##### 



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period fromto
 Commission file number 001-07731
 EMERSON RADIO CORP.
  DELAWARE
    
    22-3285224(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 9 Entin Road Parsippany, New Jersey
    
    07054(Address of principal executive offices)
    
    (Zip code)
  
  
  þ o
  o o þ
 o þ




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##### 



Item 1. Financial Statements.
 EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except earnings per share data)
 Three Months Ended
    
    
    Nine Months EndedDecember 31
    
    
    December 312006
    
    
    2005
    
    
    2006
    
    
    2005Net revenues
    
    $
    89,339
    
    
    $
    76,514
    
    
    $
    244,168
    
    
    $
    192,737Costs and expenses:Cost of sales
    
    
    64,344
    
    
    
    66,555
    
    
    
    177,920
    
    
    
    167,577Cost of sales-related party
    
    
    12,148
    
    
    
    
    
    
    
    33,090
    
    
    
    Other operating costs and expenses
    
    
    1,330
    
    
    
    1,823
    
    
    
    4,355
    
    
    
    4,663Selling, general and administrative
expenses (exclusive of non-cash
compensation shown below)
    
    
    5,402
    
    
    
    5,588
    
    
    
    16,208
    
    
    
    14,810Acquisition costs
    
    
    
    
    
    
    
    
    
    
    21
    
    
    
    Non-cash compensation
    
    
    83
    
    
    
    90
    
    
    
    138
    
    
    
    26083,307
    
    
    
    74,056
    
    
    
    231,732
    
    
    
    187,310Operating income
    
    
    6,032
    
    
    
    2,458
    
    
    
    12,436
    
    
    
    5,427Interest expense, net
    
    
    457
    
    
    
    370
    
    
    
    564
    
    
    
    976Income before income taxes and
discontinued operations
    
    
    5,575
    
    
    
    2,088
    
    
    
    11,872
    
    
    
    4,451Provision for income taxes
    
    
    1,880
    
    
    
    693
    
    
    
    3,792
    
    
    
    1,638Income from continuing operations
    
    
    3,695
    
    
    
    1,395
    
    
    
    8,080
    
    
    
    2,813Income from discontinued
operations, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    272Gain on sale of Sport Supply
Group, Inc., net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,646Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,918Net income
    
    $
    3,695
    
    
    $
    1,395
    
    
    $
    8,080
    
    
    $
    15,731Basic net income per share:Continuing operations
    
    $
    0.14
    
    
    $
    0.05
    
    
    $
    0.30
    
    
    $
    0.10Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.48$
    0.14
    
    
    $
    0.05
    
    
    $
    0.30
    
    
    $
    0.58Diluted net income per share:Continuing operations
    
    $
    0.14
    
    
    $
    0.05
    
    
    $
    0.30
    
    
    $
    0.10Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.48$
    0.14
    
    
    $
    0.05
    
    
    $
    0.30
    
    
    $
    0.58Weighted average shares
outstanding:Basic
    
    
    27,097
    
    
    
    27,048
    
    
    
    27,080
    
    
    
    27,089Diluted
    
    
    27,117
    
    
    
    27,154
    
    
    
    27,121
    
    
    
    27,185
 
 2




---



##### 



EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
 December 31, 2006
    
    
    March 31, 2006(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    11,062
    
    
    $
    17,517Restricted cash
    
    
    3,000
    
    
    
    3,000Accounts receivable (less allowances of $4,660 and
$4,770, respectively)
    
    
    22,149
    
    
    
    18,996Other receivables
    
    
    1,690
    
    
    
    1,427Due from affiliates
    
    
    22,605
    
    
    
    Inventories
    
    
    40,516
    
    
    
    33,003Prepaid expenses and other current assets
    
    
    4,913
    
    
    
    3,694Deferred tax assets
    
    
    3,344
    
    
    
    4,350Total current assets
    
    
    109,279
    
    
    
    81,987Property, plant and equipment, net
    
    
    2,467
    
    
    
    2,500Trademarks and other intangible assets, net
    
    
    325
    
    
    
    442Deferred tax assets
    
    
    5,422
    
    
    
    6,861Other assets
    
    
    125
    
    
    
    712Total assets
    
    $
    117,618
    
    
    $
    92,502LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Short-term borrowings
    
    $
    4,727
    
    
    $
    1,841Revolving credit facilities
    
    
    7,786
    
    
    
    Current maturities of long-term borrowings
    
    
    148
    
    
    
    85Accounts payable and other current liabilities
    
    
    22,051
    
    
    
    18,121Accrued sales returns
    
    
    2,316
    
    
    
    1,583Income taxes payable
    
    
    1,451
    
    
    
    142Total current liabilities
    
    
    38,479
    
    
    
    21,772Long-term borrowings
    
    
    685
    
    
    
    575Shareholders equity:Preferred shares  10,000,000 shares authorized, 3,677
shares issued and outstanding
    
    
    3,310
    
    
    
    3,310Common
shares  $.01 par value, 75,000,000 shares
authorized; 52,945,797 and 52,900,297 shares issued,
27,109,832 and 27,064,332 shares outstanding,
respectively
    
    
    529
    
    
    
    529Capital in excess of par value
    
    
    117,316
    
    
    
    117,085Accumulated other comprehensive losses
    
    
    (82
    )
    
    
    (70
    )Accumulated deficit
    
    
    (18,395
    )
    
    
    (26,475
    )Treasury stock, at cost, 25,835,965 shares
    
    
    (24,224
    )
    
    
    (24,224
    )Total shareholders equity
    
    
    78,454
    
    
    
    70,155Total liabilities and shareholders equity
    
    $
    117,618
    
    
    $
    92,502
 
 3




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##### 



EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 Nine Months EndedDecember 312006
    
    
    2005Cash flows from operating activities:Income from continuing operations
    
    $
    8,080
    
    
    $
    2,813Adjustments to reconcile income from continuing operations
To net cash used by continuing operations:Depreciation and amortization
    
    
    701
    
    
    
    921Non cash compensation
    
    
    138
    
    
    
    260Deferred tax expenses
    
    
    2,445
    
    
    
    1,312Asset allowances, reserves and other
    
    
    2,253
    
    
    
    2,808Changes in assets and liabilities:Restricted cash
    
    
    
    
    
    
    2,616Accounts receivable
    
    
    (4,325
    )
    
    
    (11,898
    )Other receivables
    
    
    (263
    )
    
    
    269Due from affiliates
    
    
    (22,605
    )
    
    
    Inventories
    
    
    (7,861
    )
    
    
    (747
    )Prepaid expenses and other current assets
    
    
    (1,219
    )
    
    
    289Other assets
    
    
    525
    
    
    
    (699
    )Accounts payable and other current liabilities
    
    
    3,929
    
    
    
    6,442Income taxes payable
    
    
    1,309
    
    
    
    131Operating cash flow (used) by continuing operations
    
    
    (16,893
    )
    
    
    4,517Operating cash flow (used) by discontinued operations
    
    
    
    
    
    
    220Net cash (used) provided by operating activities
    
    
    (16,893
    )
    
    
    4,737Cash flows from investing activities:Additions to property and equipment (continuing operations)
    
    
    (225
    )
    
    
    (654
    )Investing activities of discontinued operations, including
proceeds from sale of SSG (net of cash at date of sale)
    
    
    
    
    
    
    29,488Net cash (used) provided by investing activities
    
    
    (225
    )
    
    
    28,834Cash flows from financing activities:Short-term borrowings
    
    
    31,894
    
    
    
    7,500Repayments of short-term borrowings
    
    
    (24,045
    )
    
    
    (7,500
    )Net borrowings (repayments) under revolving credit facility
    
    
    2,886
    
    
    
    (11,267
    )Purchase of treasury stock
    
    
    
    
    
    
    (392
    )Exercise of stock options
    
    
    94
    
    
    
    Long-term borrowings
    
    
    63,321
    
    
    
    34,702Repayments of long-term borrowings
    
    
    (63,487
    )
    
    
    (46,050
    )Financing activities of continuing operations
    
    
    10,663
    
    
    
    (23,007
    )Financing activities of discontinued operations
    
    
    
    
    
    
    (143
    )Net cash provided (used) by financing activities
    
    
    10,663
    
    
    
    (23,150
    )Net (decrease) increase in cash and cash equivalents
    
    
    (6,455
    )
    
    
    10,421Cash and cash equivalents at beginning of period (including
cash of discontinued operations of $0 and $1,141,
respectively)
    
    
    17,517
    
    
    
    2,958Cash and cash equivalents at end of period
    
    $
    11,062
    
    
    $
    13,379
   4




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##### 



EMERSON RADIO CORP. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 1  BACKGROUND AND BASIS OF PRESENTATION
 ®
   5




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##### 



NOTE 2  COMPREHENSIVE INCOME
  Three Months Ended
    
    
    Nine Months EndedDecember 31
    
    
    December 312006
    
    
    2005
    
    
    2006
    
    
    2005(Unaudited)
    
    
    (Unaudited)Income from
continuing
operations
    
    $
    3,695
    
    
    $
    1,395
    
    
    $
    8,080
    
    
    $
    2,813Recognition of
realized losses in
Net income
    
    
    (5
    )
    
    
    
    
    
    
    (2
    )
    
    
    Change in
unrealized (loss)
gain on
securities, net
    
    
    
    
    
    
    1
    
    
    
    (10
    )
    
    
    16Comprehensive income
    
    $
    3,690
    
    
    $
    1,396
    
    
    $
    8,068
    
    
    $
    2,829
 6




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##### 



NOTE 3  NET EARNINGS PER SHARE
  Three Months Ended
    
    
    Nine Months EndedDecember 31
    
    
    December 312006
    
    
    2005
    
    
    2006
    
    
    2005(Unaudited)
    
    
    (Unaudited)Numerator:Net earnings from continuing
operations for basic and
diluted earnings per share
    
    $
    3,695
    
    
    $
    1,395
    
    
    $
    8,080
    
    
    $
    2,813Denominator:Denominator for basic earnings
per share  weighted average
shares
    
    
    27,097
    
    
    
    27,048
    
    
    
    27,080
    
    
    
    27,089Effect of dilutive securities
on denominator:Options and warrants
    
    
    20
    
    
    
    106
    
    
    
    41
    
    
    
    96Denominator for diluted
earnings per share 
weighted average shares and
assumed conversions
    
    
    27,117
    
    
    
    27,154
    
    
    
    27,121
    
    
    
    27,185Earnings from continuing operations
Basic and diluted earnings per
share
    
    $
    0.14
    
    
    $
    0.05
    
    
    $
    0.30
    
    
    $
    0.10
 NOTE 4- SHAREHOLDERS EQUITY
    7




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##### 



NOTE 5  INVENTORY
  December 31, 2006
    
    
    March 31, 2006(Unaudited)Finished goods
    
    $
    42,277
    
    
    $
    34,416Less inventory allowances
    
    
    (1,761
    )
    
    
    (1,413
    )Net inventory
    
    $
    40,516
    
    
    $
    33,003
 NOTE 6  INCOME TAXES
  8




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##### 



NOTE 7  RELATED PARTY TRANSACTIONS
     9




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##### 



10




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##### 



Installment
    
    
    
    Installment AmountNumber
    
    Payment Date
    
    (in US Dollars)1.
    
    April 1, 2007
    
    $
    672,000.002.
    
    April 7, 2007
    
    $
    4,626,800.003.
    
    April 26, 2007
    
    $
    4,785,246.384.
    
    May 4, 2007
    
    $
    4,543,664.185.
    
    May 5, 2007
    
    $
    1,780,790.626.
    
    May 10, 2007
    
    $
    120,271.887.
    
    May 17, 2007
    
    $
    4,225,894.558.
    
    May 26, 2007
    
    $
    1,056,729.539.
    
    June 3, 2007
    
    $
    2,060,348.47
 NOTE 8  BORROWINGS
 Short-term Borrowings
  11




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##### 



December 31, 2006
    
    
    March 31, 2006(In thousands)(Unaudited)Revolving line of credit
    
    $
    7,786
    
    
    $
    Foreign bank loans
    
    
    4,727
    
    
    
    1,841Short term borrowings
    
    $
    12,513
    
    
    $
    1,841
 Long-term Borrowings
  December 31, 2006
    
    
    March 31, 2006(In thousands)(Unaudited)Mortgage payable
    
    $
    585
    
    
    $
    641Capitalized lease obligations
and other
    
    
    248
    
    
    
    19833
    
    
    
    660Less current maturities
    
    
    (148
    )
    
    
    (85
    )Long term debt and notes payable
    
    $
    685
    
    
    $
    575
 Emerson Credit Facility
 12




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##### 



NOTE 9  LEGAL PROCEEDINGS
  NOTE 10  DISCONTINUED OPERATIONS
   13




---



##### 



Three Months Ended
    
    Nine Months EndedDiscontinued Operations(SSG)
    
    December 31, 2005Net revenues
    
    $
    
    
    
    $
    23,218Operating income
    
    
    
    
    
    
    610Gain on sale of SSG, net of
tax
    
    
    
    
    
    
    12,646Net income
    
    $
    
    
    
    $
    12,918
 NOTE 11  Subsequent Events
   14




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##### 



Item 2. Managements Discussion and Analysis of
Results of
Operations and Financial Condition
   Forward-Looking Information
    
    
    the loss of any of our key customers or reduction in the purchase of
our products by any such customers;
    
    our inability to improve and maintain effective internal controls or
the failure by our personnel to comply with such internal controls;
    
    the failure to maintain our relationships with our licensees and
 15




---



##### 



distributors or the failure to obtain new licensees or distribution
relationships on favorable terms;
    
    our inability to anticipate market trends, enhance existing products
or achieve market acceptance of new products;
    
    our dependence on a limited number of suppliers for our components and
raw materials;
    
    our dependence on third party manufacturers to manufacture and deliver
our products;
    
    the seasonality of our business, as well as changes in consumer
spending and economic conditions;
    
    the failure of third party sales representatives to adequately
promote, market and sell our products;
    
    our inability to protect our intellectual property;
    
    the effects of competition;
    
    changes in foreign laws and regulations and changes in the political
and economic conditions in the foreign countries in which we operate;
    
    conflicts of interest that exist based on our relationship with Grande;
    
    the outcome of the Audit Committees review of our related party
transactions and internal controls;
    
    changes in accounting policies, rules and practices; and
    
    the other factors listed under Risk Factors in this Form 10-Q, as
well as our Form 10-K, as amended, for the fiscal year ended March 31,
2006 and other filings with the Securities and Exchange Commission
(the SEC).
  16




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##### 



Company Filings
  Results of Operations
   Three Months Ended
    
    
    Nine Months EndedDecember 31
    
    
    December 312006
    
    
    2005
    
    
    2006
    
    
    2005(Unaudited)
    
    
    (Unaudited)Net revenues
    
    $
    89,339
    
    
    $
    76,514
    
    
    $
    244,168
    
    
    $
    192,737Cost of sales
    
    
    64,344
    
    
    
    66,555
    
    
    
    177,920
    
    
    
    167,577Cost of sales-related party
    
    
    12,148
    
    
    
    
    
    
    
    33,090
    
    
    
    Other operating costs
    
    
    1,330
    
    
    
    1,823
    
    
    
    4,355
    
    
    
    4,663Selling, general and
administrative costs
    
    
    5,402
    
    
    
    5,588
    
    
    
    16,208
    
    
    
    14,810Acquisition costs
    
    
    
    
    
    
    
    
    
    
    21
    
    
    
    Non-cash compensation
Costs
    
    
    83
    
    
    
    90
    
    
    
    138
    
    
    
    260Operating income
    
    
    6,032
    
    
    
    2,458
    
    
    
    12,436
    
    
    
    5,427Interest expense, net
    
    
    457
    
    
    
    370
    
    
    
    564
    
    
    
    976Income from continuing operations
before income taxes taxes
    
    
    5,575
    
    
    
    2,088
    
    
    
    11,872
    
    
    
    4,451Provision for income taxes
    
    
    1,880
    
    
    
    693
    
    
    
    3,792
    
    
    
    1,638Income from continuing
Operations
    
    $
    3,695
    
    
    $
    1,395
    
    
    $
    8,080
    
    
    $
    2,813
 Net Revenues
 17




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##### 



® ® ® ® ® ®
 i)
    
    An increase in revenues from the sale of Emerson® branded product of $5.4 million, or
9.8%, to $60.3 million from $54.9 million for the third quarter of fiscal 2007 as compared
to the same period in fiscal 2006. Revenues for the nine month period of fiscal 2007 of
Emerson® branded product increased $36.1 million, or 25.7%, to $176.3 million from $140.2
million for the same period is fiscal 2006. The increase for the three month period was
primarily due to an increase in sales of iPod® compatible products. The increase for the
nine month period was primarily due to an increase in sales of iPod® compatible products
and an increase in the number of units sold in the microwave category of the Emerson®
product group.ii)
    
    During the third quarter of fiscal 2007, Emerson had promotional item sales totaling
$12.3 million. This sales agreement represents a major holiday promotion with one of our
major customers and will result in total net revenues of $33.1 million in fiscal 2007. In
addition to this increase in net revenues, this promotional sale resulted in an increase
in accounts payable and other current liabilities and accounts receivable of $20.6 million
and $20.8 million, respectively, as well as an increase in short term deposits of $28.8
million due to parts and inventory purchases related to this sale. In order to fund these
purchases, short term borrowings through our revolving line of credit increased by $24.0
million for the period ended September 30, 2006. These short term borrowings were repaid
in the three months ended December 31, 2006. As of the date of this filing, the
outstanding balances in accounts payable and other current liabilities, accounts
receivable, short term deposits and short term borrowings associated with this specific
promotional item have returned to normal seasonal business levels. There were no
promotional item sales during fiscal 2006.iii)
    
    A decrease in themed product sales of $4.9 million, or 24.6%, to $15.0 million in the
third quarter of fiscal 2007 from $19.9
million for the third quarter of fiscal 2006. For the nine month period of fiscal 2007,
themed product sales totaled $30.0 million compared to $46.4 million for the same period
in fiscal 2006, a
 18




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##### 



decrease of $16.4 million, or 35.3%. This revenue decrease was the
result of decreased unit sales of the Nickelodeon® themed product category. The
Companys license agreement for the Nickelodeon name, trademark and logo will expire on
March 31, 2007 and the Company will have the right to sell off products using the
Nickelodeon name, trademark and logo for an additional 90 days following such
termination. As a result, the Company expects revenues related to its Nickelodeon
license will continue to decrease over the next two quarters. However, as previously
announced, the Company expects to generate themed product sales under its agreement with
Mattel for Barbie themed products commencing in spring 2007.iv)
    
    Licensing revenues increased by approximately $101,000, or 6.3%, to approximately
$1.7 million for the third quarter of fiscal 2007 from $1.6 million in the third quarter
of fiscal 2006. For the nine month period of fiscal 2007, licensing revenues decreased by
approximately $1.3 million, or 21.3%, to $4.8 million as compared to $6.1 million for the
nine month period of fiscal 2006. The decreases for the three and nine month periods were
primarily due to lower sales volumes under our video licensing agreement.
 Cost of Sales ®
  Other Operating Costs and Expenses
 19




---



##### 



Selling, General and Administrative Expenses (S,G&A)
 Acquisition Costs
 Non-Cash Compensation Costs (Recovered)
 Interest Expense, net
 20




---



##### 



Provision for Income Taxes
 Income From Continuing Operations
 Liquidity and Capital Resources
  21
            22




---



##### 




    
    Two letter of credit facilities totaling $10.0 million which are used for inventory
purchases; and
    
    Two back-to-back letter of credit facilities totaling $7.5 million.
 23




---



##### 



Payment due by periodLess than
    
    1-3
    
    3-5
    
    More than 5Total
    
    1 year
    
    years
    
    years
    
    yearsMortgages payable
    
    $
    585
    
    
    $
    74
    
    
    $
    148
    
    
    $
    148
    
    
    $
    215Capital lease
obligations
    
    
    248
    
    
    
    74
    
    
    
    134
    
    
    
    40
    
    
    
    Leases
    
    
    5,697
    
    
    
    1,767
    
    
    
    2,939
    
    
    
    991
    
    
    
    Total
    
    $
    6,530
    
    
    $
    1,915
    
    
    $
    3,221
    
    
    $
    1,179
    
    
    $
    215
  Critical Accounting Policies
  Inflation, Foreign Currency, and Interest Rates
   24




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Item 4. Controls and Procedures
 Disclosure controls and procedures.
     25




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26




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27




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PART II  OTHER INFORMATION


Item 1. Legal Proceedings




Item 1A. Risk Factors




The Company has material weaknesses with its internal controls and if the Company is unable to
establish appropriate internal controls and procedures, it could cause the Company to fail to meet
its reporting obligations, result in the restatement of its financial statements, harm its
operating results, limit the Companys access to credit facilities necessary to fund its
operations, subject the Company to regulatory scrutiny and sanction, cause investors to lose
confidence in the Companys reported financial information and have a negative effect on the market
price for shares of Emersons common stock.






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Because of the Companys relationship with Grande, including through related party transactions,
the Company may become subject to conflicts of interests that may adversely affect its ability to
operate its business.
  29




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30




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Because the Company was unable to file its Quarterly Report on Form 10-Q for the quarter ended
December 31, 2006, it is not in compliance with the listing requirements for continued listing
under the American Stock Exchange (AMEX) Company Guide.
  ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Share Repurchases:
  ITEM 3. Defaults Upon Senior Securities.
 (a)
    
    None(b)
    
    None
 ITEM 4. Submission of Matters to a Vote of Security Holders.
  31




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Votes For
    
    Votes WithheldMichael A. B. Binney
    
    
    23,876,980
    
    
    
    2,231,514Peter G. Bunger
    
    
    23,664,573
    
    
    
    2,443,921W. Michael Driscoll
    
    
    23,876,630
    
    
    
    2,231,864Jerome H. Farnum
    
    
    23,875,655
    
    
    
    2,232,839Greenfield Pitts
    
    
    23,876,630
    
    
    
    2,231,864Norbert R. Wirsching
    
    
    23,867,034
    
    
    
    2,241,460Eduard Will
    
    
    23,867,034
    
    
    
    2,241,460Christopher Ho
    
    
    23,871,924
    
    
    
    2,236,570Adrian Ma
    
    
    23,868,834
    
    
    
    2,239,660






ITEM 5. Other Information.




ITEM 6. Exhibits .


10.1
    
    Promissory Note, dated as of February 21, 2007 made by Capetronics Display Limited,
Nakamichi Corporation, Akai Electric (China) Co. Ltd., and Sansui Electric (China) Co. Ltd.
in favor of Emerson Radio Corp. (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Commission on
February 22, 2007)


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10.2
    
    Guaranty, dated as of February 21, 2007, made by The Grande Holdings Ltd. in favor of
Emerson Radio Corp. (incorporated by reference to Exhibit 10.2 to the Companys Current
Report on Form 8-K filed with the Commission on February 22, 2007)31.1
    
    Certification of the Companys Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of the Companys Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32
    
    Certification of the Companys Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
 
 *
    
    filed herewith 33




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SIGNATURES
  EMERSON RADIO CORP.
          (Registrant)Date:
March 16, 2007
    
    /s/ Adrian MaAdrian MaChief Executive Officer(Principal Executive Officer)Date:
March 16, 2007
    
    /s/ Greenfield PittsGreenfield PittsChief Financial Officer(Principal Financial and Accounting Officer)
 34