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, 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 the number of shares  outstanding  of common stock as of August 8,
2002: 26,907,169.

<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,                  June 30,
                                                                        2002                      2001
                                                                ----------------------    ---------------------

<S>                                                                      <C>                       <C>
Net revenues                                                             $  84,646                 $  77,124

Costs and expenses:

  Cost of sales                                                             65,180                    61,755
  Other operating costs and expenses                                         1,276                     1,381
  Selling, general & administrative expenses                                12,706                    11,332
                                                                ----------------------    ---------------------

                                                                            79,162                    74,468
                                                                ----------------------    ---------------------
Operating income                                                             5,484                     2,656

Interest expense, net                                                         (787)                     (874)
Minority interest in net (income)
    loss of consolidated subsidiary                                            (98)                      164
                                                                ----------------------    ---------------------
Income before income taxes                                                   4,599                     1,946
Provision (benefit) for income taxes                                         1,939                      (247)
                                                                ----------------------    ---------------------
Net income                                                                $  2,660                  $  2,193
                                                                ======================    =====================
Net income per common share

  Basic                                                                    $  0.09                   $  0.07
                                                                ======================    =====================
  Diluted                                                                  $  0.09                   $  0.06
                                                                ======================    =====================
Weighted average shares outstanding

  Basic                                                                     29,444                    31,344
                                                                ======================    =====================
  Diluted                                                                   35,025                    34,948
                                                                ======================    =====================

           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)
                                                                                              June 30,                 March 31,
                                                                                                2002                      2002
                                                                                       -----------------------    ------------------
                                          ASSETS                                            (Unaudited)
Current Assets:
<S>                                                                                         <C>                  <C>
  Cash and cash equivalents                                                                 $  13,041            $   19,228
  Accounts receivable (less allowances of
    $6,045 and $5,320, respectively)
                                                                                               29,581                29,401
  Other receivables                                                                             4,105                 2,337
  Inventories                                                                                  44,898                41,657
  Prepaid expenses and other current assets                                                     4,233                 3,719
  Deferred tax assets                                                                           6,129                 7,671
                                                                                   -----------------------    ------------------
     Total current assets                                                                     101,987               104,013

Property and equipment - (net of accumulated depreciation
      and amortization of $5,254 and $4,688, respectively)                                     10,714                11,116
Deferred catalog expenses                                                                       1,253                 2,017
Cost in excess of net assets acquired (net of accumulated
      amortization of $2,283)                                                                   7,891                 7,944
Trademarks (net of accumulated amortization of $5,055
      and $4,986, respectively)                                                                 3,667                 3,734
Deferred tax assets                                                                             5,263                 5,728
Other assets                                                                                    1,253                 1,287
                                                                                   -----------------------    ------------------
     Total Assets                                                                          $  132,028            $  135,839
                                                                                   =======================    ==================

                           LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Short-term borrowings                                                                   $    7,137             $    8,671
  Current maturities of long-term borrowings                                                   9,867                  8,853
  Accounts payable and other current liabilities                                              38,803                 33,279
  Accrued sales returns                                                                        3,727                  3,817
  Income taxes payable                                                                           (26)                   103
                                                                                   -------------------    ---------------------
     Total current liabilities                                                                59,508                 54,723

Long-term borrowings                                                                          23,388                 29,046
Minority interest                                                                             17,429                 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; 51,475,511 shares issued; 26,907,169
        and 31,166,478 shares outstanding, respectively                                          515                    515
  Capital in excess of par value                                                             114,451                114,451
  Accumulated other comprehensive losses                                                        (122)                  (122)
  Accumulated deficit                                                                        (66,776)               (69,436)
  Treasury stock, at cost 24,568,342 and 20,309,033 shares, respectively                     (19,675)               (13,978)
                                                                                      -----------------    -------------------
     Total shareholders' equity                                                               31,703                 34,740
                                                                                      -----------------    -------------------
     Total Liabilities and Shareholders' Equity                                            $ 132,028              $ 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)
                                                                                             Three Months Ended
                                                                                ----------------------------------------------
                                                                                           June 30,                 June 30,
                                                                                             2002                     2001
                                                                                ---------------------     --------------------
<S>                                                                                      <C>                       <C>
      Cash Flows from Operating Activities:

        Net cash provided (used) by operating activities                                 $   5,786                 $  (2,075)
                                                                                ---------------------     --------------------

      Cash Flows from Investing Activities:
        Investment in affiliate, net of cash acquired of $161                                   --                      (315)
        Other                                                                                  (98)                      (33)
                                                                                ---------------------     --------------------
        Net cash used by investing activities                                                  (98)                     (348)

      Cash Flows from Financing Activities:
        Purchase of common stock and options                                                (5,697)                     (550)
        Net repayments of borrowings                                                        (6,178)                   (1,265)
                                                                                ---------------------     --------------------
        Net cash used by financing activities                                              (11,875)                   (1,815)

      Net decrease in cash and cash equivalents                                             (6,187)                   (4,238)
      Cash and cash equivalents at beginning of year                                        19,228                     7,987
                                                                                ---------------------     --------------------

      Cash and cash equivalents at end of period                                         $  13,041                 $   3,749
                                                                                =====================     ====================


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

</TABLE>

<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][R]"
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 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 our consolidated  financial  position as of June 30,
2002 and the  results of  operations  for the  quarters  ended June 30, 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 quarter ended June 30, 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 months ended June 30, 2002 and 2001
is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                      ---------------------------------------
                                                                         June 30,               June 30,
                                                                           2002                   2001
                                                                      ----------------       ----------------
                                                                                   (Unaudited)

<S>                                                                        <C>                    <C>
     Net income                                                            $ 2,660                $  2,193
     Currency translation adjustment                                             1                      --
     Unrealized gains (losses) on securities, net                               (1)                      4
                                                                      ----------------       ----------------

     Comprehensive income                                                  $ 2,660                $  2,197
                                                                      ================       ================
</TABLE>


<PAGE>

     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,                 June 30,
                                                                                                2002                     2001
                                                                                        ----------------------    ------------------
                                                                                                          (Unaudited)
<S>                                                                                         <C>                       <C>
     Numerator:
     Net income                                                                             $  2,660                  $  2,193

     Add back to effect assumed conversions:
       Interest on convertible debentures                                                        441                        --
                                                                                  ----------------------       -------------------
       Numerator for diluted earnings per share                                             $  3,101                  $  2,193
                                                                                  ======================       ===================

     Denominator:
     Denominator for basic earnings per share - weighted average shares                       29,444                    31,344
     Effect of dilutive securities:
       Preferred shares                                                                           --                     3,154
       Options                                                                                   377                       450
       Convertible debentures                                                                  5,204                        --
                                                                                  ----------------------       -------------------
     Denominator for diluted earnings per share - adjusted weighted average
         shares and assumed conversions                                                       35,025                    34,948
                                                                                  ======================       ===================
     Basic earnings per share                                                             $     0.09                  $   0.07
                                                                                  ======================       ===================
     Diluted earnings per share                                                           $     0.09                  $   0.06
                                                                                  ======================       ===================

</TABLE>

<PAGE>

NOTE 4- CAPITAL STRUCTURE

     Our  outstanding  capital stock at June 30, 2002  consisted of common stock
and  Series  A  convertible  preferred  stock.  Effective  March  31,  2002  the
conversion feature of the preferred shares expired.

     At June 30, 2002, Emerson had outstanding approximately 1.7 million options
with  exercise  prices  ranging from $1.00 to $1.50.  At June 30, 2002,  SSG had
outstanding  approximately  420,000  options with exercise  prices  ranging from
$0.95 to $9.44.

     At June 30, 2002, Emerson also had outstanding  approximately $20.8 million
of 8.5% Senior Subordinated  Convertible Debentures (the "Debentures").  On June
28,  2002,  Emerson  entered  into  secured  financing  necessary  to retire the
Debentures. See "Note 9 - Borrowings".

     On May 25, 2000 Emerson entered into a Termination, Settlement, Redemption,
and Option Agreement (the  "Agreement")  with Geoffrey P. Jurick,  its Chairman,
Chief Executive  Officer and President,  and two of Mr.  Jurick's  institutional
creditors,  resolving  outstanding  litigation between Mr. Jurick and two of his
three outside creditors. As part of the Agreement, Emerson was granted an option
to purchase  from the two  institutional  creditors  the  remaining  4.1 million
shares of Common Stock owned by them for approximately $5.5 million.  On May 25,
2001,  Emerson  extended  the option  term for one  additional  year by making a
$550,000  payment.  On June 10, 2002,  Emerson  exercised  the 4.1 million share
option for $5.5 million using cash  generated  from  operations to complete this
transaction.


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, 2002 and March
31, 2002, inventories consisted of the following (in thousands):

<PAGE>

<TABLE>
<CAPTION>

                                                                June 30, 2002               March 31, 2002
                                                           ---------------------       ---------------------
                                                               (Unaudited)

<S>                                                            <C>                         <C>
Raw materials                                                  $  2,164                    $  2,153
Work-in-process                                                     290                         258
Finished                                                         45,171                      41,531
                                                              ------------------          -----------------
                                                                 47,625                      43,942
Less inventory allowances                                        (2,727)                     (2,285)
                                                              ------------------          -----------------
                                                               $ 44,898                    $ 41,657
                                                              ==================          =================

</TABLE>

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.  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.


NOTE 7 - INVESTMENT IN SPORT SUPPLY GROUP, INC.

     As of June 30, 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.

<PAGE>

NOTE 8 - GOODWILL AND OTHER INTANGIBLE ASSETS

          In  June  2001,  the  Financial   Accounting  Standards  Board  issued
Statements  of  Financial  Accounting  Standards  No.  142  "Goodwill  and Other
Intangible  Assets" ("SFAS 142"),  which requires that goodwill not be amortized
but instead be tested for  impairment  at least  annually by reporting  unit. We
have  adopted  SFAS  142  effective  April  1,  2002  and,  accordingly,  ceased
amortization of goodwill.  SFAS 142 provides for a transitional period. Any need
for impairment  must be assessed  within the first six months from adoption.  We
are still in the process of evaluating  the relevant  provisions of SFAS 142 and
have not yet  determined  whether SFAS 142 will have an immediate  effect on the
financial statements upon adoption.

     SFAS 142 requires the  recognition  separate from goodwill of  identifiable
intangible  assets if certain  criteria are met, and eliminates the amortization
of goodwill and certain identifiable  intangible assets. Under the provisions of
SFAS  142,  intangible  assets,  including  goodwill,  that are not  subject  to
amortization  will be tested for  impairment  annually  and more  frequently  if
events or changes in circumstances indicate that the asset might be impaired.

     The pro forma  adoption  of SFAS No. 142 for the three month  period  ended
June 30, 2001,  would have resulted in an increase in consolidated net income of
approximately $52,000 and no effect on basic or diluted earnings per share.


NOTE 9 - BORROWINGS

     As of June 30,  2002 and March  31,  2002,  borrowings  and  capital  lease
obligations consisted of the following (in thousands):
<TABLE>
<CAPTION>

                                                            June 30,           March 31,
                                                             2002                   2002
                                                      --------------------    -----------------
                                                          (Unaudited)
<S>               <C>                                       <C>                     <C>
8 1/2% Senior Subordinated Convertible
   Debentures Due 2002                                      $ 20,750                $ 20,750
Notes payable under revolving line of credit                  12,253                  16,839
Equipment notes and other                                        252                     310
                                                       --------------------    -----------------
                                                              33,255                  37,899

Less current maturities                                        9,867                   8,853
                                                       --------------------    -----------------
  Long term debt and notes payable                          $ 23,388                $ 29,046
                                                       ====================    =================
</TABLE>

<PAGE>

     The Debentures  were issued by Emerson in August 1995, bear interest at the
rate of 8 1/2% per annum,  payable  quarterly,  are subordinated to all existing
and future  senior  indebtedness  (as  defined in the  Indenture  governing  the
Debentures)  and are scheduled to mature  August 15, 2002.  The  Debentures  are
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 are redeemable
in whole or in part at our option and, in the case of Emerson's  exercise of the
Debentures  call  provision,  require  a call  price of 101% of  principal.  The
Debentures are subject to certain  restrictions on transfer and restrict,  among
other things,  the amount of senior  indebtedness  and other  indebtedness  that
Emerson, and, in certain instances,  its consolidated  subsidiaries,  may incur.
Each  holder  of  Debentures  has the  right  to cause  Emerson  to  redeem  the
Debentures if certain  designated events (as defined in the Indenture  governing
the Debentures) should occur.

     Prior to June 28, 2002, Emerson had an existing Loan and Security Agreement
(the "Loan and Security  Agreement"),  which  included a senior  secured  credit
facility in the amount of $15 million  with a U.S.  financial  institution.  The
facility  provided  for  revolving  loans and  letters  of  credit,  subject  to
individual maximums, which, in the aggregate, could not exceed the lesser of $15
million or a "Borrowing Base" amount based on specified  percentages of eligible
accounts receivable and inventories. Amounts outstanding under the senior credit
facility are secured by (i)  substantially  all of our U.S. and Canadian  assets
except for trademarks, which are subject to a negative pledge covenant, and (ii)
a portion of our  investment  in SSG. The interest rate charged on this facility
was the prime rate of  interest  plus 1.25%.  Pursuant to the Loan and  Security
Agreement,  Emerson  was  restricted  from,  among  other  things,  paying  cash
dividends  (other  than on the Series A  Preferred  Stock),  redeeming  stock in
certain instances,  and entering into certain  transactions without the lender's
prior consent and was required to maintain certain net worth levels. An event of
default under the credit  facility would trigger a default under the Debentures.
As of June 30,  2002,  approximately  $7.1  million was  outstanding  under this
facility and was retired subsequent to June 30, 2002 as set forth below. At June
30,  2002 and 2001,  there  were no letters  of credit  issued  under the credit
facility.

     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 replaces  Emerson's  existing $15 million senior secured facility
and 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  will be used to retire all of the  Debentures,  which is expected to
occur on or prior to their  maturity date of August 15, 2002.  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
will be restricted from, among other things, paying cash dividends other than on
preferred shares,  repurchasing Emerson's common stock and entering into certain
transactions  without the lender's  prior consent and will be subject to certain
net worth and leverage financial  covenants.  Amounts outstanding under the Loan
Agreement are secured by substantially all of Emerson's assets.


<PAGE>

     Subsequent  to June 30,  2002 the Loan and  Security  Agreement  was  fully
retired using  proceeds  from the  revolving  line of credit as set forth in the
Loan Agreement. Debentures, face amount $13,127,000, plus accrued interest, were
repurchased  and retired prior to their  maturity date.  Accordingly,  Long Term
Debt and Notes  Payable  include  that  portion of the Term Loan to be amortized
beyond one year.

     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, 2002,  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,  SSG is restricted from, among other things, paying
cash dividends and entering into certain transactions without the lender's prior
consent.


   Note 10 - SEGMENT INFORMATION

     The following table presents certain operating segment information for each
of the three-month periods ended June 30, 2002 and 2001 (in thousands):

                                                  Consumer           Sporting
                                                 Electronics           Goods
June 30, 2002:
Net revenues from external customers                $57,883           $26,773
Income before income taxes                          $ 4,423           $   337
Segment assets                                      $71,562           $60,466

June 30, 2001:
Net revenues from external customers                $49,169           $27,955
Income (loss) before income taxes                   $ 2,392           $  (523)
Segment assets                                      $55,264           $65,140


     Note 11 - 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.

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.


<PAGE>

     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 three months ended June 30, 2002 and 2001

<TABLE>
<CAPTION>

                                                               2002                  2001
                                                          ----------------    -------------------
                                                                       (Unaudited)
<S>                                                         <C>                    <C>
Net revenues  (in thousands)                                $84,646                $77,124
                                                             100.0%                 100.0%
Cost of sales                                                 77.0%                  80.1%
Other operating costs and expenses                             1.5%                   1.8%
Selling, general and administrative expenses                  15.0%                  14.7%
     Operating income                                          6.5%                   3.4%
Provision (benefit) for income taxes                           2.3%                  (0.3)%
     Net income                                                3.1%                   2.8%

</TABLE>

     Results of  Consolidated  Operations  - Three  months  ended June 30,  2002
compared with three months ended June 30, 2001

     Net Revenues - Net revenues for the three-month  period ended June 30, 2002
increased  $7.5  million  (9.8%) as compared  to the same period  ended June 30,
2001.  The increase was primarily  from an increase in the consumer  electronics
segment, partially offset by a decrease in the sporting goods segment.

     Cost  of  Sales  - Cost of  sales,  as a  percentage  of  consolidated  net
revenues, decreased from 80.1% for the three months ended June 30, 2001 to 77.0%
for the same period in fiscal 2003.  The decrease in cost of sales 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 decreased from 1.8% for the
three months ended June 30, 2001 to 1.5% for the same period in fiscal 2003.


<PAGE>

     Selling,  General  and  Administrative  Expenses  ("S,G&A")  - S,G&A,  as a
percentage of consolidated  net revenues,  were 15.0% for the three months ended
June 30, 2002 as compared to 14.7% for the three months ended June 30, 2001.  In
absolute terms S,G&A increased $1.4 million for the first three months of fiscal
2003 as compared to the first three  months of fiscal  2002.  The  increase as a
percentage  of  consolidated  net revenues and in absolute  terms was due to the
consumer  electronics  segment,  partially  offset by a decrease in the sporting
goods segment.

     Provision  for Income Taxes - The  provision for income taxes for the three
months  ended  June 30,  2002 was  primarily  the result of the  utilization  of
previously  recognized net operating loss  carryforwards,  partially offset by a
foreign tax benefit in the consumer electronics segment.

     Net Income - As a result of the foregoing factors,  we earned net income of
$2.7 million (3.1%) for the three months ended June 30, 2002 as compared to $2.2
million (2.8%) for the three months ended June 30, 2001.


     Consumer Electronics Segment:

     The following table summarizes  certain financial  information  relating to
the consumer  electronics  segment for the three months ending June 30, 2002 and
2001(in thousands):

<TABLE>
<CAPTION>

                                                            2002                          2001
                                                  -----------------------       -----------------------
                                                                       (Unaudited)
<S>                                                          <C>                           <C>
     Net revenues                                            $57,883                       $49,169
     Cost of sales                                            46,556                        41,739
     Other operating costs                                     1,276                         1,381
     Selling, general & administrative                         5,017                         3,040
                                                  -----------------------       -----------------------
             Operating income                                  5,034                         3,009
     Interest expense, net                                       611                           617
                                                  -----------------------       -----------------------
             Income before income taxes  taxes                 4,423                         2,392
     Provision (benefit) for income taxes                      1,812                           (57)
                                                  -----------------------       -----------------------
             Net income                                       $2,611                        $2,449
                                                  =======================       =======================
</TABLE>

<PAGE>

     Results of Consumer  Electronics  Operations  - Three months ended June 30,
2002 compared with three months ended June 30, 2001.

     Net  Revenues - Net  revenues  for the three  months  ended  June 30,  2002
increased  $8.7  million  (17.7%) as compared to the same period  ended June 30,
2001. The increase in net revenues was comprised of an increase in unit sales of
audio products  partially  offset by a decrease in unit sales of microwave ovens
products.  Revenues earned from the licensing of Emerson's  trademarks increased
to $3.9  million for the first  three  months of fiscal 2003 as compared to $1.3
million for the same period in fiscal 2002.

     Cost of Sales - Cost of sales, as a percentage of consumer  electronics net
revenues, decreased from 84.9% for the three months ended June 30, 2001 to 80.4%
for the three  months  ended June 30,  2002.  The decrease in cost of sales as a
percentage of consumer electronics net revenues was primarily  attributable to a
greater impact of licensing revenues, which have no direct associated costs, and
to a lesser degree higher gross profit margins on product sales.

     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  Emerson
competes.  Emerson's  products are generally placed in the low-to-medium  priced
category of the market, which has a tendency to be highly competitive.

     Other  Operating Costs and Expenses - Other operating costs and expenses as
a percentage of consumer  electronics  net revenues  decreased from 2.8% for the
three  months  ended June 30, 2001 to 2.2% for the three  months  ended June 30,
2002.  The decrease  between  fiscal 2002 and 2003 was  primarily due to reduced
inventory servicing costs.

     Selling,  General  and  Administrative  Expenses  ("S,G&A")  - S,G&A,  as a
percentage of consumer  electronics net revenues,  was 8.7% for the three months
ended June 30, 2002 as compared to 6.2% for the three months ended June 30, 2001
primarily due to recoveries of provisions related to substandard  receivables in
the prior year,  which were not repeated in the current year, and an increase in
co-operative advertising costs and freight expense .

     Interest Expense,  net - Interest expense remained relatively unchanged for
the first  three  months of fiscal 2003 as compared to the same period in fiscal
2002.

     Provision (benefit) for Income Taxes - Emerson's provision for income taxes
was $1.8  million  for the three  months  ended June 30,  2002 as  compared to a
benefit of $57,000  for the three  months  ended June 30,  2001.  The benefit of
$57,000 in fiscal 2002 consisted primarily of a foreign taxes,  partially offset
by a Federal tax provision;  conversely, the provision of $1.8 million in fiscal
2003  primarily   consisted  of  deferred  tax  expense  related  to  previously
recognized  Federal and state tax net operating  losses,  partially  offset by a
foreign tax benefit.

     Net Income - As a result of the foregoing factors, the consumer electronics
segment  earned net income of $2.6 million  (4.5% of net revenues) for the three
months  ended June 30, 2002 as compared to $2.5 million  (5.0% of net  revenues)
for the three months ended June 30, 2001.



<PAGE>

     Sporting Goods Segment:

     The following table summarizes  certain financial  information  relating to
the  sporting  goods  segment as reported by SSG for the three months ended June
30, 2002 and 2001 (in thousands):

<TABLE>
<CAPTION>

                                                              2002                       2001
                                                    ---------------------    ----------------------
                                                                      (Unaudited)

<S>                                                           <C>                      <C>
     Net revenues                                             $ 26,773                 $ 27,955
     Cost of sales                                              18,634                   20,016
     Selling, general & administrative                           7,626                    8,205
                                                    ---------------------    ----------------------
             Operating income (loss)                               513                     (266)
     Interest expense, net                                        (176)                    (257)
                                                    ---------------------    ----------------------
             Income (loss) before income taxes                     337                     (523)
     Provision (benefit) for income taxes                          127                     (190)
                                                    ---------------------    ----------------------
             Net income (loss)                                $    210                 $   (333)
                                                    =====================    ======================

</TABLE>

     Results of Sporting  Goods  Operations  - Three  months ended June 30, 2002
compared with three months ended June 30, 2001

     Net Revenues - Net revenues decreased approximately $1.2 million (4.2%) for
the three-month period ended June 30, 2002 as compared to the three-month period
ended June 30, 2001. The decrease in sporting goods net revenues was primarily a
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  sporting  goods  net
revenues, decreased from 71.6% for the three month period ended June 30, 2001 to
69.6% for the three month period ended June 30, 2002.  The decrease is primarily
the result of consolidating several plants, exiting certain unprofitable product
lines and improving product sourcing.

     Selling,  General and  Administrative  Expenses  ("S,G&A") - S,G&A expenses
decreased  approximately $579,000 for the three month period ended June 30, 2002
as compared to the three month period ended June 30,  2001.  As a percentage  of
sporting goods net revenues,  S,G&A  decreased to 28.5% from 29.4% for the three
month  period  ended June 30, 2002 as compared to the three month  period  ended
June 30, 2001.  The decrease was  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 legal fees; and iv. a decrease in facility expenses.

     Interest Expense, net - Interest expense decreased by approximately $81,000
for the three  month  period  ended June 30, 2002 as compared to the three month
period ended June 30, 2001, due primarily to lower overall  borrowing levels and
lower interest rates.

     Benefit for Income  Taxes - SSG recorded a tax  provision of  approximately
$127,000  for the three  months ended June 30, 2002 as compared to a tax benefit
of $190,000 for the same period in fiscal 2002.


<PAGE>

     Net  Income - As a result of the  foregoing  factors,  the  sporting  goods
segment  earned  net income of  $210,000  (0.8% of net  revenues)  for the three
months  ended June 30, 2002 as compared to a net loss of $333,000  (-1.2% of net
revenues) for the three months ended June 30, 2001.


     Liquidity and Capital Resources

     Net cash  provided by operating  activities  was $5.8 million for the three
months ended June 30, 2002. Cash was primarily provided by our profitability and
an increase in accounts payable, partially offset by an increase in inventories.

     Net cash used by  investing  activities  was $98,000  for the three  months
ended June 30,  2002.  Cash was  utilized  primarily  for the  purchase of fixed
assets.

     Net cash used for  financing  activities  was $11.9  million  for the three
months ended June 30, 2002.  Cash was primarily  utilized for the exercise of an
option to repurchase Emerson common stock and to reduce borrowings.

     Emerson and SSG maintain asset-based credit facilities as described in Note
9 -  Borrowings.  At June 30,  2002,  there were  approximately  $7.1 million of
borrowings  outstanding  under these  facilities by Emerson,  which was paid off
subsequent  to June 30,  2002 as  previously  discussed,  and $12.2  million  of
borrowing  outstanding  by SSG. No letters of credit were  outstanding by either
Emerson or SSG as of June 30, 2002.

     Two of our foreign  subsidiaries  maintain  various credit  facilities,  as
amended,  aggregating  $50.0  million  with Hong Kong  banks  consisting  of the
following:  (i) a $5.0  million  credit  facility  which is used  for  inventory
purchases and (ii) two back-to-back  letters of credit totaling $45 million.  At
June 30, 2002, our Hong Kong subsidiary  pledged $2.2 million in certificates of
deposit  to this bank to assure  the  availability  of the $5.0  million  credit
facility and a $2.5 million seasonal line increase. At June 30, 2002, there were
approximately $7.0 million and $11.8 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 purchase  orders other than for
product as of June 30, 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  June 30,  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:


<PAGE>

Intangible Assets

     Our 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
judgements.  Changes in strategy and/or market  conditions  could  significantly
impact these judgements and require adjustments to recorded asset balances.  SSG
is still in the process of  evaluating  the relevant  provisions of SFAS 142 and
have not yet  determined  whether SFAS 142 will have an immediate  effect on the
financial statements upon adoption. However, amortization of goodwill was ceased
upon adoption of SFAS 142. If it were determined that there was an impairment of
our  intangible  assets  related to  goodwill  and other  acquired  intangibles,
write-downs of these assets would be required.


Inflation, Foreign Currency, and Interest Rates

     Neither inflation nor currency fluctuations had a significant effect on our
results of operations  during the first quarter 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 rate. While a significant increase in interest rates could have an adverse
effect on the our financial condition and our results of operations,  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.

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, such as United Parcel Service; (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".

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 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

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

          (a) Exhibits:

         None

          (b) Reports on Form 8-K - Current  report on Form 8-K,  dated June 10,
2002  reporting the exercise of the option to purchase 4.1 million  shares under
the Termination, Settlement, Redemption and Option Agreement.

          Reports on Form 8-K - Current  report on Form 8-K,  dated July 1, 2002
reporting the $40 million revolving credit and term loan agreement.


          * 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: August 8, 2002               /s/ Geoffrey P. Jurick
                                  -----------------------
                                  Geoffrey P. Jurick
                                  Chairman, Chief Executive Officer
                                  and President



Date: August 8, 2002               /s/ Kenneth A. Corby
                                   --------------------
                                   Kenneth A. Corby
                                   Executive Vice President and
                                   Chief Financial Officer