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   September 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 November 6,
2002: 27,037,102.

<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

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

<TABLE>
<CAPTION>

                                                         Three Months Ended                              Six Months Ended
                                            --------------------------------------------    ----------------------------------------
                                               September 30,         September 30,           September 30,             September 30,
                                                   2002                     2001                   2002                    2001
                                            --------------------    --------------------    --------------------     ---------------

<S>                                             <C>                     <C>                    <C>                      <C>
Net revenues                                    $ 117,688               $ 111,572              $ 202,334                $ 188,696

Costs and expenses:

Cost of sales                                      92,062                  91,080                157,242                  152,835
Other operating costs and
  expenses                                            917                   1,422                  2,193                    2,803
Selling, general &
  administrative expenses                          15,741                  13,502                 28,447                   24,834
                                              --------------------    --------------------     ------------------     --------------
                                                  108,720                 106,004                187,882                  180,472
                                              --------------------    --------------------    --------------------     -------------
Operating income                                    8,968                   5,568                 14,452                    8,224

Interest expense, net                                (788)                   (989)                (1,575)                  (1,863)
Minority interest in net
  (income) loss of
  consolidated subsidiary                             (10)                    155                   (108)                     319
                                            --------------------    --------------------    --------------------     ---------------
Income before income taxes                          8,170                   4,734                 12,769                    6,680

Provision (benefit) for
  income taxes                                      2,218                      (5)                 4,157                     (252)
                                            --------------------    --------------------    --------------------     ---------------
Net income                                       $  5,952                $  4,739               $  8,612                 $  6,932
                                            ====================    ====================    ====================     ===============

Net income per common share
  Basic                                          $   0.22                $   0.15               $   0.31                 $   0.22
                                            ====================    ====================    ====================     ===============
  Diluted                                        $   0.21                $   0.13               $   0.30                 $   0.20
                                            ====================    ====================    ====================     ===============
Weighted average shares outstanding
  Basic                                            26,948                  31,343                 28,189                   31,343
                                            ====================    ====================    ====================     ===============
  Diluted                                          27,946                  40,099                 28,877                   40,029
                                            ====================    ====================    ====================     ===============

           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)

                                                                                      September 30,                  March 31,
                                                                                           2002                        2002
                                                                                 -------------------------     ---------------------
                                    ASSETS                                             (Unaudited)
Current Assets:
<S>                                                                                      <C>                          <C>
  Cash and cash equivalents                                                              $   3,856                    $   19,228
  Accounts receivable (less allowances of $7,086 and
    $5,320, respectively)                                                                   47,865                        29,401
  Other receivables                                                                          2,438                         2,337
  Inventories                                                                               45,821                        41,657
  Prepaid expenses and other current assets                                                  4,138                         3,719
  Deferred tax assets                                                                        5,010                         7,671
                                                                                 -------------------------     ---------------------
     Total current assets                                                                  109,128                       104,013

Property and equipment - (net of accumulated depreciation
  and amortization of $5,791 and $4,688, respectively)                                      10,337                        11,116
Deferred catalog expenses                                                                    1,576                         2,017
Cost in excess of net assets acquired (net of accumulated
  amortization of $2,283 and $2,283, respectively)                                           7,838                         7,944
Trademarks (net of accumulated amortization of $4,896 and
  $4,986, respectively)                                                                      3,581                         3,734
Deferred tax assets                                                                          4,936                         5,728
Other assets                                                                                 2,040                         1,287
                                                                                 -------------------------     ---------------------
     Total Assets                                                                       $  139,436                    $  135,839
                                                                                 =========================     =====================

                     LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Short-term borrowings                                                                 $    2,822                    $   11,303
  Current maturities of long-term borrowings                                                 4,117                         8,853
  Accounts payable and other current liabilities                                            47,615                        30,647
  Accrued sales returns                                                                      3,661                         3,817
  Income taxes payable                                                                         707                           103
                                                                                 -------------------------     ---------------------
     Total current liabilities                                                              58,922                        54,723
Long-term borrowings                                                                        25,398                        29,046
Minority interest                                                                           17,439                        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; 51,563,777 and 51,475,511 shares issued;
    26,995,435 and 31,166,478 shares outstanding,
    respectively                                                                               516                           515
  Capital in excess of par value                                                           114,550                       114,451
  Accumulated other comprehensive losses                                                      (200)                         (122)
  Accumulated deficit                                                                      (60,824)                      (69,436)
  Treasury stock, at cost 24,568,342 and 20,309,033
    shares, respectively                                                                   (19,675)                      (13,978)
                                                                                 -------------------------     ---------------------
     Total shareholders' equity                                                             37,677                        34,740
                                                                                 -------------------------     ---------------------
     Total Liabilities and Shareholders' Equity                                          $  139,436                   $  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)

                                                                                                Six Months Ended
                                                                                  ----------------------------------------------
                                                                                     September 30,            September 30,
                                                                                         2002                      2001
                                                                                  --------------------     ---------------------

Cash Flows from Operating Activities:

<S>                                                                                   <C>                    <C>
Net cash provided (used) by operating activities                                      $  7,494               $  (10,346)
                                                                                  --------------------     ---------------------
Cash Flows from Investing Activities:

Investment in affiliate, net of cash
acquired of $112                                                                           --                      (348)
Other                                                                                     (404)                    (187)
                                                                                  --------------------     ---------------------
Net cash used by investing activities                                                     (404)                    (535)

Cash Flows from Financing Activities:

Purchase of common stock and options                                                    (5,597)                    (601)
Net repayments of borrowings                                                           (16,865)                   6,140
                                                                                  --------------------     ---------------------
Net cash provided (used) by financing activities                                       (22,462)                   5,539

Net decrease in cash and cash equivalents                                              (15,372)                  (5,342)
Cash and cash equivalents at beginning of year                                          19,228                    7,987
                                                                                  --------------------     ---------------------

Cash and cash equivalents at end of period                                           $   3,856                $   2,645
                                                                                  ====================     =====================


</TABLE>


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


<PAGE>

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

NOTE 1 - BACKGROUND AND BASIS OF PRESENTATION

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

     We operate in two  business  segments:  consumer  electronics  and sporting
goods. The consumer electronics segment designs,  sources, imports and markets a
variety of consumer electronic  products and licenses the "[EMERSON]"  trademark
for a variety of products domestically and internationally to certain licensees.
The sporting goods segment,  which is operated through Emerson's 53.2% ownership
of SSG,  manufactures 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 September
30, 2002 and the results of operations for the three and six month periods ended
September  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 three and six month  periods ended  September  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  and  six  month  periods  ended
September 30, 2002 and 2001 is as follows (in thousands):

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

<S>                                                       <C>                  <C>               <C>                <C>
Net income                                                $ 5,952              $ 4,739           $ 8,612            $ 6,932
Cumulative effect on equity of
  SFAS 133, net of taxes                                      (40)                  --               (40)                --
Derivatives qualifying as
  hedges, net of taxes                                        (37)                  --               (37)                --
Currency translation adjustment                                --                    3                 1                  3
Unrealized gains (losses) on
  securities, net                                              (1)                  (3)               (2)                 1
                                                     -----------------    ---------------     --------------     ----------------
Comprehensive income                                      $ 5,874              $ 4,739             $ 8,534            $ 6,936
                                                     =================    ===============     ===============    ================

</TABLE>

NOTE 3 - EARNINGS PER SHARE

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

<TABLE>
<CAPTION>

                                                              For the Three                              For the Six
                                                               Months Ended                              Months Ended
                                                  --------------------------------------   -----------------------------------
                                                      September             September         September           September
                                                      30, 2002               30, 2001          30, 2002            30, 2001
                                                  ----------------       ---------------    ----------------    ---------------
                                                                 (Unaudited)                             (Unaudited)
Numerator:
<S>                                                     <C>                    <C>                  <C>                <C>
Net income                                              $5,952                 $ 4,739              $8,612             $ 6,932
Add back to effect assumed conversions:
Interest on convertible
  debentures                                                --                     441                  --                 882
                                                  --------------------    ---------------     ----------------    ---------------
Numerator for diluted earnings                          $5,952                 $ 5,180              $8,612             $ 7,814
  per share
                                                  ====================    ===============     ================    ===============
Denominator:
Weighted average common
  shares - Basic                                        26,948                  31,343              28,189              31,343
Effect of dilutive securities:
  Preferred shares                                          --                   2,962                  --               2,962
  Options & warrants                                       998                     590                 688                 520
  Convertible debentures                                    --                   5,204                  --               5,204
                                                  --------------------    ---------------     ----------------    ---------------
Weighted average shares
  diluted                                               27,946                  40,099              28,877              40,029
                                                  ====================    ===============     ================    ===============
  Basic earnings per share                             $  0.22                 $  0.15             $  0.31             $  0.22
                                                  ====================    ===============     ================    ===============
  Diluted earnings per share                           $  0.21                 $  0.13             $  0.30             $  0.20
                                                  ====================    ===============     ================    ===============
</TABLE>


NOTE 4- CAPITAL STRUCTURE

     Our  outstanding  capital stock at September  30, 2002  consisted of common
stock and Series A convertible  preferred stock in which the conversion  feature
expired effective March 31, 2002.

     At September 30, 2002,  Emerson had outstanding  approximately  1.6 million
options with exercise prices ranging from $1.00 to $1.50 and SSG had outstanding
approximately 370,000 options with exercise prices ranging from $0.95 to $9.44.

     On August 1, 2002 Emerson granted  200,000  warrants with an exercise price
of $2.20 which fully vests after one year from date of grant in conjunction with
a consulting agreement.  The warrants were valued using the Black-Scholes option
valuation  model and will be recognized  over the related  service period of the
consulting  agreement which  corresponds to the vesting period.  For the quarter
ending September 30, 2002 approximately $12,000 was expensed to operations.

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


NOTE 5 - INVENTORY

     Inventories  are stated at the lower of cost or market.  Cost is determined
using the first-in,  first-out method for the consumer  electronics  segment and
the weighted-average cost method for the sporting goods segment. As of September
30,  2002 and  March  31,  2002,  inventories  consisted  of the  following  (in
thousands):

<TABLE>
<CAPTION>


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

<S>                                                                   <C>                               <C>
Raw materials                                                         $  1,995                          $  2,153
Work-in-process                                                            331                               258
Finished                                                                46,197                            41,531
                                                             -------------------------         ----------------------
                                                                        48,523                            43,942
Less inventory allowances                                               (2,702)                           (2,285)
                                                             -------------------------         ----------------------
                                                                      $ 45,821                          $ 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 carry forward period are reduced.


NOTE 7 - INVESTMENT IN SPORT SUPPLY GROUP, INC.

     As of September 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.

NOTE 8 - GOODWILL AND OTHER INTANGIBLE ASSETS

     In June,  2001, the Financial  Accounting  Standards Board issued Statement
No. 142, "Goodwill and Other Intangible  Assets" (SFAS 142).  Effective April 1,
2002, we adopted SFAS 142 which requires us to cease amortizing goodwill, and to
perform a transitional test for potential goodwill  impairment upon adoption and
then test goodwill at least  annually for  impairment by reporting  unit. Had we
ceased  amortizing  goodwill as of the beginning of fiscal 2002,  net income for
the three and six month periods  ending  September 30, 2001 would have increased
by approximately $50,000 and $102,000, respectively, and have no effect on basic
or diluted earnings per share.

     Goodwill  impairment  testing must also be  performed  more  frequently  if
events  or other  changes  in  circumstances  indicate  that  goodwill  might be
impaired.  Under the  provisions  of SFAS  142,  a two step  process  is used to
evaluate  goodwill  impairment.  Under step one of the evaluation  process,  the
carrying value of a reporting unit is compared to its fair value to determine if
a  potential  goodwill  impairment  exists.  Under  step  two of the  evaluation
process,  if a potential goodwill impairment is identified during step one, then
the amount of goodwill  impairment,  if any, is  measured  using a  hypothetical
purchase price  allocation  approach.  SFAS 142 required us to complete step one
within six months of adoption.  SFAS 142 requires us to complete step two by the
end of our fiscal year ended March 31, 2003.

<PAGE>

     We have  completed  our step one analysis of the  potential  impairment  of
goodwill in each of our two reporting  units,  which analysis has indicated that
we have a potential  impairment  of goodwill in  our  sporting  goods  reporting
unit.  We are in the process of  conducting  step two of our  transitional  year
assessment for our sporting goods reporting unit, which will be completed by the
end of the fiscal year ended March 31, 2003. As the step two assessment involves
complex  determinations  with respect to the fair value of the individual assets
and  liabilities of each reporting unit, the amount of goodwill  impairment,  if
any,  cannot be reliably  predicted  at this time.  As of  September  30,  2002,
Emerson  and SSG have  approximately  $400,000  and $7.4  million of goodwill on
their  respective  balance  sheets.  Under  SFAS 142,  any  goodwill  impairment
recorded  upon  transition  is  reported as a  cumulative  effect of a change in
accounting principle on the consolidated  statement of operations as of the date
of adoption, and has no cash impact.

NOTE 9 - BORROWINGS

     As of September 30, 2002 and March 31, 2002,  borrowings  and capital lease
obligations  (excluding  short-term  borrowings)  consisted of the following (in
thousands):

<TABLE>
<CAPTION>

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


<S>                                                   <C>                       <C>                        <C>
8 1/2% Senior Subordinated Convertible Debentures Due 2002                      $      --                  $ 20,750
Term loan                                                                           14,000                     --
Revolving line of credit                                                             3,693                     --
Notes payable under revolving line of credit                                        11,590                   16,839
Equipment notes and other                                                              232                      310
                                                                              ---------------------     --------------------
                                                                                    29,515                   37,899

Less current maturities                                                              4,117                    8,853
                                                                              ---------------------     --------------------
  Long term debt and notes payable                                                $ 25,398                 $ 29,046
                                                                              =====================     ====================

</TABLE>

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

     On June 28, 2002,  Emerson entered into a $40 million  Revolving Credit and
Term Loan Agreement ("Loan Agreement") with several U.S. financial institutions,
which was funded on July 1, 2002. The Loan Agreement  provides for a $25 million
revolving line of credit and a $15 million term loan. The $25 million  revolving
line of credit 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  was used to retire all of Emerson's  Debentures.  The interest  rate
charged on the term loan ranges from Prime plus 1.00% to 1.75% or, at  Emerson's
election,  LIBOR plus 2.50% and 3.25% depending on certain  financial  covenants
and amortizes over a three-year period. Pursuant to the Loan Agreement,  Emerson
is restricted  from,  among other things,  paying cash  dividends,  repurchasing
Emerson's  common  stock and  entering  into  certain  transactions  without the
lender's prior consent and is subject to certain  financial  covenants.  Amounts
outstanding  under  the Loan  Agreement  are  secured  by  substantially  all of
Emerson's assets.

     Notes payable under a revolving  line of credit  (Revolver)  were issued by
SSG in March 2001,  replacing a prior  facility.  The  facility  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 September 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 - DERIVATIVE FINANCIAL INSTRUMENTS

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

     The Company uses a derivative  financial  instrument to manage its interest
rate risk  associated  with  fluctuations  in interest  rates on its debt. As of
September 30, 2002, the Company had  outstanding an interest swap agreement that

<PAGE>

converts  $10  million,  of its  variable  rate Loan  Agreement  to a fixed rate
instrument  through 2004. These swap agreements are designed as cash flow hedges
and  changes in fair value of the hedges  are  recorded  in other  comprehensive
income and  reclassified  into  earnings in the same  periods  during  which the
hedged  transaction  affects earnings.  There is no  ineffectiveness  related to
these hedges.


NOTE 11 - SEGMENT INFORMATION

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

<TABLE>
<CAPTION>

                                    Three Months Ended September 30, 2002            Three Months Ended September 30, 2001

                                       Consumer                                          Consumer
                                      Electronics           Sporting Goods              Electronics          Sporting Goods
                                 --------------------- -----------------------     --------------------- ----------------------
<S>                                   <C>                     <C>                       <C>                   <C>
Net revenues                          $ 91,600                $ 26,088                  $ 83,327              $ 28,245
Income (loss) before
  income taxes                        $  8,139                $     31                  $  5,242              $   (508)
Segment assets                        $ 78,540                $ 60,896                  $ 73,308              $ 66,834

                                     Six Months Ended September 30, 2002               Six Months Ended September 30, 2001

                                       Consumer                                          Consumer
                                     Electronics           Sporting Goods              Electronics          Sporting Goods
                                 --------------------- -----------------------     --------------------- ----------------------
Net revenues                         $ 149,473               $ 52,861                   $132,496              $ 56,200
Income (loss) before
  income taxes                       $  12,401               $    368                   $  7,711              $ (1,031)

</TABLE>

NOTE 12 - LEGAL PROCEEDINGS

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

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.

<PAGE>

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 and six month periods ended September 30, 2002 and 2001:
<TABLE>
<CAPTION>

                                                   Three Months ended September 30          Six Months ended September 30
                                                 ------------------------------------- -----------------------------------------
                                                       2002                 2001                2002                 2001
                                                 -----------------     ---------------      --------------     -----------------
                                                              (Unaudited)                              (Unaudited)
<S>                                                  <C>                    <C>                 <C>                <C>
Net revenues (in thousands)                          $117,688               $111,572            $202,334           $188,696

Cost of sales                                          78.2%                 81.6%                77.7%              81.0%
Other operating costs and
  expenses                                              0.8%                  1.3%                 1.1%               1.5%
Selling, general and
  administrative expenses                              13.4%                 12.1%                14.1%              13.2%
    Operating income                                    7.6%                  5.0%                 7.1%               4.3%
Provision (benefit) for income
  taxes                                                 1.9%                  0.0%                 2.1%              (0.1)%
    Net income                                          5.1%                  4.3%                 4.3%               3.7%
</TABLE>

Net  Revenues -  Consolidated  net  revenues  for the three and six month period
ended  September 30, 2002 increased $6.1 million (5.5%) and $13.6 million (7.2%)
as compared to the same periods ended September 30, 2001.  Increases in consumer
electronics segment net revenues more then offsetting  decreases in the sporting
goods segment.

Cost of Sales - Cost of sales, as a percentage of consolidated  net revenues for
the three and six month period ended  September 30, 2002  decreased to 78.2% and
77.7% from 81.6% and 81.0%, respectively. The decreases in cost of sales for the
three and six month periods were  primarily the result of higher margins in both
the consumer electronics and sporting goods segments.

Other  Operating  Costs and  Expenses - Other  operating  costs and expenses are
associated  with  the  consumer   electronics   segment.   As  a  percentage  of
consolidated net revenues,  other operating costs and expenses decreased to 0.8%
from 1.3% for the three months  ended  September  30, 2002  compared to the same
period in fiscal  2002.  For the six months  ended  September  30,  2002,  other
operating costs, as a percentage of consolidated net revenues, decreased to 1.1%
from 1.5% for the same period in fiscal 2002.

Selling,  General and Administrative Expenses ("S,G&A") - S,G&A, as a percentage
of  consolidated  net revenues,  were 13.4% for the three months ended September

<PAGE>

30, 2002 as compared to 12.1% for the three months ended September 30, 2001. For
the six months ended September 30, 2002,  S,G&A, as a percentage of consolidated
net  revenues,  were 14.1% as  compared  to 13.2% for the same  period in fiscal
2002. In absolute  terms S,G&A  increased  $2.2 million and $3.6 million for the
three and six month  periods  ended  September  30, 2002 as compared to the same
periods in fiscal 2002.  The increase 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 and
six months ended September 30, 2002 was primarily the result of the utilizing of
previously  recognized  net  operating  loss  carryforwards  and a  foreign  tax
provision from the consumer electronics segment.

     Net Income - As a result of the foregoing factors,  we earned net income of
$6.0 million  (5.1% of net revenues) and $8.6 million (4.3% of net revenues) for
the three and six months  ended  September  30, 2002 as compared to $4.7 million
(4.3% of net revenues) and $6.9 million (3.7% of net  revenues)for the same year
ago periods.

Consumer Electronics Segment:

The following table summarizes certain financial information relating to the
consumer electronics segment for the three and six month periods ended September
30, 2002 and 2001 (in thousands):

<TABLE>
<CAPTION>

                                         Three Months Ended September 30            Six Months Ended September 30
                                        ----------------------------------------    -----------------------------------
                                              2002                  2001                  2002                2001
                                         ----------------     ------------------    ----------------    --------------
                                                       (Unaudited)                               (Unaudited)
<S>                                        <C>                  <C>                  <C>                  <C>
 Net revenues                              $ 91,611             $ 83,327             $149,494             $132,496

 Cost of sales                               74,017               70,724              120,573              112,463
 Other operating                                917                1,422                2,193                2,803
   Costs
 Selling, general &
   administrative                             7,820                5,278               12,837                8,318
                                    ----------------     -------------------    ----------------     ---------------
    Operating income                          8,857                5,903               13,891                8,912
 Interest expense,
   net                                         (645)                (727)              (1,256)              (1,344)
                                    ----------------     -------------------    ----------------     ---------------
    Income before                             8,212                5,176               12,635                7,568
      income taxes
 Provision for
   income taxes                               2,209                  181                4,021                  124
                                    ----------------     -------------------    ----------------     ---------------
    Net income                             $  6,003             $  4,995             $  8,614             $  7,444
                                    ================     ===================    ================     ===============

</TABLE>

Net  Revenues - Consumer  electronics  net revenues for the three and six months
ended  September  30,  2002  increased  $8.3  million  (9.9%) and $17.0  million
(12.8%),  respectively, as compared to the same period ended September 30, 2001.
The increase in net revenues for the three and six month period was comprised of
an increase in unit sales of audio products and licensing  revenues  offset by a
decrease in unit sales of  microwave  oven  products.  Revenues  earned from the
licensing of Emerson's  trademarks were $6.0 million for the first six months of
fiscal 2003 as compared to $2.7 million for the same period in fiscal 2002.

<PAGE>

Cost of Sales - Cost of sales,  as a  percentage  of  consumer  electronics  net
revenues,  decreased  to 80.8% and 80.7%  for the  three  and six  months  ended
September  30, 2002 from 84.9% for the three and six months ended  September 30,
2001.  The  decrease  in cost of  sales  as a  percentage  of net  revenues  was
primarily attributable to a greater impact of licensing revenues,  which have no
direct associated costs, and to higher gross profit margins on product sales.

Gross profit  margins  continue to be subject to competitive  pressures  arising
from pricing strategies  associated with the product categories in which Emerson
competes.  Emerson's  products are generally placed in the low-to-medium  priced
category of the market, which 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 to 1.0% and 1.5% for
the three and six month period ended  September  30, 2002 from 1.7% and 2.1% for
the same  year  over  year  periods  in fiscal  2002  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 8.5% and 8.6% for the three and six
months ended September 30, 2002, respectively, as compared to 6.3% for the three
and  six  months  ended  September  30,  2001  primarily  due to  recoveries  of
provisions related to substandard  receivables in the prior year, which were not
repeated  in the current  year,  an increase  in  provisions  for  uncollectable
accounts ; an increase in co-operative advertising costs; an increase in payroll
expenses and freight expense.

Interest  Expense,  net - Interest expense decreased $82,000 and $88,000 for the
three and six months ended September 30, 2002, respectively,  as compared to the
three and six months  ended  September  30, 2001 due to reduced  borrowings  and
lower interest rates.

Provision  (benefit)  for Income Taxes - The provision for income taxes was $2.2
million and $4.0 million for the three and six months ended  September 30, 2002,
respectively,  as compared to $181,000 and $124,000 for the three and six months
ended  September  30, 2001,  respectively.  The provision for September 30, 2002
primarily  consisted of deferred taxes related to previously  recognized Federal
and state tax net operating loss benefits and a foreign tax provision.

Net Income - As a result of the  foregoing  factors,  the  consumer  electronics
segment  earned net income of $6.0 million  (6.6% of net revenues) for the three
months  ended  September  30,  2002 as  compared  to $5.0  million  (6.0% of net
revenues)  for the three months  ended  September  30, 2001.  For the six months
ended  September 30, 2002 the consumer  electronics  segment earned $8.6 million
(5.8% of net  revenues) as compared to $7.4 million  (5.6% of net  revenues) for
the six months ended September 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 and six month
periods ended September 30, 2002 and 2001 (in thousands):

<TABLE>
<CAPTION>

                                         Three Months Ended September 30              Six Months Ended September 30
                                        --------------------------------------      -----------------------------------
                                            2002                  2001                  2002                 2001
                                        ------------------    -----------------     -----------------    --------------
                                                      (Unaudited)                                (Unaudited)
<S>                                        <C>                   <C>                 <C>                   <C>
Net revenues                               $ 26,088              $ 28,245            $ 52,861              $56,200

Cost of sales                                18,056                20,356              36,690               40,372
Selling, general &
  administrative                              7,858                 8,135              15,484               16,340
                                       ------------------    -----------------     -----------------    ----------------
    Operating income (loss)                     174                  (246)                687                 (512)
Interest expense, net                          (143)                 (262)               (319)                (519)
                                       ------------------    -----------------     -----------------    ----------------
    Income (loss) before                         31                  (508)                368               (1,031)
      income taxes
Provision (benefit) for
      income taxes                                9                  (186)                136                 (376)
                                       ------------------    -----------------     -----------------    ----------------
       Net income (loss)                     $   22              $   (322)           $    232             $   (655)
                                       ==================    =================     =================    ================
</TABLE>


Net  Revenues - Net  revenues  decreased  $2.2  million  (7.6%) and $3.3 million
(5.9%) for the three and six month periods ended  September 30, 2002 as compared
to the three and six month periods ended September 30, 2001. The decrease in net
revenues  was  primarily  the result of a general  slow-down in school and youth
organization funding and competitive pressures in the marketplace.

Cost of Sales - Cost of sales,  as a percentage of sporting  goods net revenues,
decreased  from 72.1% for the three month  period  ended  September  30, 2001 to
69.2% for the three month period  ended  September  30, 2002.  For the six month
period ended  September  30, 2002,  cost of sales,  as a percentage  of sporting
goods net revenues, decreased to 69.4% from 71.8% for the six month period ended
September  30,  2001.  The decrease was  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  $277,000  and  $856,000  for the  three  and six month
periods ended September 30, 2002, respectively, as compared to the three and six
month periods  ended  September 30, 2001.  S,G&A  expenses,  as a percentage of
sporting  goods net  revenues,  were 30.1% and 29.3% for the three and six month
periods ended September 30, 2002,  respectively,  as compared to 28.8% and 29.1%
for the three and six month  periods in the prior fiscal year.  The decrease was
primarily the result of the following: i. a decrease in payroll related expenses

<PAGE>

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;  and iii. a decrease in facility
expenses.

Interest Expense, net - Interest expense decreased by approximately $119,000 and
$200,000  for  the  three  and six  month  periods  ended  September  30,  2002,
respectively, as compared to the three and six month periods ended September 30,
2001, due primarily to lower overall borrowing levels and lower interest rates.

Benefit for Income Taxes - A tax provision of approximately $9,000 for the three
months  ended  September  30, 2002 as compared to a benefit of $186,000  for the
three months ended  September  30, 2001 was  recorded.  For the six months ended
September 30, 2002 SSG recorded a tax provision of $136,000 as compared to a tax
benefit of $376,000 for the same period in fiscal 2002.  SSG has a net operating
loss carryforward included in net deferred tax assets that can be used to offset
future taxable income and can be carried  forward for 15 to 20 years. We believe
the net  deferred tax assets will be realized  through tax  planning  strategies
available in future periods and future profitable  operating  results.  Although
realization  is not  assured,  we believe it is more likely than not that all of
the net  deferred  tax assets will be  realized.  The amount of the deferred tax
asset considered realizable, however, could be reduced or eliminated in the near
term if  certain  tax  planning  strategies  are not  successfully  executed  or
estimates of future taxable income during the carryforward period are reduced.

Net Income - As a result of the foregoing  factors,  the sporting  goods segment
had net income of $22,000  for the three  months  ended  September  30,  2002 as
compared to a net loss of $322,000  for the three  months  ended  September  30,
2001.  For the six months ended  September  30, 2002 the sporting  goods segment
earned  $232,000 as compared to a net loss of $655,000  for the six months ended
September 30, 2001.


Liquidity and Capital Resources

     Net cash  provided by  operating  activities  was $7.5  million for the six
months  ended   September  30,  2002.   Cash  was  primarily   provided  by  our
profitability  and an  increase  in  accounts  payable,  partially  offset by an
increase in accounts receivable.

     Net cash used by investing activities was $404,000 for the six months ended
September  30,  2002.  Cash was  utilized  primarily  for the  purchase of fixed
assets.

     Net cash used for financing activities was $22.5 million for the six months
ended  September  30, 2002.  Cash was  primarily  utilized for the  reduction of
borrowings, including the redemption of Emerson's outstanding debentures and the
exercise of an option to repurchase Emerson common stock.

<PAGE>

     Emerson  and  SSG  maintain  credit  facilities  as  described  in Note 9 -
Borrowings.  At September 30, 2002,  there were  approximately  $29.5 million of
borrowings  outstanding under these  facilities,  of which  approximately  $17.7
million  of  borrowings  were  outstanding  by  Emerson  and  $11.8  million  of
borrowings were outstanding by SSG. No letters of credit were outstanding  under
these facilities by either Emerson or SSG as of September 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 $7.5 million  credit  facility  with a $2.5  million  seasonal
increase which is used for inventory purchases and (ii) two back-to-back letters
of credit totaling $45 million.  At September 30, 2002, our Hong Kong subsidiary
pledged  $2.2 million in  certificates  of deposit to one of its banks to assure
the availability of the $5.0 million credit facility and a $2.5 million seasonal
line increase.  At September 30, 2002, there were approximately $8.9 million and
$9.2 million,  respectively, of letters of credit outstanding under these credit
facilities.

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

     There  were no  substantial  commitments  for  capital  expenditures  as of
September 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 six months ended September 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

     The sporting  goods segment has  significant  intangible  assets related to
goodwill and other acquired intangibles.  The determination of related estimated
useful lives and whether or not these assets are impaired  involves  significant
judgments.  Changes in strategy  and/or market  conditions  could  significantly
impact these  judgments  and require  adjustments  to recorded  asset  balances.
Effective  April 1,  2002,  we  adopted  SFAS  142  which  requires  us to cease
amortization of goodwill,  to perform a transitional test for potential goodwill
impairment  upon  adoption,  and then  test  goodwill  for  impairment  at least
annually by reporting unit. See Note 8 - "Goodwill and Other Intangible Assets".

Inflation, Foreign Currency, and Interest Rates

     Neither inflation nor currency fluctuations had a significant effect on our
results of  operations  during the first or second  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 and LIBOR rate.  We have  entered  into an  interest  hedge  agreement  to
partially  mitigate such risk.  While a significant  increase in interest  rates
could have an adverse effect on our financial condition for that portion of debt
not covered by such interest hedge contracts,  we believe that given the present
economic  climate,  interest  rates are not  expected to increase  significantly
during the coming year.

Recent Pronouncements of the Financial Accounting Standards Board

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

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

<PAGE>

Forward-Looking Information

     This report contains various  forward-looking  statements under the Private
Securities Litigation Reform Act of 1995 (the "Reform Act") and information that
is based on our beliefs as well as assumptions made by and information currently
available to us. When used in this report,  the words  "anticipate",  "believe",
"estimate", "expect", "predict", "project", and similar expressions are intended
to identify forward-looking  statements.  Such statements are subject to certain
risks,  uncertainties  and  assumptions.  Should  one or more of these  risks or
uncertainties  materialize,  or should  underlying  assumptions prove incorrect,
actual  results  may  vary  materially  from  those  anticipated,   expected  or
projected.  Among the key  factors  that could  cause  actual  results to differ
materially are as follows:  (i) the ability of the consumer  electronics segment
to continue selling products to two of its largest  customers whose net revenues
represented  22%  and  19%  of  fiscal  2002  consolidated  net  revenues;  (ii)
competitive  factors in the consumer  electronics  segment,  such as competitive
pricing  strategies  utilized by  retailers  in the  domestic  marketplace  that
negatively  impact  product  gross  margins;  (iii) the ability of the  consumer
electronics and sporting goods segments to maintain their  suppliers,  primarily
all of whom are located in the Far East for the  consumer  electronics  segment;
(iv) the ability of the sporting goods segment to have an uninterrupted shipping
service from outside  carriers;  (v) our ability to comply with the restrictions
imposed  upon  us by our  outstanding  indebtedness;  (vi)  the  ability  of the
consumer electronics segment to import and distribute product given the existing
conditions  regarding  the West Coast Pier Lockout;  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 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.

Item 4. Controls and Procedures

     Within the 90-day  period prior to the filing of this  Quarterly  Report on
Form 10-Q,  we carried out an  evaluation,  under the  supervision  and with the
participation of management, including our Chief Executive Officer and our Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of our
disclosure  controls and procedures (as defined in Rules 13a-14 and 15d-14 under
the Exchange Act). Based upon that evaluation,  our Chief Executive  Officer and
Chief  Financial  Officer  have  concluded  that  our  disclosure  controls  and

<PAGE>

procedures  are  effective  in  timely  alerting  them to  material  information
relating to us (including our consolidated subsidiaries) required to be included
in our periodic SEC filings. Since the date of that evaluation,  there have been
no significant  changes in our internal  controls or in other factors that could
significantly  affect those  controls,  including  any  corrective  actions with
regard to significant deficiencies and material weaknesses.


                            PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings.

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


ITEM 2.  Changes in Securities and Use of Proceeds.

     On August 1, 2002,  we issued a warrant to purchase  200,000  shares of our
common stock to Further Lane Asset Management LP ("Further Lane") for consultant
services to be  rendered by Further  Lane to us. The  warrants  are  exercisable
commencing  August 1, 2003 at an  exercise  price of $2.20 per share and Further
Lane was granted piggy-back  registration  rights for the shares of common stock
issuable  upon  exercise of the warrants.  The above  transaction  was a private
transaction not involving a public offering and was exempt from the registration
provisions of the  Securities  Act of 1933, as amended ("the Act"),  pursuant to
Section  4(2)  thereof.  The sale of the  securities  was  without the use of an
underwriter,  and the warrants bear a  restrictive  legend  permitting  transfer
thereof only upon registration or an exemption under the Act. .


ITEM 3.  Default Upon Senior Securities.

     (a) None

     (b) None


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

     The Annual Meeting of the Company's  shareholders was held on September 25,
2002, at which time the shareholders  elected the following slate of nominees to
remain on the Board of Directors:  Robert H. Brown, Jr., Peter G. Bunger, Jerome
H. Farnum,  Stephen H. Goodman and Geoffrey P. Jurick.  Election of the Board of
Directors  was the only  matter  submitted  for  shareholder  vote.  There  were
26,907,169  shares of outstanding  capital stock of the Company entitled to vote
at the record date for this meeting and there were present at such  meeting,  in
person or by proxy,  stockholders  holding  24,960,140  shares of the  Company's

<PAGE>

Common Stock,  which  represented  92.76% of the total capital stock outstanding
and entitled to vote.  There were  24,960,140  shares voted on the matter of the
election of directors.  The result of the votes cast  regarding each nominee for
office was:

 Nominee for Director                   Votes For              Votes Withheld
 --------------------                   ---------              --------------
 Robert H. Brown, Jr.                   24,825,779                   134,361
 Peter G. Bunger                        24,882,579                    77,561
 Jerome H. Farnum                       24,825,779                   134,361
 Stephen H. Goodman                     24,825,779                   134,361
 Geoffrey P. Jurick                     24,882,579                    77,561


ITEM 5.  Other Information.

         (a)      None

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

         (a)      Exhibits:

10.12.2 Second  Amendment to License  Agreement  effective August 1, 2002 by and
        between Funai Corporation and Emerson.*

10.28   Common Stock Purchase Warrant  Agreement  entered into on August 1, 2002
        by   and   between   Emerson    Radio    Corp.  and  Further  Lane Asset
        Management LP.*

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

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

        (b)  Reports  on Form  8-K -  During  the  three  month  period  ended
             September 30, 2002, no Form 8-K was filed.


* filed herewith


<PAGE>

                                   SIGNATURES


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


                                                EMERSON RADIO CORP.
                                                  (Registrant)



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



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


<PAGE>


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


I, Geoffrey P. Jurick, certify that:

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

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

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

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

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

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

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

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

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

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

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


November 8, 2002

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


<PAGE>


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


I, Kenneth A, Corby, certify that:


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

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

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

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

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

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

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

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

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

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

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



November 8, 2002
                                                 By: /s/ Kenneth A. Corby
                                                         Kenneth A. Corby
                                                         Chief Financial Officer


<PAGE>