656                  3,871

  Interest expense, net                               (874)                  (965)
  Minority interest in net loss of
   consolidated subsidiary                             164                    217
                                                  ------------        ------------

Income before income taxes                           1,946                  3,123

  Provision (benefit) for income taxes                (247)                    78
                                                  ------------        ------------
  Net income                                      $  2,193               $  3,045
                                                  ============        ============
Net income per common share

    Basic                                         $    .07               $    .07
                                                  ============        ============
    Diluted                                       $    .06               $    .06
                                                  ============        ============
  Weighted average shares outstanding

    Basic                                           31,344                 43,853
                                                  ============        ============
    Diluted                                         34,948                 50,037
                                                  ============        ============
</TABLE>

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


<PAGE>
<TABLE>
<CAPTION>

                      EMERSON RADIO CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                                                               June 30, 2001        March 31, 2001
                                                                           -------------------    -----------------
                                                                                (Unaudited)
                        ASSETS
<S>                                                                             <C>                  <C>
 Current Assets:
   Cash and cash equivalents                                                    $  3,749             $  7,987
   Accounts receivable (less allowances of
      $4,019 and $4,498, respectively)                                            27,457               26,552
   Other receivables                                                               1,474                  781
   Inventories                                                                    50,394               44,477
   Prepaid expenses and other current assets                                       3,467                3,611
   Deferred tax assets                                                             1,585                1,419
                                                                              -------------          ----------
      Total current assets                                                        88,126               84,827

 Property and equipment - (net of
     accumulated depreciation and amortization
     of $4,215 and $3,594, respectively)                                          12,130               12,718
 Deferred catalog expenses                                                         1,656                2,437
 Goodwill and other intangible assets                                             12,985               13,388
 Deferred tax assets                                                               4,081                4,081
 Other assets                                                                      1,426                1,555
                                                                              -------------          ----------
      Total Assets                                                              $120,404             $119,006
                                                                              =============          ==========

                    LIABILITIES AND SHAREHOLDER'S EQUITY
 Current Liabilities:
   Short-term borrowings                                                        $  6,496             $  5,094
   Current maturities of long-term borrowings                                        128                  139
   Accounts payable and other current
     Liabilities                                                                  37,269               34,703
   Accrued sales returns                                                           4,274                4,913
   Income taxes payable                                                              204                  481
                                                                              -------------          ----------
      Total current liabilities                                                   48,371               45,330

 Long-term borrowings                                                             35,601               38,257
 Minority interest                                                                19,398               20,288

 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; 51,475,511 shares
     issued; 31,343,978 shares outstanding                                           515                  515
   Capital in excess of par value                                                113,459              113,459
   Accumulated other comprehensive losses                                           (114)                (118)
   Accumulated deficit                                                           (86,394)             (88,843)
   Treasury stock, at cost 20,131,533 and
     20,131,533 shares, respectively                                             (13,742)             (13,192)
                                                                              -------------         ------------
      Total shareholders' equity                                                  17,034               15,131
                                                                              -------------         ------------
      Total Liabilities and Shareholders' Equity                                $120,404             $119,006
                                                                              =============         ============
</TABLE>

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

<PAGE>
<TABLE>

                      EMERSON RADIO CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)

                                                                                          Three Months Ended
                                                                                -------------------------------------
                                                                                  June 30, 2001       June 30, 2000
                                                                                ----------------     ----------------

Cash Flows from Operating Activities:

<S>                                                                                 <C>                  <C>
  Net cash provided (used) by operating
    Activities                                                                      $(2,075)             $ 6,308
                                                                                ----------------     ----------------
Cash Flows from Investing Activities:
  Investment in affiliate, net of cash acquired
         of $161                                                                       (315)                (641)
  Other                                                                                ( 33)                ( 87)
                                                                                ----------------     ----------------
  Net cash used by investing activities                                                (348)                (728)

Cash Flows from Financing Activities:
  Purchase of  common stock and options                                                (550)              (6,075)
  Net repayments of borrowings                                                       (1,265)              (  751)
                                                                                ----------------     ----------------
  Net cash  used by financing activities                                             (1,815)              (6,826)

Net decrease in cash and cash
    Equivalents                                                                      (4,238)              (1,246)
Cash and cash equivalents at beginning
    of year                                                                           7,987                8,539
                                                                                ----------------     ----------------

      Cash and cash equivalents at end of period                                     $3,749               $7,293
                                                                                ================     ================

</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  -  the  "Company")  and  its  majority-owned
subsidiaries, including Sport Supply Group, Inc. ("SSG").

     The Company  operates 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 51.9%
ownership of SSG, manufactures and markets 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 the Company's  consolidated financial position as of
June 30, 2001 and the results of operations for the quarters ended June 30, 2001
and 2000. 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 the Company's 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, 2001 ("Fiscal 2001"), included in the Company's annual report on
Form 10-K.

     The consolidated  financial  statements include the accounts of the Company
and  all  of its  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 the Company's  consumer  electronics  segment
and its sporting goods segment,  the results of operations for the quarter ended
June 30, 2001 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, 2002 ("Fiscal 2002").

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



<PAGE>



NOTE 2 - COMPREHENSIVE INCOME


         The Company's comprehensive income for the three months ended June 30,
2001 and 2000 are as follows (in thousands):

<TABLE>
<CAPTION>

                                                                                Three Months Ended
                                                                      ---------------------------------
                                                                         June 30,              June 30,
                                                                           2001                  2000
                                                                      -------------         ------------

<S>                                                                   <C>                   <C>
     Net income                                                       $ 2,193                $ 3,045
     Currency translation adjustment                                      --                      (1)
     Unrealized gains (losses) on
        securities, net                                                     4                    (20)
                                                                      -------------        -----------

     Comprehensive income                                             $ 2,197                $ 3,024
                                                                      =============        ===========
</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
                                                                                        Months Ended
                                                                            ----------------------------------------
                                                                               June 30, 2001          June 30, 2000
                                                                            -------------------      ---------------
Numerator:
<S>                                                                            <C>                          <C>
Net income                                                                     $ 2,193                      $ 3,045
Less:  preferred stock dividends                                                   --                            13
                                                                             ------------------        --------------
Numerator for basic earnings per
    share - income available to
    common stockholders                                                          2,193                        3,032
Add back to effect assumed conversions:
  Preferred stock dividends                                                        --                            13
                                                                             ------------------        ---------------
  Numerator for diluted earnings
     per share                                                               $   2,193                    $   3,045
                                                                             ==================        ===============

Denominator:
Denominator for basic earnings
    per share - weighted average
    shares                                                                      31,344                       43,853
Effect of dilutive securities:
  Preferred shares                                                               3,154                        6,184
  Options                                                                          450                          --
                                                                             ------------------       -----------------
Denominator for diluted earnings
    per share - adjusted weighted
    average shares and assumed
    conversions                                                                 34,948                       50,037
                                                                             ==================       =================
Basic earnings per share                                                     $     .07                    $     .07
                                                                             ==================       =================
Diluted earnings per share                                                   $     .06                    $     .06
                                                                             ==================       =================
</TABLE>

NOTE 4- CAPITAL STRUCTURE

     The outstanding  capital stock of the Company at June 30, 2001 consisted of
common stock and Series A convertible  preferred stock. The preferred shares are
convertible into common shares until March 31, 2002.

     During the quarters  ended June 30, 2001 and 2000 there were no conversions
of Series A Preferred Stock. If all existing  outstanding  preferred shares were
converted at June 30, 2001,  approximately 3.2 million  additional common shares
would be issued. The Preferred Stock accrued dividends, on a cumulative basis at
1.4% through March 31, 2001. No further dividends are accruable on the Preferred
Stock.  At June 30,  2001,  the  Company  was in  compliance  with  the  default
provisions and owed dividends in arrears of $990,000.

     At June 30, 2001, Emerson had outstanding approximately 1.7 million options
with  exercise  prices  ranging from $1.00 to $1.50.  At June 30, 2001,  SSG had
outstanding  approximately  926,000  options with exercise  prices  ranging from
$1.38 to $9.44.

     At June 30, 2001,  the Company  also had  outstanding  approximately  $20.8
million of Senior Subordinated Convertible Debentures due in 2002. See "Note 9 -
Long Term Debt".


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
for  the  sporting  goods  segment,   weighted-average  cost  method  for  items
manufactured  and for items purchased for resale.  As of June 30, 2001 and March
31, 2001, inventories consisted of the following:

<TABLE>
<CAPTION>

                                                                    June 30, 2001             March 31, 2001
                                                                   ------------------     --------------------
                                                                                    (In thousands)

<S>                                                                     <C>                         <C>
     Raw materials                                                      $3,132                      $3,728
     Work-in-process                                                       411                         377
     Finished                                                           49,386                      42,643
                                                                   ------------------        -----------------
                                                                        52,929                      46,748
     Less inventory allowances                                          (2,535)                     (2,271)
                                                                   ------------------        -----------------
                                                                     $  50,394                   $  44,477
                                                                   ==================        =================
</TABLE>

NOTE 6 - INVESTMENT IN SPORT SUPPLY GROUP, INC.
-----------------------------------------------

     As of June 30,  2001 and  March  31,  2001,  Emerson  owned  4,623,023  and
4,463,223 (51.9% and 50.1% of the issued and outstanding) shares of common stock
of SSG, respectively.  Accordingly,  since fiscal 2001 Emerson accounted for its
investment in SSG by consolidating  SSG under the purchase method of accounting.
Prior to fiscal 2001,  Emerson  accounted  for its  investment  in SSG under the
equity method.  SSG's results of operations and the minority interest related to
those  results  have  been  included  in  the  Company's  quarterly  results  of
operations  as though it had been  acquired at the  beginning  of the year ended
March 31, 2001.

     Effective March 1997, Emerson entered into a Management  Services Agreement
with SSG,  under  which  SSG  provides  various  managerial  and  administrative
services to Emerson for a fee.  Management  believes that the transactions under
the management services agreement are reflective of arms length transactions.


NOTE 7 - LONG-TERM BORROWINGS

     As of June 30, 2001 and March 31, 2001  long-term  borrowings  consisted of
the following:

<TABLE>
<CAPTION>

                                                               June 30, 2001     March 31, 2001
                                                               --------------    --------------
<S>              <C>                                             <C>                <C>
8 1/2% Senior Subordinated Convertible
  Debentures Due 2002                                            $20,750            $20,750
Notes payable under revolving line
  of credit                                                       14,625             17,088
Equipment notes and other                                            354                558
                                                                 -------------     ----------
                                                                  35,729             38,396

Less current maturities                                              128                139
                                                                 -------------     ----------
  Long term debt and notes payable                               $35,601            $38,257
                                                                 =============     ==========
</TABLE>


     The Senior Subordinated Convertible Debentures Due 2002 ("Debentures") were
issued by Emerson in August 1995. The Debentures  bear interest at the rate of 8
1/2% per annum, payable quarterly, and mature on August 15, 2002. The Debentures
are convertible  into shares of the Company'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 are redeemable
in whole or in part at the  Company's  option at a  redemption  price of 102% of
principal  until August 15, 2001,  and  thereafter at 101% until  maturity.  The
Debentures are  subordinated to all existing and future senior  indebtedness (as
defined in the Indenture  governing the  Debentures).  The Debentures  restrict,
among other things,  the amount of senior  indebtedness  and other  indebtedness
that the Company and, in certain instances, its consolidated  subsidiaries,  may
incur.  Each holder of  Debentures  has the right to cause the Company to redeem
the  Debentures if certain  designated  events (as defined)  should  occur.  The
Debentures are subject to certain restrictions on transfer, although the Company
has registered  the offer and sale of the  Debentures and the underlying  common
stock.

     Notes payable under a revolving  line of credit  (Revolver)  were issued by
SSG in March 2001,  replacing a prior  facility.  The  facility  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.  At June 30, 2001,  the  interest  rate
charged under this  facility was 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
Loan and Security Agreement, the Company is restricted from, among other things,
paying  cash  dividends  and  entering  into  certain  transactions  without the
lender's prior consent. (c)


Note 8 - SEGMENT INFORMATION

     The following table presents certain operating segment information for each
of the three month periods ended June 30, 2001 and 2000 (in thousands):

                                                       Consumer        Sporting
                                                      Electronics       Goods
        June 30, 2001:
        Net revenues from
          external customers                           $49,124         $27,955
        Income (loss) before
          income taxes                                  $2,392           ($446)
        Segment assets                                 $55,264         $65,140

        June 30, 2000:
        Net revenues from
          external customers                           $82,561         $30,757
        Income (loss) before
          income taxes                                  $3,480           ($357)
        Segment assets                                 $32,625         $74,585

Note 9 - LEGAL PROCEEDINGS


     The Company is involved in legal proceedings and claims of various types in
the ordinary  course of its  business.  While any such  litigation  to which the
Company is a party  contains  an element of  uncertainty,  management  presently
believes  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 the Company's consolidated financial position.


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,  for the periods  indicated,  certain items
related to the  consolidated  statements  of  operations  as a percentage of net
revenues.

     For the quarters ended June 30, 2001 and 2000

                                                  2001                2000
                                              --------------    --------------
                                                         (Unaudited)
Net revenues  (in thousands)                     $77,079           $113,318
                                                   100.0%             100.0%
Cost of sales                                       80.1%              82.5%
Other operating costs and
 expenses                                            1.7%               1.5%
Selling, general and
 administrative expenses                            14.7%              12.6%
     Operating income                                3.5%               3.4%
Provision (benefit) for income
 taxes
                                                    (0.3%)              0.1%
     Net income                                      2.8%               2.7%


Results of  Consolidated  Operations - Quarter ended June 30, 2001 compared with
Quarter ended June 30, 2000

     Net  Revenues - Net revenues for the three month period ended June 30, 2001
decreased  $36.2  million  (32.0%) as compared to the same period ended June 30,
2000.  The decrease was primarily  from the consumer  electronics  segment which
experienced  higher than  normal  revenues  in the June 30,  2000  quarter,  and
customer ordering patterns returning to a more traditional  pattern for the June
30, 2001 quarter.  Full year revenues for the consumer  electronics  segment for
fiscal 2002 are expected to approximate  the full year revenues for the consumer
electronics segment as reported for fiscal 2001.

     Cost  of  Sales  - Cost of  sales,  as a  percentage  of  consolidated  net
revenues, decreased from 82.5% for the three months ended June 30, 2000 to 80.1%
for the same period in fiscal 2002.  The decrease was primarily  from lower cost
of sales as a  percentage  of net revenue in the consumer  electronics  segment,
partially  offset  by a higher  cost of sales  as a  percentage  of sales in the
sporting goods segment.

     Other Operating Costs and Expenses - Other operating costs and expenses are
associated with the consumer  electronics  segment. As a percent of consolidated
net revenues,  other  operating  costs  increased from 1.5% for the three months
ended June 30, 2000 to 1.7% for the same period in fiscal  2002,  primarily as a
result of a lower revenue base.

     Selling,  General  and  Administrative  Expenses  ("S,G&A")  - S,G&A,  as a
percentage of consolidated  net revenues,  were 14.7% for the three months ended
June 30, 2001 as compared to 12.6% for the three months ended June 30, 2000. The
increase in S,G&A as a percentage of consolidated net revenues was higher due to
a lower  revenue base for fiscal 2002.  In absolute  terms SG&A  decreased  from
$14.2 million for the first three months of fiscal 2001 as compared to $11.3 for
the first three months of fiscal 2002. The decrease in absolute terms was due to
both the consumer  electronics and sporting goods segments  reducing their S,G&A
costs during the three months ended June 30, 2001.

     Provision (benefit) for Income Taxes - The benefit for income taxes for the
three  months  ended June 30, 2001 of  $247,000  was the result of a foreign tax
benefit in the consumer electronics  segment,  partially offset by a Federal tax
provision, and a Federal tax benefit in the sporting goods segment.

<PAGE>

     Net Income - As a result of the foregoing  factors,  the Company earned net
income of $2.2  million for the three  months ended June 30, 2001 as compared to
$3.0 million for the three months ended June 30, 2000.

Consumer Electronics Segment:

     The following table summarizes  certain financial  information  relating to
the consumer  electronics  segment for the three months ending June 30, 2001 and
2000(in thousands):

<TABLE>
<CAPTION>
                                                   2001                           2000
                                           ------------------------       ---------------------
                                                                   (Unaudited)
<S>                                              <C>                            <C>
Net revenues                                     $ 49,124                       $82,561
                                            ------------------------       --------------------

Cost of sales                                      41,739                        72,144
Other operating costs                               1,345                         1,730
Selling, general &
   administrative                                   3,031                         4,689
                                            ------------------------       --------------------
Operating income                                    3,009                         3,998
Interest expense, net                                 617                           518
                                            ------------------------       --------------------
  Income before income
      taxes                                         2,392                         3,480
Provision (benefit) for
  income taxes                                        (57)                          278
                                            ------------------------       --------------------
     Net income                                   $ 2,449                       $ 3,202
                                            ========================       ====================
</TABLE>


Results  of  Consumer  Electronics  Operations  - Quarter  ended  June 30,  2001
compared with Quarter ended June 30, 2000

     Net  Revenues - Net  revenues  for the three  months  ended  June 30,  2001
decreased  $33.4  million  (40.5%) as compared to the same period ended June 30,
2000.  The decrease in net revenues  resulted  primarily from higher than normal
revenues in the June 30, 2000 quarter,  and customer ordering patterns returning
to a more traditional pattern for the June 30, 2001 quarter. The decrease in net
revenues  was  comprised  of  decreases  in unit  sales  of audio  products  and
microwave  ovens  products.  Licensing  revenues were $1.3 million for the first
three  months of fiscal  2002 as  compared  to $1.2  million for the first three
months of fiscal 2001.

     Cost of Sales - Cost of sales, as a percentage of consumer  electronics net
revenues  decreased from 87.4% for the three months ended June 30, 2000 to 85.0%
for the three  months  ended June 30,  2001.  The decrease in cost of sales as a
percentage of consumer  electronics  net revenues was primarily  attributable to
lower product  returns and a greater  impact of licensing  revenue which have no
direct associated costs on a lower revenue base.

<PAGE>

     The  consumer  electronics  segment  gross  profit  margins  continue to be
subject to competitive pressures arising from pricing strategies associated with
the price categories of the consumer electronics market in which it competes.

     Other  Operating Costs and Expenses - Other operating costs and expenses as
a percentage of consumer  electronics  net revenues  increased from 2.1% for the
three  months  ended June 30, 2000 to 2.7% for the three  months  ended June 30,
2001.  The increase as a  percentage  of consumer  electronics  net revenues was
primarily due to the effect of a lower revenue base, while in absolute terms the
decrease of $385,000  between  fiscal 2001 and 2002 was primarily due to reduced
returns processing fees.

     Selling,  General  and  Administrative  Expenses  ("S,G&A")  - S,G&A,  as a
percentage of consumer electronics net revenues, increased to 6.2% for the three
months  ended June 30,  2001 from 5.7% in fiscal  2001.  The  increase  in S,G&A
between  fiscal  2002 and  2001 as a  percentage  of  consumer  electronics  net
revenues was attributable to a lower net revenue base. In absolute terms,  S,G&A
decreased by  approximately  $1.7 million for the three months of fiscal 2002 as
compared to the same period in fiscal 2001  primarily due to recoveries of prior
period   provisions   related  to  substandard   receivables,   a  reduction  in
co-operative advertising costs, and lower professional fees.

     Interest  Expense,  net - Interest expense  increased from $518,000 for the
three months of fiscal 2001 to $617,000 for the three months of fiscal 2002. The
increase  was  attributable  primarily  to an increase in  borrowings  and lower
interest income.

     Provision for Income Taxes - Emerson's benefit for income taxes was $57,000
for the three  months ended June 30, 2001 as compared to a provision of $278,000
for the first three  months of fiscal  2000.  The  benefit of $57,000  consisted
primarily of a foreign benefit partially offset by a Federal tax provision.

     Net  Income - As a result  of the  foregoing  factors,  net  income of $2.5
million was earned for the three  months ended June 30, 2001 as compared to $3.2
million for the three months ended June 30, 2000.


Sporting Goods Segment:

     Management  monitors  the  sporting  goods  segment  based  on the  results
reported by SSG using their  historical  basis.  The  difference  between  SSG's
reported  net loss of $333,000  for the three months ended June 30, 2001 and the
net loss  included in the  consolidated  net income of the Company of  $256,000,
resulted from minority  interest in the net loss of SSG of $164,000,  reduced by
additional purchase price related depreciation and amortization of $87,000.

<PAGE>

     The following table summarizes  certain financial  information  relating to
the  sporting  goods  segment as reported by SSG for the three months ended June
30, 2001 and 2000 (in thousands):

                                        2001                   2000
                                  -------------------    -------------------
Net revenues                         $ 27,955               $  30,757
                                  -------------------    -------------------
Cost of sales                          20,016                  21,356
Selling, general &
  administrative                        8,205                   9,482
                                  -------------------    -------------------
 Operating loss                          (266)                    (81)
Interest expense, net                     257                     448
                                  -------------------    -------------------
  Loss before income
   taxes                                 (523)                   (529)
Benefit for income taxes
                                          190                     200
                                  -------------------    -------------------
          Net loss                      $(333)                  $(329)
                                  ===================    ===================

     Results of Sporting Goods Operations - Quarter ended June 30, 2001 compared
with Quarter ended June 30, 2000

     Net Revenues - Net revenues decreased approximately $2.8 million (9.1%) for
the three month period ended June 30, 2001 as compared to the three month period
ended June 30, 2000. The decrease in sporting goods net revenues was primarily a
result of competitive pressures in the marketplace,  a decline in youth baseball
registrations, and a general slow-down in the economy.

     Cost of Sales - Cost of  sales,  as a  percentage  of  sporting  goods  net
revenues, increased from 69.4% for the three month period ended June 30, 2000 to
71.6% for the three month period ended June 30, 2001. Cost of sales increased as
a  percentage  of  sporting  goods net  revenues  due to product  mix shifts and
pricing pressure in the institutional sporting goods marketplace. SSG expects to
continue to experience a higher cost of sales as a percentage of sporting  goods
net revenues as compared to the previous year due to these factors.

     Selling,  General and  Administrative  Expenses  ("S,G&A") - S,G&A expenses
decreased  approximately  $1.3 million for the three month period ended June 30,
2001 as compared to the three month period ended June 30, 2000.  As a percentage
of sporting  goods net  revenues,  S,G& A decreased  to 29.4% from 30.8% for the
three month  period  ended June 30,  2001 as compared to the three month  period
ended June 30, 2000. The decrease as a percentage of sporting goods net revenues
in S,G&A expenses was primarily a result of a reduction of promotional  expenses
of   approximately   $414,000;   a  decrease  in  payroll  related  expenses  of
approximately $403,000,  which was the result of a reduced headcount,  primarily
in the sales and sales administration areas; and certain cost reduction programs
implemented to reduce future operating expenses.

     Interest  Expense,  net -  Interest  expense,  decreased  by  approximately
$190,000 for the three month period ended June 30, 2001 as compared to the three
month period  ended June 30, 2000,  due  primarily  to lower  overall  borrowing
levels.

     Benefit  for Income  Taxes - SSG  recorded a tax  benefit of  approximately
$190,000  for the three  months ended June 30, 2001 as compared to a tax benefit
of $200,000 for the same period in fiscal 2001.  The tax benefits  resulted from
the utilization of net operating loss carryforwards.


 Liquidity and Capital Resources

     Net cash  utilized by operating  activities  was $2.1 million for the three
months  ended  June 30,  2001.  Cash was  primarily  utilized  as a result of an
increase in inventories,  trade and other receivables,  and was partially offset
by the profitability of the Company and an increase in accounts payable.

     Net cash used by  investing  activities  was  $348,000 for the three months
ended June 30, 2001.  Cash was utilized  primarily for  additional  purchases of
shares of common stock of SSG.

     Net cash  used for  financing  activities  was $1.8  million  for the three
months ended June 30, 2001. Cash was primarily  utilized for the extension of an
option to purchase the Company's stock and a decrease in borrowings.

     Emerson and SSG maintain  asset-based  credit facilities of $10 million and
$25 million,  respectively.  These  facilities  provide for revolving  loans and
letters of credit,  subject to certain limits which,  in the  aggregate,  cannot
exceed  the  lesser  of $10  million  and  $25  million  for  Emerson  and  SSG,
respectively,  or a "Borrowing  Base" amount based on specified  percentages  of
eligible  accounts  receivable and inventories.  Emerson and SSG are required to
maintain certain net worth levels, which they were both in compliance with as of
June 30, 2001. At June 30, 2001, there were approximately $6.5 million and $14.6
million of  borrowings  outstanding  under these  facilities by Emerson and SSG,
respectively.  No letters of credit were outstanding by either Emerson or SSG as
of June 30, 2001.

     The Company's  Hong Kong  subsidiary  currently  maintains  various  credit
facilities,  as  amended,  aggregating  $40.0  million  with a bank in Hong Kong
consisting  of the  following:  (i) a $5.0  million  credit  facility  which  is
generally  used for  letters of credit for  inventory  purchases  and (ii) a $35

<PAGE>

million credit facility,  for the benefit of a foreign subsidiary,  which is for
the  establishment  of  back-to-back  letters of credit.  At June 30, 2001,  the
Company's Hong Kong subsidiary  pledged $1.75 million in certificates of deposit
to this bank to assure the availability of the $5.0 million credit facility.  At
June 30,  2001,  there  were  approximately  $4.2  million  and  $14.9  million,
respectively, of letters of credit outstanding under these credit facilities.

     At present,  management  believes that future cash flow from operations and
its existing institutional  financing noted above will be sufficient to fund all
of the Company's cash requirements for the next twelve months.

     There were no  substantial  commitments  for  purchase  orders  outside the
normal purchase orders used to secure product as of June 30, 2001.

Inflation, Foreign Currency, and Interest Rates

     Neither inflation nor currency fluctuations had a significant effect on the
Company's  results of operations  during the first  quarter of Fiscal 2002.  The
Company's  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 the Company's  credit  facilities is based
on the prime rate. While a significant  increase in interest rates could have an
adverse  effect on the  financial  condition  and results of  operations  of the
Company,  management believes 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 June 2001, the Financial Accounting Standards Board issued Statements of
Financial  Accounting  Standards No. 141,  Business  Combinations,  and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill and intangible assets deemed to
have indefinite  lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statements. Other intangible assets will
continue to be amortized over their useful lives.

     The Company will apply the new rules on  accounting  for goodwill and other
intangible  assets  beginning in the first quarter of 2003.  Application  of the
nonamortization  provisions  of  the  Statement  is  expected  to  result  in an
approximate  increase in the net income of  $250,000  ($.01 per share) per year.
During  fiscal  2003,  the  Company  will  perform  the  first  of the  required

<PAGE>

impairment tests of goodwill and indefinite lived intangible  assets as of April
1, 2002 and has not yet determined what the effect of these tests will be on the
earnings and financial position of the Company.


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 Management's  beliefs as well as assumptions made by and information
currently  available  to  management.  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  41% and 14% of fiscal  2001  consolidated  net  revenues;
(ii)reduced sales to the United States Government by the sporting goods segment,
due to a reduction in  Government  spending;  (iii)  competitive  factors in the
consumer electronics segment, such as competitive pricing strategies utilized by
retailers in the domestic  marketplace  that  negatively  impacts  product gross
margins;  (iv) 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;  (v)the ability of the sporting
goods segment to have an uninterrupted  shipping service from outside  carriers,
such as United  Parcel  Service;  (vi) the ability of the Company to comply with
the  restrictions  imposed upon it by its  outstanding  indebtedness;  and (vii)
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 31,  2001 Item 7 - "Certain  Factors
that May Affect the Company's Business of Future Operating Results".

Item 3. Quantitative and Qualitative Disclosures About Market Risk

         Not material.

<PAGE>

                            PART II OTHER INFORMATION

ITEM 1.      Legal Proceedings.

     For information on litigation to which the Company is 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

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

          (a) Exhibits:

              None

          (b)  Reports on Form 8-K - During the three  month  period  ended June
               30, 2001, no Form 8-K was filed.

<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:    August 7, 2001             /s/ Geoffrey P. Jurick
                                    --------------------------------------
                                    Geoffrey P. Jurick
                                    Chairman, Chief Executive Officer and
                                    President



Date:   August 7, 2001              /s/ Kenneth A. Corby
                                    ---------------------
                                    Kenneth A. Corby
                                    Executive Vice President and
                                    Chief Financial Officer