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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM 10-K
                                   (Mark One)

[X ] ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 For the Fiscal Year ended March 31, 2002

                                                      OR

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

                        For the transition period from to

                         Commission File Number 0-25226

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

             Delaware                                       22-3285224
(State or other jurisdiction of incorporation    (I.R.S. Employer Identification
     or organization)                                        Number)

    Nine Entin Road, Parsippany, NJ                         07054
(Address of principal executive offices)                 (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

       Title of each class             Name of each exchange on which registered
Common Stock, par value $.01 per share        American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None.

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
requirement for the past 90 days. [X] YES [ ] NO.

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Aggregate   market  value  of  the  voting  stock  of  the  registrant  held  by
non-affiliates  of the  registrant at July 8, 2002 (computed by reference to the
last reported sale price of the Common Stock on the American  Stock  Exchange on
such date): $30,487,404.

Number of Common Shares outstanding at July 8, 2002: 26,907,169

                      DOCUMENTS INCORPORATED BY REFERENCE:

         Document
                                                         Part of the Form 10-K
Proxy Statement for Annual Meeting of
Stockholders expected to be held on or about September 25, 2002
                                                                    Part III

                                     PART I

Item 1.    BUSINESS

The Company

     We operate in two business segments:

     o    consumer electronics; and

     o    sporting goods.

     The consumer  electronics segment designs,  sources,  imports and markets a
variety of consumer  electronic  products  and  licenses  its  trademarks  for a
variety of products world wide.  The sporting  goods segment,  which is operated
through our 53% ownership of Sport Supply Group,  Inc.,  distributes and markets
sports  related  equipment  and  leisure  products  primarily  to  institutional
customers in the United States.

     Emerson  was  originally  formed in the State of New York in 1956 under the
name Major  Electronics  Corp.  In 1977, we  reincorporated  in the State of New
Jersey  and  changed  our  name  to  Emerson   Radio  Corp.  In  1994,  we  were
reincorporated in Delaware.  Our principal executive offices are located at Nine
Entin  Road,  Parsippany,   New  Jersey  07054-0430.  Our  telephone  number  in
Parsippany, New Jersey, is (973) 884-5800.

     Unless the context otherwise requires, the term:

     o    "Emerson"  refers  to our  "consumer  electronics"  segment  which  is
          operated through Emerson Radio Corp. and its subsidiaries,  other than
          SSG;

     o    "SSG" refers to our "sporting goods" segment which is operated through
          Sport Supply Group, Inc. and its subsidiaries; and

     o    "we", "us" and "our" refers to both Emerson and SSG.

     For a more detailed  discussion of SSG's  business and financial  data, see
SSG's Form 10-K for the fiscal year ended March 29, 2002.

<PAGE>

Consumer Electronics Segment

     General

     Emerson,  directly  and through  several  subsidiaries,  designs,  sources,
     imports,  markets,  sells and  licenses  to certain  licensees a variety of
     consumer  electronics  both  domestically  and  internationally  under  the
     Emerson(R) and HH Scott(R) brand names. These products include :


     o    video products - Televisions, combination television/VCR/DVD,  digital
          video disc (DVD), video cassette recorders (VCR) and set top boxes;

     o    microwave ovens; and

     o    audio, clocks and clock radios, home theater systems and multi-media;

     o    house ware products;

     o    video  accessories,   telecommunication  equipment,  certain  computer
          accessories, specialty and other consumer electronic products.


     Emerson also  licenses a variety of  specialty  themed logos and marks from
third parties for use on audio products that bear these various names.  We refer
to these as inbound licenses.

     The trade name "Emerson  Radio" dates back to 1912 and is one of the oldest
and  most  well  respected  names  in the  consumer  electronics  industry.  See
"Licensing and Related Activities."

     Emerson  believes it possesses an advantage over its competitors due to the
combination of:

     o    the "EMERSON(R)" brand recognition;

     o    its distribution base and established customer relations;

     o    its sourcing expertise and established vendor relations;

     o    an  infrastructure   with  personnel   experienced  in  servicing  and
          providing   logistical   support  to  the   domestic   mass   merchant
          distribution channel; and

     o    its extensive  experience  in  establishing  license and  distribution
          agreements on a global basis for a variety of products.

     Emerson  intends to continue  leveraging its core  competencies  to offer a
broad variety of current and new consumer electronic  products to customers.  In
addition,  Emerson has in the past,  and  intends to form in the  future,  joint
ventures  and enter into  additional  inward  formed and outward  licensing  and
distribution  agreements  that take  advantage of its trademarks and utilize the
logistical  and  sourcing  advantages  for  products  that are more  efficiently
marketed through these arrangements.

<PAGE>

     The  consumer  electronics  segment's  core  business  consists of selling,
distributing  and  licensing  various low to  moderately  priced  categories  of
consumer  electronic  products.  The majority of Emerson's  marketing  and sales
efforts are  concentrated in the United States and, to a lesser extent,  certain
other   international   regions.   Major   competitors   in  these  markets  are
foreign-based manufacturers and distributors. See "-Competition."

     Products

     Emerson's current product and branded categories consist of the following:

<TABLE>


Video Products                        Audio Products                                   Other

<S>                                   <C>                                              <C>
Color televisions                     CD stereo systems                                House wares
Color specialty televisions           Digital clock radios                             Home theater
Digital video disc (DVD)              Portable audio, cassette & CD systems            Microwave ovens
Specialty video cassette players      Personal audio, cassette & CD systems            Multi-media
Video cassette recorders (VCR)        Shelf systems
                                      Specialty clock radios
</TABLE>


     Growth Strategy

     Emerson's strategic focus is to:

     o    develop and expand its distribution of consumer electronic products in
          the domestic marketplace to existing and new customers;

     o    develop  and sell  new  products,  such as home  office  products  and
          products  utilizing popular theme characters and logos through the use
          of various inbound license agreements:

     o    capitalize  on  opportunities to license  the  "EMERSON(R)"  and "H.H.
          Scott(R)" trademarks;

     o    leverage  and  exploit its  sourcing  capabilities,  buying  power and
          logistics  expertise in the Far East either for itself or on behalf of
          third parties;

     o    expand international sales and distribution channels;

     o    further develop its direct to consumer sales channel; and

     o    expand through strategic mergers and acquisitions.

<PAGE>

     In connection with Emerson's strategic focus, Emerson may from time to time
take an equity position in various corporate entities.

     Emerson  believes  that the "EMERSON(R)"  trademark is  recognized  in many
countries. A principal component of Emerson's growth strategy is to utilize this
global brand name recognition  together with its reputation for quality and cost
competitive products to aggressively promote its product lines within the United
States and targeted geographic areas on an international basis. Emerson believes
that it will be able to  compete  more  effectively  in the  highly  competitive
consumer   electronics   and  microwave  oven   industries,   domestically   and
internationally,  by combining innovative approaches to the consumer electronics
current  product  line  and  augmenting  its  product  line  with  complementary
products.  Emerson  intends to pursue  such  plans  either  independently  or by
forging  new  relationships,  including  license  arrangements,  distributorship
agreements and joint ventures. See "-Licensing and Related Activities."

     Sales and Distribution

     Emerson makes a direct import program and a domestic  program  available to
its  customers.   Under  its  direct  import  program,   products   bearing  the
"EMERSON(R)"  trademark are imported directly by Emerson's customers.  In fiscal
2002 and 2001, products  representing  approximately 63% and 80% of net consumer
electronics  revenues,  respectively,  were  earned  under  this  direct  import
program.  See Item 7 -  "Management's  Discussion  and  Analysis  of  Results of
Operations and Financial Condition."

     Emerson has an integrated  system to coordinate the  purchasing,  sales and
distribution  aspects of its operations.  Emerson receives orders from its major
accounts electronically, via facsimile, telephone or mail. Emerson does not have
long-term contracts with any of its customers,  but rather receives orders on an
ongoing basis.  Products  imported by Emerson,  generally from the Far East, are
shipped by ocean  and/or  inland  freight and then stored in  contracted  public
warehouse  facilities  for shipment to customers.  All inventory is monitored by
Emerson's  electronic  inventory  system.  As a purchase  order is received  and
filled from inventory,  warehoused  product is labeled and prepared for outbound
shipment to customers by common,  contract or small  package  carriers for sales
made from inventory.

     Domestic Marketing

     In the United States, Emerson markets its products primarily through:

     o    mass merchandisers;

     o    discount retailers;

     o    toy retailers; and

     o    distributors and specialty catalogers.

<PAGE>

     Wal-Mart Stores accounted for  approximately  22% and 41% and Target Stores
accounted  for  approximately  19% and 14% of our  consolidated  net revenues in
fiscal 2002 and 2001,  respectively.  No other customer  accounted for more than
10% of our consolidated net revenues in either period.  Management believes that
a loss of either of these customers would have a material  adverse affect on our
business and results of operations.

     Approximately  55% and  34% of the net  consumer  electronics  revenues  in
fiscal  2002 and 2001,  respectively,  were made  through  sales  representative
organizations  that receive sales  commissions  and work closely with  Emerson's
sales personnel.  The sales  representative  organizations  sell, in addition to
Emerson products,  similar,  but generally  non-competitive,  products.  In most
instances,  either party may terminate a sales representative relationship on 30
days' prior notice in  accordance  with  customary  industry  practice.  Emerson
utilizes  approximately  25 sales  representative  organizations,  including two
through which approximately 29% and 11% of the net consumer electronics revenues
were made in fiscal 2002. For fiscal 2001 one sales  organization  accounted for
approximately  21% of the net  consumer  electronics  revenues.  No other  sales
representative  organization  accounted  for  more  than  10%  of  the  consumer
electronics  net revenues in either year.  The remainder of Emerson's  sales are
serviced by its sales  personnel.  Management  believes  that the loss of one or
more sales representative organizations would not have a material adverse affect
on our business and results of operations.

     Foreign Marketing

     Approximately 2% and 3% of the consumer electronics segment net revenues in
fiscal 2002 and 2001, respectively, were derived from customers based in foreign
countries  through  license  and  distribution  agreements  primarily  in  South
America, Canada, and Mexico.

     Licensing and Related Activities

     Emerson has several  license  agreements  that allow  licensees  to use the
"EMERSON(R)" and "H.H.  Scott(R)" trademarks for the manufacture and/or the sale
of  consumer  electronics  and other  products  and are  referred to as outbound
licenses.  These license agreements cover various countries throughout the world
and are subject to renewal at the initial expiration of the agreements.  License
revenues recognized and earned in fiscal 2002, 2001, and 2000 were approximately
$6,952,000, $3,930,000, and $3,143,000, respectively. Emerson records a majority
of  licensing  revenues  as  earned  over  the term of the  related  agreements.
Additionally,   Emerson  has  entered  into  several   sourcing  and  inspection
agreements that require Emerson to provide these services in exchange for a fee.

     In October  2000,  Emerson  entered  into a  three-year  license  agreement
("Video License  Agreement") with Funai Corporation,  Inc.  ("Funai")  effective
January 1, 2001, which was amended to extend the Video License  Agreement for an
additional  year.  The Funai  agreement  replaced a prior  agreement with Daewoo
Electronics Co. Ltd. ("Daewoo"). The Video License Agreement with Funai provides
that Funai will  manufacture,  market,  sell and distribute  specified  products
bearing the "EMERSON(R)"  trademark to  customers in U.S. and Canadian  markets.
Under the terms of the agreement,  Emerson will receive  non-refundable  minimum
annual royalty  payments of $4.3 million each calendar year and a license fee on
sales of  products  subject  to the  Video  License  Agreement  in excess of the

<PAGE>

minimum annual royalties. The minimums are credited against royalties earned for
the  sale of  products.  During  fiscal  2002  and  2001,  license  revenues  of
$5,624,000 and $1,075,000, respectively, were recorded under this agreement.

     Throughout various parts of the world,  Emerson maintains  distribution and
license  agreements  for the  distribution  of Emerson's  products  into defined
geographic areas.

     Emerson   intends  to  pursue   additional   licensing   and   distribution
opportunities  and believes that such  activities  have had and will continue to
have a positive  impact on operating  results by generating  income with minimal
incremental  costs,  if any,  and without the  necessity  of  utilizing  working
capital.  See Item 7 -  "Management's  Discussion  and  Analysis  of  Results of
Operations and Financial Condition" and "Forward-Looking Information."

     Design and Manufacturing

     Emerson's   products  are  manufactured  by  several   original   equipment
manufacturers  in accordance with Emerson's  specifications.  During fiscal 2002
and 2001 100% of Emerson's  purchases  consisted of imported finished goods from
manufacturers primarily located in:


     o    South Korea;

     o    China;

     o    Malaysia; and

     o    Thailand.

     Emerson's  design team is  responsible  for product  development  and works
closely with Emerson's suppliers and design teams. Emerson's engineers determine
the detailed  cosmetic,  electronic and other  features for new products,  which
typically  incorporate  commercially  available electronic parts to be assembled
according  to their  design.  Accordingly,  the exterior  designs and  operating
features  of the  products  reflect  Emerson's  judgment  of current  styles and
consumer  preferences.  Emerson's  designs  are  tailored  to meet the  consumer
preferences of the local market,  particularly in the case of its  international
markets.


     The following summarizes Emerson's purchases from its major suppliers:

                                               Fiscal Year
   Supplier                             2002               2001
 Avatar Mfg                             29%                20%
 Tonic Electronics                      17%                17%
 Daewoo                                 16%                21%
 Kysho                                  * %                16%
 Imarflex                               * %                12%

--------------------------------------------------------------------------------
<PAGE>

     No other supplier  accounted for more than 10% of Emerson's total purchases
in fiscal 2002 or 2001.  Emerson considers its relationships  with its suppliers
to be  satisfactory  and  believes  that,  barring any unusual  material or part
shortages or economic,  fiscal or monetary  conditions Emerson could develop, as
it already has,  alternative  suppliers.  No  assurance  can be given that ample
supply of product  would be available at current  prices if Emerson was required
to seek alternative sources of supply without adequate notice by a supplier or a
reasonable  opportunity  to seek alternate  production  facilities and component
parts.  See  Item 7 -  "Management's  Discussion  and  Analysis  of  Results  of
Operations  and Financial  Condition" and "Forward - Looking  Information,"  and
Item 7A - "Inflation and Foreign Currency."

     Warranties

     Emerson offers limited warranties for its consumer electronics,  comparable
to those  offered to consumers by its  competitors  in the United  States.  Such
warranties  typically consist of a 90 day period for audio products and one year
period for microwave products, under which Emerson will pay for labor and parts,
or offer a new or similar unit in exchange for a non-performing unit.

     Returned Products

     Emerson's  customers  return  product to Emerson  for a variety of reasons,
including:

     o    retailer return policies with their customers;

     o    damage to goods in transit and cosmetic imperfections; and

     o    mechanical failures.

     Emerson has entered into agreements with the majority of its suppliers that
require the supplier to accept returned defective product. Emerson pays a fee to
the supplier and in exchange  receives a unit.  The return to vendor  agreements
have resulted in significant cost savings.

     Backlog

     We do not believe  that  backlog is a  significant  factor in our  consumer
electronics  segment.  The ability of  management  to correctly  anticipate  and
provide for inventory  requirements is essential to the successful  operation of
our consumer electronics business.

<PAGE>

     Trademarks

     Emerson owns the:

     o    "EMERSON(R)";

     o    "Emerson Research(R)";

     o    "Emerson Interactive sm";

     o    "H.H. Scott(R)"; and

     o    "Scott(R)"

trademarks  for  certain  of its  home  entertainment  and  consumer  electronic
products in the United States,  Canada,  Mexico and various other countries.  Of
the trademarks  owned by Emerson,  those registered in the United States must be
renewed at various  times  through 2011 and those  registered  in Canada must be
renewed at various times through 2014.  Emerson's trademarks are also registered
in various  countries,  which  registrations  must be renewed at various  times.
Emerson  intends to renew all  trademarks  necessary for its  business.  Emerson
considers  the  "EMERSON(R)"  trademark  to be of  material  importance  to  its
business,  but does not  consider  the  other  trademarks  that it owns to be of
material importance to its business. Emerson licenses the "EMERSON(R)" trademark
to third  parties,  the scope of which is on a limited  product  and  geographic
basis and for a period of time. See "Licensing and Related Activities."

     Competition

     The market  segment of the consumer  electronics  industry in which Emerson
competes  generates  approximately  $14 billion of factory sales annually and is
highly fragmented,  cyclical and very competitive. The industry is characterized
by the short  life  cycle of  products,  which  requires  continuous  design and
development efforts.

     Emerson  primarily  competes  in the  low to  medium-priced  sector  of the
consumer electronics market. Management estimates that Emerson has several dozen
competitors that are manufacturers and/or  distributors,  many of which are much
larger and have greater  financial  resources  than  Emerson.  Emerson  competes
primarily on the basis of:

     o    its reliability;

     o    quality;

     o    price;

     o    design;

     o    consumer acceptance of the "EMERSON(R)" trademark; and

     o    quality service and support to retailers and their customers.

     Emerson also  competes at the retail level for shelf space and  promotional
displays,  all  of  which  have  an  impact  on  its  established  and  proposed
distribution channels.

<PAGE>

     Seasonality

     Emerson  generally  experiences  stronger demand from its customers for its
products in the fiscal  quarters ending  September and December.  But during the
last several years this revenue  pattern has been less prevalent due to the need
for  retailers  to  plan  earlier  for  the  Christmas  selling  season  and our
management's  ability to obtain  additional  orders to meet  additional  product
demand during the March and June fiscal quarters.

Sporting Goods Segment

     General

     Management  believes  SSG to be a leading  direct  mail  marketer of sports
related  equipment and leisure products for sale primarily to the  institutional
market in the United States.

     Products

     SSG  manufactures  and  distributes  one of the  broadest  lines of  sports
related equipment and leisure products  primarily to the  institutional  market.
SSG offers  approximately  10,000  sporting  goods and  sports and  recreational
leisure  products,  over 3,000 of which are manufactured by SSG. The SSG product
lines include:  archery;  baseball;  softball;  basketball;  camping;  football;
tennis and other racquet  sports;  gymnastics;  indoor  recreation  and physical
education;   soccer;  field  and  floor  hockey;   lacrosse;  track  and  field;
volleyball; weight lifting; fitness equipment; outdoor playground equipment; and
early childhood development products.

     Brand recognition is important to the institutional  market.  Most of SSG's
products are marketed  under trade names or trademarks  owned or licensed by SSG
and include the following:

Alumagoal(R)                 AMF(R)                       ATEC(R)
Blastball(R)                 BSN(R)                       Champion
Curvemaster(R)               Fibersport                   Flag  A  Tag(R)
Gamecraft                    GSC Sports                   Hammett & Sons
Huffy(R)                     Maxpro(R)                    MacGregor(R)
New England Camp & Supply    NorthAmerican Recreation(R)  Passon's Sports
Pillo Polo(R)                Port-A-Pit(R)                Pro Base(R)
Pro Down(R)                  Pro Net                      Rol-Dri(R)and Tidi-
                                                            Court
Safe-Squat                   Toppleball(R)                U.S. Games, Inc(R)
Voit(R)

<PAGE>

Growth Strategy

         SSG believes:

     o    the institutional sporting goods market is highly fragmented;

     o    that most of SSG's  competitors  lack the necessary  capital,  support
          systems,  and  economies  of scale to  effectively  exploit  available
          opportunities for growth; and

     o    it is well positioned to grow the business due to:

          o    its ability to process and fulfill a high capacity of orders;

          o    its well-developed expertise in catalog design and merchandising;
               and

          o    its information technology system and its internet platform.

     One of the most important  contributions  of SSG's  information  technology
system is that the data is  available  to a host of  websites.  Each  website is
strategically  targeted  to a  specific  customer  group or  product  line.  The
continued  migration of SSG's customers to its websites is vital to SSG's growth
and success.

     Sales and Distribution

     SSG's  websites  enable  its  customers  to place  orders,  access  account
information,  track orders,  and perform routine customer service inquiries on a
real-time basis,  twenty-four hours a day, seven days a week. This functionality
allows for more convenience and added flexibility for its customers.

     SSG's sourcing, warehousing,  distribution and fulfillment capabilities and
its fully  integrated  information  system,  provide the  necessary  capacities,
logistics and information  technological  support to meet the demands and growth
potential of commerce via the Internet.

     Domestic Marketing

     SSG offers products directly to the institutional market primarily through:

          o    a variety of distinctive, information-rich catalogs;

          o    sales   personnel   strategically   located  in   certain   large
               metropolitan areas;

          o    in-bound and out-bound telemarketers;

          o    a team of experienced bid and quote personnel; and

          o    the Internet.

     SSG's  marketing  efforts  are  supported  by a  database  of over  250,000
customers,  a call center,  a  custom-designed  distribution  center and several

<PAGE>

manufacturing  facilities.  SSG  currently  offers  approximately  10,000 sports
related equipment products to over 100,000 customers,  which include: public and
private schools;  colleges;  universities and military academies;  municipal and
governmental agencies;  military facilities;  churches; clubs; camps; hospitals;
youth sports leagues; non-profit organizations;  team dealers; and certain large
retail sporting goods chains.

     SSG believes  that its customer base in the United States is the largest in
the institutional direct mail market for sports related equipment.

     Licensing and Related Activities

     SSG inward licenses many  well-known  names and trademarks that allow it to
manufacture, sell, and distribute specified sport related products and equipment
to institutional  customers using the licensed names for specified  royalty fees
paid to licensors. See "-Trademarks."

     Design and Manufacturing

     SSG  manufactures,  assembles and  distributes  many of its products at its
facilities. See Item 2 -- "Properties."

     Certain products manufactured by SSG are custom-made; such as tumbling mats
ordered in color or size  specifications,  while  others are  standardized.  The
principal raw  materials  used by SSG in  manufacturing  are, for the most part,
readily available from several different  sources.  No one supplier accounts for
more than 10% of the total raw  materials  supplied to SSG.  Such raw  materials
include: foam; vinyl; nylon thread; steel and aluminum tubing; wood.

     Items  not  manufactured  by  SSG  are  purchased  from  various  suppliers
primarily  located in the United States,  Taiwan,  Australia,  the  Philippines,
Thailand,  China,  Pakistan,  Sweden and Canada. SSG has no significant purchase
contracts  with any major  supplier  of  finished  products,  and most  products
purchased from suppliers are readily available from other sources.  Purchases of
most finished products are made in U.S. dollars and are, therefore,  not subject
to direct foreign exchange rate differences.

     Warranties

     SSG typically offers limited  warranties for its sporting goods,  which are
comparable to its competitors.

     Returned Products

     In most instances,  SSG's customers have the right to return product within
30 days.  Returned products in the sporting goods segment are less frequent than
the consumer  products segment,  and are not considered a significant  factor in
SSG's operations.

<PAGE>

     Backlog

     We believe that backlog is not a significant  factor in our sporting  goods
segment.  The ability of  management  to  correctly  anticipate  and provide for
inventory  requirements  is  essential  to the  successful  operation  of  SSG's
business.

     Trademarks

     SSG licenses many well known names and trademarks, such as:

          o    Voit(R);

          o    Huffy(R);

          o    MacGregor(R);

          o    Maxpro(R); and

          o    AMF(R).

     These licenses  allow SSG to  manufacture,  sell, and distribute  specified
sport related  products and  equipment to  institutional  customers  using these
names for specified royalty fees. These license agreements have expiration dates
ranging from December 31, 2002 through 2040, in some cases with renewable terms.

     Competition

     SSG competes in the institutional sporting goods market principally with:

          o    local sporting goods dealers;

          o    retail sporting goods stores;

          o    other direct mail catalog marketers; and

          o    providers of sporting goods on the Internet.

     SSG has  identified  several  direct mail  companies  in the  institutional
market most of whom it believes are competitors  substantially  smaller than SSG
in terms of geographic coverage, products, E-Commerce capability and revenues.

     SSG competes in the institutional market principally on the basis of brand,
price,  product  availability and customer service,  which it believes it has an
advantage in the institutional  market over traditional sporting goods retailers
and team  dealers  because its selling  prices do not include  comparable  price
markups  attributable  to traditional  multi-distribution  channel  markups.  In

<PAGE>

addition,   the  ability  to  control  the   availability  of  goods  which  SSG
manufactures enables it to respond more rapidly to customer demand.

     Seasonality

     The seasonality of Emerson is counterbalanced by SSG which has historically
experienced  strong  revenues  during the March quarter  primarily due to volume
generated by spring and summer sports,  favorable outdoor weather conditions and
school needs  before  summer  closings,  and weak  revenues  during the December
quarter.

Government Regulation

     Pursuant to the Tariff Act of 1930,  as amended,  the Trade Act of 1974 and
regulations promulgated there under, the United States government charges tariff
duties,  excess  charges,  assessments  and  penalties  on many  imports.  These
regulations are subject to constant  change and revision by government  agencies
and by action by the United States Trade  Representative and may have the effect
of increasing the cost of goods purchased by us or limiting  quantities of goods
available  to us from our  overseas  suppliers.  A number of states have adopted
statutes  regulating  the  manner  of  determining  the  amount of  payments  to
independent  service  centers  performing  warranty  service on products such as
those sold by us. Additional Federal  legislation and regulations  regarding the
importation of consumer electronics products, including the products marketed by
us,  have been  proposed  from  time-to-time  and,  if enacted  into law,  could
adversely affect our financial condition and results of operations.

     Many of our products are subject to 15 U.S.C.A.  ss.ss. 2051-2084 (1998 and
Supp.  2002),  among other laws,  which  empowers  the Consumer  Product  Safety
Commission (the "CPSC") to protect  consumers from hazardous  sporting goods and
other  articles.  The CPSC has the authority to exclude from the market  certain
articles that are found to be hazardous and can require a manufacturer to refund
the purchase price of products that present a substantial  product hazard.  CPSC
determinations  are subject to court  review.  Similar laws exist in some states
and cities in the United States.


Product Liability and Insurance

     Because  of the  nature  of the  products  sold by us,  particularly  those
products sold by SSG, we are  periodically  subject to product  liability claims
resulting from personal  injuries.  We may become  involved in various  lawsuits
incidental  to  our  business.  Additionally,  significantly  increased  product
liability claims continue to be asserted  successfully against manufacturers and
distributors  of sports  equipment  throughout  the United  States  resulting in
general   uncertainty  as  to  the  nature  and  extent  of  manufacturers'  and
distributors' liability for personal injuries.

     Since September 11, 2001, product liability  insurance has become much more
expensive, more restrictive and more difficult to obtain. Accordingly, there can
be no assurance that our general product liability  insurance will be sufficient
to cover any successful  product  liability  claims made. It is our opinion that
any ultimate liability arising out of currently pending product liability claims

<PAGE>

will not have a material adverse effect on the financial condition or results of
operations.  However,  any  claims  substantially  in  excess  of the  insurance
coverage,  or any  substantial  claim not  covered  by  insurance,  could have a
material adverse effect on our financial condition and results of operations.

Employees

     As of May 24, 2002, we had approximately  500 employees,  of which 127 were
employed by Emerson,  and 373 were  employed by SSG.  None of our  employees are
represented  by  unions,  and we  believe  our  labor  relations  are  generally
satisfactory.

Item 2.  PROPERTIES

     The following table sets forth the material  properties  owned or leased by
us:

<TABLE>
<CAPTION>

                              Approximate                          Lease Expires
Facility Purpose             Square Footage     Location            or is Owned

Consumer electronics segment:

<S>                            <C>                                         <C>
Corporate headquarters         22,000        Parsippany, NJ        October 2003
Hong Kong office               10,000        Hong Kong, China      July 2003

Sporting goods segment:          -

Manufacturing and corporate
  headquarters                135,000        Farmers Branch, TX    December 2004
Warehouse and fulfillment
  processing                  181,000        Farmers Branch, TX    December 2004
Manufacturing                  62,500        Sparks, NV            July 2004
Manufacturing                  35,000        Anniston, AL          Owned
Manufacturing                  45,000        Anniston, AL          Owned

</TABLE>

<PAGE>

     Emerson  also  utilizes  public  warehouse  space.  Such  public  warehouse
commitments  are  evidenced  by contracts  with terms of up to one year.  Public
warehouse  expenses for Emerson  varies based on a percentage  of sold  products
shipped from the location.

     We believe that the properties  used for our operations are in satisfactory
condition and adequate for our present and  anticipated  future  operations.  In
addition to the facilities listed above, SSG leases space in various  locations,
primarily for use as sales offices.

Item 3.  LEGAL PROCEEDINGS

     As  previously  reported,  Emerson has  resolved  substantially  all of the
litigation  against it and accrued the net cost  thereof as an expense  prior to
its fiscal year ended March 31, 2002. All that remains is litigation  arising in
the ordinary  course of business,  which in the opinion of management,  will not
have a  material  adverse  effect  on our  financial  condition  or  results  of
operations if resolved on unfavorable terms to us, and the implementation, as to
Petra  Stelling  only, of the Court ordered  termination  of the  Stipulation of
Settlement  entered into in 1996 (the  "Stipulation")  among Geoffrey P. Jurick,
our Chairman, three of his creditors, us, and certain other parties.

     On June 10, 2002 the Company  exercised  an option to purchase  4.1 million
shares from two of Mr.  Jurick's  institutional  creditors.  As a result of this
transaction, the outstanding litigation between Mr. Jurick and the two creditors
has been  resolved.  While the  implementation  of the  Stipulation  as to Petra
Stelling may have a material adverse effect on Mr. Jurick,  it is the opinion of
our  management  that such  termination of the  Stipulation  will not materially
adversely affect us.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable.

                                     PART II

Item 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

           (a) Market Information

     Our common stock has traded on the American Stock Exchange under the symbol
MSN since  December 22, 1994.  The following  table sets forth the range of high
and low sales  prices for our common  stock as  reported by the  American  Stock
Exchange during the last two fiscal years.

<PAGE>

                                 Fiscal 2002                 Fiscal 2001
                           -----------------------    --------------------------
                           High            Low           High              Low

First Quarter           $  1.69        $   1.16        $  .938        $   .625
Second Quarter             2.00            1.00          2.938            .750
Third Quarter              1.59            1.13          2.813           1.125
Fourth Quarter             1.74            1.15          2.050           1.000

     There  is no  established  trading  market  for our  Series  A  convertible
preferred stock, whose conversion feature has expired as of March 31, 2002.

     (b) Holders

     At May 24, 2002, there were approximately 431 stockholders of record of our
common stock.

     (c) Dividends

     Our policy  has been to retain  all  available  earnings,  if any,  for the
development  and growth of our business.  We have not paid cash dividends on our
common  stock.  In deciding  whether to pay dividends on the common stock in the
future,  our  board of  directors  will  consider  factors  it  deems  relevant,
including  our  earnings and  financial  condition  and our working  capital and
anticipated  capital  expenditures.   Our  credit  facility  and  the  Indenture
governing our subordinated  debentures  prohibit dividend payments on our common
stock.

     (d) Unregistered Securities

     Not applicable.

Item 6.    SELECTED CONSOLIDATED FINANCIAL DATA

     The following table sets forth our selected consolidated financial data for
the five years ended March 31,  2002.  For the years ended April 3, 1998 through
March 31, 2000,  we changed our  financial  reporting  year to a 52/53 week year
ending on the Friday  closest to March 31.  Beginning in fiscal 2001, we changed
our  financial  reporting  year to end on March 31.  The  selected  consolidated
financial data should be read in  conjunction  with our  Consolidated  Financial
Statements,  including the notes thereto, and Item 7 - "Management's  Discussion
and Analysis of Results of Operations and Financial Condition."

<PAGE>
<TABLE>
<CAPTION>

                                                  ------------- ------------- --------------- -------------- ---------------
                                                   March 31,     March 31,       March 31,      April 2,        April 3,
                                                      2002        2001 (1)          2000          1999            1998
                                                  ------------- --------------- ------------- -------------- ---------------
                                                                        (In thousands, except per share data)
<S>                                               <C>             <C>         <C>              <C>           <C>    <C>
Summary of Operations:
  Net Revenues                                    $   318,451   $   377,410   $   203,701     $  160,554      $  162,730


  Operating Income (Loss)                         $    10,314   $    13,493   $     5,334     $    3,278      $      524

  Net Income (Loss)                               $    19,407   $    12,653   $     3,620     $      289      $   (1,430)


Balance Sheet Data at Period End:
  Total Assets                                    $   135,839   $   119,006   $    63,511     $   60,872      $   58,762
  Current Liabilities                                  54,723        45,330        30,057         29,828          23,885
  Long-Term Debt                                       29,046        38,257        20,891         20,847          20,929
  Shareholders' Equity                                 34,740        15,131        12,563         10,197          13,948
  Working Capital                                      49,290        39,497         9,854          6,859           9,610
  Current Ratio                                      1.9 to 1       1.9 to 1     1.3 to 1       1.2 to 1         1.4 to 1


Per Common Share: (2)
  Net Income (Loss) Per Common Share -   Basic    $    .62      $     .36      $     .07       $   (.01)       $    (.04)

  Net Income (Loss) Per Common Share -   Diluted  $    .52      $     .33      $     .07       $   (.01)       $    (.04)

Weighted Average Shares Outstanding:
    Basic                                              31,298        35,066        47,632         49,398          45,167
    Diluted                                            40,485        38,569        53,508         49,398          45,167

Common Shareholders' Equity per
    Common Share (3)                              $    .99      $     .33      $     .19       $    .13        $     .19

</TABLE>

(1)  Prior to March 23, 2001,  the investment in SSG was accounted for under the
     equity method of accounting.  On March 23, 2001, a majority interest in SSG
     was reached  and  required  this  interest  be  accounted  for as a partial
     purchase to the extent of the change in control. The assets and liabilities
     of SSG have been  revalued to fair value to the extent of  Emerson's  50.1%
     interest in SSG.  SSG's  results of  operations  and the minority  interest
     related to those results have been included in our results of operations as
     though it had been acquired at April 1, 2000.

(2)  For fiscal 2002,  2001 and 2000,  dilutive  securities  include  3,531,000,
     3,066,000 and 5,876,000 shares, respectively, assuming conversion of Series
     A preferred  stock at a price equal to 80% of the weighted  average  market
     value of a share of common stock,  determined  as of March 31, 2002,  2001,
     and 2000.  For  fiscal  2002 and 2001,  dilutive  securities  also  include
     452,000 and 437,000 shares  assuming  conversion of 1,645,000 and 1,658,000
     options,  respectively.  For fiscal 2002 dilutive  securities also included
     5,204,000  shares  assuming the conversion of convertible  debentures.  Per
     common  share  data is based on the net  income  or loss and  deduction  of
     preferred stock dividend requirements  (resulting in a loss attributable to
     common  stockholders  for fiscal  1999-1998)  and the  weighted  average of
     common stock  outstanding  during each fiscal year. Loss per share does not
     include  potentially  dilutive  securities  assumed  outstanding  since the
     effects of such conversion would be anti-dilutive.

(3)  Calculated  based on  common  shareholders'  equity  divided  by the  basic
     weighted average shares of common stock outstanding.  Common  shareholders'
     equity for fiscal years 2002 through 1998, is equal to total  shareholders'
     equity less the Series A preferred stock equity of $3,677,000,  $3,677,000,
     $3,677,000, $3,714,000, $5,237,000, respectively.

Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
           OPERATIONS AND FINANCIAL CONDITION

     During  fiscal  2001,  Emerson  increased  its  ownership  in SSG to 50.1%.
Accordingly,  Emerson's  and SSG's results of operations  are  consolidated  for
fiscal 2002 and 2001  compared to being  reported on the equity method for prior
<PAGE>


years based on Emerson's  ownership  percentages of SSG. See Item 8 - "Financial
Statements  and  Supplementary  Data  -  Note  1 and  Note  3 of  Notes  to  the
Consolidated Financial Statements."

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

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

Consolidated Operations:

     The following table sets forth,  for the periods  indicated,  certain items
related to our  consolidated  statements  of  operations  as a percentage of net
revenues for the fiscal years ended March 31.

<TABLE>
<CAPTION>

                                                      2002                  2001                 2000
                                                      ----                  ----                 ----
<S>                                                <C>                   <C>                   <C>
Net revenues  (in thousands)                       $ 318,451             $ 377,410             $203,701
                                                      100.0%                100.0%               100.0%

Cost of sales                                          79.7%                 81.1%                86.8%
Other operating costs and expenses                      1.5%                  1.1%                 2.2%
Selling, general and administrative
   Expenses                                            15.6%                 14.2%                 8.4%
     Operating income                                   3.2%                  3.6%                 2.6%
Litigation settlement, net                              0.9%                  -- %                  --%
Equity in earnings of affiliate                         -- %                 -- %                 0.1%
Minority interest in net loss of
    consolidated subsidiary                             0.5%                  0.6%                  --%
     Net income                                         6.1%                  3.4%                 1.8%
</TABLE>


Results of Consolidated Operations - Fiscal 2002 compared with Fiscal 2001

     Net Revenues - Net revenues for fiscal 2002 were $318.4 million as compared
to $377.4  million for fiscal 2001.  The decrease in net revenues was  primarily
due to a decrease  of  approximately  $49  million in the  consumer  electronics
segment and  approximately a $10 million decrease in the sporting goods segment.
During fiscal 2002 and 2001,  license revenues of $7.0 million and $3.9 million,
respectively, were recorded by the consumer electronics segment.

     Cost  of  Sales  - Cost of  sales,  as a  percentage  of  consolidated  net
revenues,  decreased  from  81.1% in fiscal  2001 to 79.7% in fiscal  2002.  The
decrease  in cost of sales was  primarily  the  result of higher  margins in the
consumer  electronics  segment in the current  fiscal  year,  and the benefit of
higher license revenues in fiscal 2002 by the consumer electronics segment.
<PAGE>

     Other Operating Costs and Expenses - Other operating costs and expenses are
associated  with  the  consumer  electronics  segment.  As a  percentage  of net
revenues,  other  operating  costs increased from 1.1% in fiscal 2001 to 1.5% in
fiscal 2002,  primarily as a result of an increase in costs related to inventory
carrying expenses and a lower sales base.

     Selling,  General  and  Administrative  Expenses  ("S,G&A")  - S,G&A,  as a
percentage  of net  revenues,  were 15.6% in fiscal 2002 as compared to 14.2% in
fiscal  2001,  and in  absolute  terms were  $49.5  million  for fiscal  2002 as
compared to $53.5  million for fiscal  2001.  The  decrease in S,G&A in absolute
terms was  primarily  the result of  decreases  in S,G&A in the  sporting  goods
segment.

     Litigation  Settlement,  net - Litigation  settlement  is the result of the
consumer  electronics segment settling litigation in the amount of $2.9 million,
net of legal costs with a former trademark licensee.

     Minority  Interest  in Net  Loss  of  Consolidated  Subsidiary  -  Minority
interest in net loss of consolidated  subsidiary  represents that portion of the
sporting  goods  segment  loss for the fiscal year that was not  included in the
consolidated statements of operations.

     Net Income - As a result of the foregoing factors,  we earned net income of
$19.4  million  (6.1% of net  revenues)  for fiscal  2002 as  compared  to $12.7
million (3.4% of net revenues) for fiscal 2001.


Results of Consolidated Operations - Fiscal 2001 compared with Fiscal 2000

     Net  Revenues - Net  revenues  for fiscal  2001  increased  $173.7  million
(85.3%)  as  compared  to  fiscal  2000.  The  increase  was  a  result  of  the
consolidation  with SSG ($113  million net revenue  increase) and an increase of
$61 million in revenues from the consumer electronics segment.

     Cost  of  Sales  - Cost of  sales,  as a  percentage  of  consolidated  net
revenues,  decreased  from  86.8% in fiscal  2000 to 81.1% in fiscal  2001.  The
decrease was primarily the result of the consolidation with SSG whose operations
achieve higher gross margins than those of the consumer electronics segment.

     Other Operating Costs and Expenses - Other operating costs and expenses are
associated with the consumer  electronics  segment. As a percent of net revenues
other  operating costs declined from 2.2% in fiscal 2000 to 1.1% in fiscal 2001,
primarily as a result of lower inventory  carrying expenses and a higher revenue
base.

     Selling,  General  and  Administrative  Expenses  ("S,G&A")  - S,G&A,  as a
percentage  of net  revenues,  were 14.2% in fiscal  2001 as compared to 8.4% in
fiscal 2000,  and in absolute terms were $53.5 million for fiscal 2001 and $17.0
million  for  fiscal  2000.  The  increase  in  S,G&A  was  the  result  of  the
consolidation  with SSG whose  operations  require a higher level of S,G&A costs
than those of the consumer electronics segment.

<PAGE>

     Equity In  Earnings  Of  Affiliate  and  Minority  Interest  in Net Loss of
Consolidated  Subsidiary  During fiscal 2001, our investment in SSG increased to
50.1%.  Accordingly,  SSG's  results of  operations  and the  minority  interest
related to those  results  have been  included in our results of  operations  as
though it had been  acquired at the  beginning of fiscal 2001.  For fiscal 2000,
our 33%  investment  in SSG  was  accounted  for  under  the  equity  method  of
accounting.  See Item 8 - "Financial  Statements and Supplementary Data - Note 3
of Notes to the Consolidated Financial Statements."

     Net Income - As a result of the foregoing factors,  we earned net income of
$12.7 million for fiscal 2001 as compared to $3.6 million for fiscal 2000.


Consumer Electronics Segment:

     The following table summarizes  certain financial  information  relating to
the  consumer  electronics  segment  for the  fiscal  years  ended  March 31 (in
thousands):

<TABLE>
<CAPTION>
                                                    2002                  2001                  2000
                                              -----------------     -----------------    -------------------

<S>                                                <C>                   <C>                   <C>
Net revenues                                       $214,906              $264,349              $203,701
                                              -----------------     -----------------    -------------------
Cost of sales                                       179,833               225,291               176,870
Other operating costs                                 4,797                 4,318                 4,501
Selling, general & administrative                    16,815                17,418                16,996
                                              -----------------     -----------------    -------------------
     Operating income                                13,461                17,322                 5,334
Litigation settlement, net                            2,933                   --                    --
Equity in earnings of affiliate                         --                    --                    277
Other investment losses                                 --                    --                   (284)
Interest expense, net                                (2,420)               (2,051)               (2,284)
                                              -----------------     -----------------    -------------------
     Income before income taxes                      13,974                15,271                 3,043
Provision (benefit) for income taxes                 (7,661)                1,142                  (577)
                                              -----------------     -----------------    -------------------
     Net income                                     $21,635               $14,129                $3,620
                                              =================     =================    ===================
</TABLE>

Results of Consumer  Electronics  Operations - Fiscal 2002  compared with Fiscal
2001

     Net Revenues - Net revenues for fiscal 2002 decreased $49.4 million (18.7%)
to $214.9 million as compared to $264.3 million for fiscal 2001. The decrease in
net revenues was a result of a general  slow-down in the economy and a reduction
in unit sales of microwave oven products and audio products. Such decreases were
partially  offset by revenues earned from the licensing of Emerson's  trademarks
increasing  by $3.0  million  for the  twelve  months  ended  March 31,  2002 as

<PAGE>

compared to the same period in the prior fiscal year.  Emerson  reports  royalty
and commission revenues earned from its licensing arrangements, covering various
products  and  territories,  and not the full sales value of product  subject to
such arrangements.


     Cost  of  Sales  - Cost of  sales,  as a  percentage  of  consolidated  net
revenues,  decreased  from  85.2% in fiscal  2001 to 83.7% in fiscal  2002.  The
decrease in cost of sales was primarily  due to higher  margins on product sales
and an increase in licensing revenue.

     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.  Emerson
believes that the combination of its

     o    direct import program;

     o    various license agreements;

     o    the continued introduction of higher margin products;

     o    use of inward license agreements;

     o    further reduction in product return rates;

 will continue to favorably impact its gross profit margins.

     Other  Operating Costs and Expenses - Other operating costs and expenses as
a  percentage  of net  revenues  were 2.2% in fiscal 2002 as compared to 1.6% in
fiscal 2001. In absolute terms,  other  operating  costs and expenses  increased
$479,000  for fiscal 2002 as compared  to the same  period in fiscal  2001.  The
increase was primarily due to an increase in inventory servicing costs.

     Selling, General and Administrative Expenses ("S,G&A") - S,G&A, in absolute
terms,  decreased  $603,000 in fiscal 2002 as compared to the prior fiscal year.
The  decrease  in S,G&A in  absolute  terms  between  fiscal  2002 and 2001 were
primarily due to recoveries of substandard receivables, a change in the estimate
related  to  co-operative  advertising  costs,  which were  partially  offset by
increased professional fees.

     Litigation  Settlement,  net -  Litigation  settlement  is the  result of a
settled  litigation  in the amount of $2.9 million,  net of legal costs,  with a
former trademark licensee. The license agreement with Emerson ceased in the year
ending March 31, 1998.

     Interest  Expense,  net - Interest  expense  increased from $2.1 million in
fiscal  2001 to $2.4  million in fiscal  2002.  The  increase  was  attributable
primarily to increased borrowings partially offset by lower interest costs.


<PAGE>

     Provision  for Income  Taxes - Emerson's  provision  for income taxes was a
benefit of $7.7  million for fiscal 2002 as compared to $1.1  million  provision
for  fiscal  2001.  The  benefit  of $7.7  million  consisted  primarily  of the
reduction in the valuation reserve previously  established  against the deferred
tax  assets  relating  to  the  accounts   receivable  and  inventory  temporary
differences,  as well  as the  recognition  of  management's  estimation  of net
operating loss  carryforwards subject to limitations under IRC Section 382. This
is partially offset by fore
ign and state taxes.

     Net Income - As a result of the foregoing factors, the consumer electronics
segment  generated  net income of $21.6  million in fiscal  2002 as  compared to
$14.1 million in fiscal 2001.

Results of Consumer Electronics Operations - Fiscal 2001 compared with Fiscal
2000

     Net Revenues - Net revenues for fiscal 2001  increased  $60.6 million (30%)
as compared to fiscal 2000. The increase in net revenues resulted primarily from
increases in unit sales of audio products and microwave oven products.  And to a
lesser extent HH Scott(R) branded products. Licensing revenues were $3.9 million
for fiscal 2001 as compared to $3.1  million for fiscal  2000.  The increase was
attributable to the following three factors:

     o    new licensing  arrangements  being  implemented  in the current fiscal
          year;

     o    license  agreements  implemented  in  previous  years  becoming  fully
          operational; and

     o    certain licenses being modified and expanded.

     Emerson reports  royalty and commission  revenues earned from its licensing
arrangements,  covering various products and territories, and not the full sales
value of product subject to such arrangements.

     Cost  of  Sales  - Cost of  sales,  as a  percentage  of  consolidated  net
revenues, were 85.2% and 86.8% in fiscal 2001 and fiscal 2000, respectively. The
decrease in cost of sales was primarily  attributable  to lower product  returns
and a higher product margin due to product mix.

     o    The consumer  electronics  segment gross profit margins are 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 net  revenues  decreased  from 2.2% in fiscal  2000 to 1.6% in
fiscal 2001. The decrease was primarily due to the effect of a higher sales base
combined with a reduction in inventory carrying costs.

     Selling,  General  and  Administrative  Expenses  ("S,G&A")  - S,G&A,  as a
percentage  of net  revenues,  decreased  to 6.6% of net revenues in fiscal 2001

<PAGE>

from 8.3% of net revenues in fiscal 2000.  The decrease in S,G&A between  fiscal
2001 and 2000 as a percentage of net revenues was attributable to continued cost
containment programs and the effect of a higher sales base.

     Equity In Earnings Of Affiliate - During fiscal 2001,  Emerson's investment
in SSG increased to 50.1%.  Accordingly,  SSG's  results of  operations  and the
minority   interest   related  to  those  results  have  been  included  in  our
consolidated  results of  operations  as though it had been acquired on April 1,
2000.  For fiscal 2000,  the 33%  investment  in SSG was accounted for under the
equity  method  of   accounting.   See  Item  8  -  "Financial   Statements  and
Supplementary Data - Note 3 of Notes to the Consolidated Financial Statements."

     Other Investment  Losses - There were no losses for fiscal 2001 as compared
to $284,000 for fiscal 2000.  The loss in fiscal 2000 was due to  write-downs in
investments in joint ventures,  and losses on marketable  securities  which were
classified as "available-for-sale".

     Interest  Expense,  net - Interest  expense  decreased from $2.3 million in
fiscal  2000 to $2.1  million in fiscal  2001.  The  decrease  was  attributable
primarily to an increase in interest income.

     Provision for Income Taxes - Emerson's  provision for income taxes was $1.1
million for fiscal 2001 as  compared to a benefit of $577,000  for fiscal  2000.
The  provision  of $1.1 million  consisted  primarily of foreign and Federal AMT
taxes.  The  income tax  benefit  recorded  for fiscal  2000 was the result of a
favorable  resolution of a tax claim and the acceptance of a compromise offer in
Hong Kong. See Item 8 - "Financial Statements and Supplementary Data - Note 7 of
Notes to the Consolidated Financial Statements".

     Net  Income - As a result of the  foregoing  factors,  net  income of $14.1
million was earned in fiscal 2001 as compared to $3.6 million in fiscal 2000.

Sporting Goods Segment:

     The following table summarizes  certain financial  information  relating to
the  sporting  goods  segment for the fiscal  years 2002,  2001,  and 2000.  The
results  of  operations  of SSG for  fiscal  2000  were  not  consolidated  with
Emerson's  results of operations and are presented for comparative  purposes (in
thousands):

<TABLE>
<CAPTION>

                                                 2002                   2001               2000
                                                 ----                   ----               ----
                                                                (Unaudited)

<S>                                            <C>                  <C>                      <C>
Net revenues                                   $ 103,601            $ 113,061                $ 116,521
                                             ---------------      ------------------     ----------------
Cost of sales                                     74,106               80,809                   78,602
Selling, general & administrative                 32,285               35,880                   33,114
                                             ---------------      ------------------     ----------------
     Operating income (loss)                      (2,790)              (3,628)                   4,805
Interest expense, net                            (   793)              (2,017)                  (1,595)
                                             ---------------      ------------------     ----------------
     Income (loss) before income
         Taxes                                    (3,583)              (5,645)                   3,210
Provision (benefit) for income
         Taxes                                      --                 (2,086)                   1,127
                                             ---------------      ------------------     ----------------
     Net (loss)  income                       $   (3,583)           $  (3,559)               $   2,083
                                             ===============      ==================     ================

</TABLE>

Results of Sporting Goods Operations - Fiscal 2002 compared with Fiscal 2001


     Net Revenues - Net revenues for fiscal 2002  decreased  $9.5 million (8.4%)
as compared to fiscal 2001.  The decrease in net revenues was primarily a result
of a general  slow-down in the economy,  reduced  participation  in  traditional
youth  sports,  a  reduced  sales  force  and  the  discontinuation  of  certain
unprofitable and low margin product lines.

     Cost of Sales - Cost of  sales as a  percentage  of net  revenues  remained
primarily the same for fiscal 2002 and fiscal 2001 at 71.5%.  In absolute terms,
cost of sales  decreased  in fiscal  2002 by $6.7  million as compared to fiscal
2001 due to decreases in net revenues.

     Selling, General and Administrative Expenses ("S,G&A") - S,G&A expenses for
fiscal 2002  decreased by $3.6 million as compared to fiscal 2001.  The decrease
in  expenses  was  primarily  due  to  a  decrease  in  payroll  related  costs,
promotional  costs,  depreciation  and  amortization and lower sales and use tax
expense.

     Interest  Expense,  net - Interest  expense,  net decreased $1.2 million in
fiscal 2002 as compared to fiscal 2001. The decrease was attributable  primarily
to decreased overall levels of borrowing and lower interest rates.

     Provision  (benefit)  for  Income  Taxes - The  benefit  for  income  taxes
decreased  approximately  $2.1  million  to a benefit  of $0 in  fiscal  2002 as
compared to fiscal 2001.  The sporting  goods segment 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.  As such,
realization  of the sporting goods deferred tax asset is dependent on generating
sufficient taxable income, either through operations or tax planning strategies,
prior to the expiration of loss carryforwards.  Based upon the operating results
of the sporting  goods segment for fiscal 2002,  the sporting  goods segment has
not provided an income tax benefit related to its loss before income taxes.  The
amount of the sporting goods segment existing net deferred tax assets considered
realizable  could be reduced or eliminated if their use becomes more  restricted
under the provisions of SFAS No. 109, "Accounting for Income Taxes".

     Net loss - As a result of the foregoing factors, the sporting goods segment
generated a net loss of $3.6 million for each of fiscal 2002 and fiscal 2001.

<PAGE>

Results of Sporting Goods Operations - Fiscal 2001 compared with Fiscal 2000

     Net Revenues - Net revenues for fiscal 2001  decreased $3.5 million (3%) as
compared to fiscal 2000.  The decrease in net revenues was primarily a result of
competitive   pressures  in  the  marketplace,   a  decline  in  youth  baseball
registrations,  unusually cold and wet weather in warm weather  states  delaying
spring  sports,  a reduction in SSG's sales force,  a reduction in the number of
catalogs mailed, and a general slow-down in the economy.

     Cost of Sales - Cost of sales,  as a percentage of net revenues,  increased
from 67.5% for fiscal 2000 to 71.5% for fiscal 2001.  Cost of sales increased as
a percentage  of net revenues due to product mix shifts and pricing  pressure in
the institutional sporting goods marketplace.

     Selling, General and Administrative Expenses ("S,G&A") - S,G&A expenses for
fiscal 2001 increased by approximately $2.8 million (8.4%) as compared to fiscal
2000.  The  increase in expenses  was  primarily  due to an increase in payroll,
computer related costs, depreciation and amortization,  promotional and facility
costs.

     Interest Expense,  net - Interest expense,  net increased from $1.6 million
in fiscal 2000 to $2.0  million in fiscal 2001.  The  increase was  attributable
primarily to increased overall levels of borrowing.

     Provision for Income Taxes - SSG recorded a tax benefit of $2.1 million for
fiscal 2001 as compared to a tax provision of $1.1 million for fiscal 2000.  The
tax benefit for fiscal 2001 resulted from the  utilization of net operating loss
carryforwards.

     Net (loss) income - As a result of the foregoing  factors,  SSG generated a
net loss of $3.6  million  for  fiscal  2001 as  compared  to net income of $2.1
million  for  fiscal  2000,  of  which  approximately  a $1.3  million  loss was
reflected in our consolidated statements of operations for fiscal 2001.

Liquidity and Capital Resources

     Net cash provided by operating activities was $9.8 million for fiscal 2002.
Cash was primarily provided by our  profitability,  and a reduction of inventory
partially  offset by an  increase  in  accounts  receivable  and a  decrease  in
accounts payable and other current liabilities.

     Net cash used by investing  activities  was $896,000 for fiscal 2002.  Cash
was utilized for additions to property, plant and equipment.

     Net cash provided by financing activities was $2.5 million for fiscal 2002.
Cash was  primarily  provided  by  increased  borrowings,  partially  offset  by
purchases of our stock from the public under our stock repurchase plan.

     Emerson and SSG maintain  asset-based  credit facilities of $15 million and
$25 million,  respectively.  These  facilities  provide for revolving  loans and
letters of credit,  subject to certain limits which,  in the  aggregate,  cannot
exceed  the  lesser  of $15  million  and  $25  million  for  Emerson  and  SSG,

<PAGE>

respectively,  or a "Borrowing  Base" amount based on specified  percentages  of
eligible accounts receivable and inventories.  Both Emerson and SSG are required
to maintain certain net worth levels, with which they were both in compliance as
of March 31, 2002. At March 31, 2002, there were  approximately $8.7 million and
$16.8  million  of  borrowings  under  these  facilities  by  Emerson  and  SSG,
respectively.  No letters of credit were outstanding by either Emerson or SSG as
of March 31, 2002.

     On June 28, 2002,  Emerson entered into a $40 million  Revolving Credit and
Term Loan Agreement ("Loan Agreement") with several U.S. financial institutions.
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, 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 .5% 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  Emerson's  operations  will be used to  retire  all of
Emerson's 8.5% Senior Subordinated Convertible Debentures  ("Debentures") in the
amount of $20.8  million due August 2002.  The interest rate charged on the term
loan ranges from Prime plus 1.0% to 1.75% or, at Emerson's election,  LIBOR plus
2.50% to 3.25%  depending on certain  financial  covenants and amortizes  over a
three year period.  Pursuant to the Loan Agreement,  we will be restricted from,
among  other  things,  paying cash  dividends  other than on  preferred  shares,
repurchasing our common stock and entering into certain transactions without the
lender's  prior  consent  and are  subject  to  certain  net worth and  leverage
financial covenants. Amounts outstanding under the Loan Agreement are secured by
substantially all of Emerson's assets.

     Two of our foreign  subsidiaries  maintain  various credit  facilities,  as
amended,  aggregating  $50.0  million  with Hong Kong  banks  consisting  of the
following:

     o    a $5.0 million  letter of credit  facility which is used for inventory
          purchases; and

     o    two back-to-back letter of credit facilities totaling $45 million.

     At March 31,  2002,  our Hong  Kong  subsidiary  pledged  $1.8  million  in
certificates  of  deposit to this bank to assure  the  availability  of the $5.0
million  credit  facility.  At March 31,  2002,  there were  approximately  $9.3
million of letters of credit  outstanding  under these  credit  facilities.  The
letter  of  credit  facility  requires  a net  worth  covenant  of  the  foreign
subsidiaries with which the company was in compliance at March 31, 2002.

     We continue to enter into outward licensing agreements and intend to pursue
additional  licensing  opportunities.  We believe that such licensing activities
will have a continued  positive  impact on net  operating  results by generating
royalty  income with  minimal  costs,  and without the  necessity  of  utilizing
working  capital  or  accepting  customer  returns.  See  Item  1 -  Business  -
"Licensing and Related Activities".

<PAGE>

     Short-Term Liquidity.  Cash increased to $19.2 million as of March 31, 2002
from $8.0 million as of March 31, 2001.  At present,  management  believes  that
future cash flow from  operations and the  institutional  financing  noted above
will be  sufficient  to fund all of our cash  requirements  for the next  fiscal
year. In fiscal 2002, products representing approximately 63% of net revenues of
the consumer  electronics  segment were imported directly to our customers.  The
direct import program is essential to Emerson's liquidity objectives.

     Liquidity  for  the  consumer   electronics  segment  is  impacted  by  its
seasonality in that it generally records the majority of our annual sales in the
quarters ending September and December.  This requires the consumer  electronics
segment to maintain higher  inventory levels during the quarters ending June and
September,  therefore increasing the working capital needs during these periods.
Additionally,  the consumer  electronics segment receives the largest percentage
of product  returns in the quarter  ending  March.  The higher  level of returns
during  this  period  adversely  impacts  Emerson's  collection  activity,   and
therefore its  liquidity.  Management  believes  that the license  agreements as
discussed  above,  continued sales margin  improvement and the policies in place
for returned products, should continue to favorably impact its cash flow.

     Liquidity  for  the  sporting   goods  segment  is  also  impacted  by  its
seasonality in that its March quarter is its strongest  sales quarter,  with the
weakest  quarter being the December  quarter.  This requires the sporting  goods
segment to maintain higher amounts of inventory during the quarters ending March
and June, therefore increasing the working capital needs during these periods.

     Long-Term  Liquidity.  We continue to be subject to  competitive  pressures
arising from  pricing  strategies.  SSG has  discontinued  certain  lower margin
products in favor of higher margin  replacement  products.  Management  believes
that this,  together  with our  various  license  agreements  and the  continued
introduction of higher margin products in both segments,  the closure of certain
manufacturing  locations at SSG and the related  sourcing of less costly product
from foreign manufacturers will result in continued improved profitability. Both
senior secured credit facilities for Emerson and SSG impose financial covenants.
Non-compliance  with the covenants could materially affect our future liquidity.
Management believes that anticipated cash flow from operations and the financing
noted above will provide  sufficient  liquidity to meet our  operating  and debt
service cash requirements on a long-term basis.

     There were no  substantial  commitments  for  purchase  orders  outside the
normal purchase orders used to secure product as of March 31, 2002.

Critical Accounting Policies

     Our  discussion  and  analysis of our  financial  condition  and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States. The preparation of these financial  statements require us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses.  We consider  certain  accounting  policies  related to
inventories,  trade  accounts  receivables,  impairment  of long  lived  assets,

<PAGE>

valuation  of  deferred  tax  assets,  sales  return  reserves  and  cooperative
advertising  accruals to be critical  policies due to the  estimation  processes
involved in each.

     Inventories

     Inventories  are stated at the lower of cost or market.  Cost is determined
using the first-in,  first-out basis for our consumer electronics segment, and a
first-in,  first-out  basis and  weighted-average  basis for our sporting  goods
segment.  We record inventory reserves to reduce the carrying value of inventory
for estimated  obsolescence  or  unmarketable  inventory equal to the difference
between  the  cost of  inventory  and the  estimated  market  value  based  upon
assumptions  about  future  demand  and  market  conditions.  If  actual  market
conditions  are less favorable  than those  projected by management,  additional
inventory write-downs may be required. Conversely, if market conditions improve,
such reserves are reduced.

     Trade Accounts Receivable

     We extend credit based upon evaluations of a customer's financial condition
and provide for any anticipated credit losses in our financial  statements based
upon management's  estimates and ongoing reviews of recorded allowances.  If the
financial  conditions  of our  customers  were to  deteriorate,  resulting in an
impairment  of their  ability to make  payments,  additional  allowances  may be
required.  Conversely,  allowances are deducted to reflect credit and collection
improvements.

     Intangible Assets

     SSG 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 management judgments.  Changes
in strategy and/or market conditions could significantly  impact these judgments
and require adjustments to recorded asset balances.

     Income Taxes

     We record a valuation  allowance  to reduce the amount of our  deferred tax
assets to the amount that is more likely than not to be realized.  While we have
considered  future  taxable  income  and  ongoing  tax  planning  strategies  in
assessing the need for the valuation allowance,  in the event that we determined
that we would not be able to realize  our  deferred  tax assets in the future in
excess of the net recorded amount, an adjustment to the deferred tax asset would
increase income in the period such determination was made. Likewise,  if it were
determined  that we would not be able to realize all or part of the net deferred
tax asset in the  future,  an  adjustment  to the  deferred  tax asset  would be
charged to income in the period such determination was made.

<PAGE>

     Sales Return Reserves

     Our  management  must make estimates of potential  future  product  returns
related  to current  period  product  revenue.  Management  analyzes  historical
returns, current economic trends and changes in customer demand for our products
when  evaluating  the  adequacy  of the reserve  for sales  returns.  Management
judgments and estimates  must be made and used in connection  with  establishing
the sales returns in any accounting period.

     Cooperative Advertising Accruals

     We estimate expenses for cooperative  advertising  programs  promotions and
other  volume-based  incentives and record such expense estimates at the time of
product  sale.  If market  conditions  were to decline,  we may take  actions to
increase customer incentive offerings possibly resulting in incremental expenses
at the time the incentive is offered.  Conversely,  strong  product sell through
and successful product launches would reduce such accrual estimates.

Recently-Issued Financial Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board issued Statements of
Financial  Accounting  Standards No. 141,  Business  Combinations,  and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill and intangible assets deemed to
have indefinite  lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statements. Other intangible assets will
continue to be amortized over their useful lives.

     We will apply the new rules on accounting for goodwill and other intangible
assets  beginning  in the first  quarter  of  fiscal  2003.  Application  of the
non-amortization  provisions  of the  Statement  is  expected  to  result  in an
approximate  increase in the net income of  $255,000  ($.01 per share) per year.
During fiscal 2003, we will perform the first of the required  impairment  tests
of goodwill and indefinite lived intangible  assets as of April 1, 2002 and have
not yet  determined  what the effect of these tests will be on our  earnings and
financial  position.  Any such valuation will be primarily  associated  with the
carrying value of SSG's goodwill.

     During fiscal 2002, the Financial  Accounting Standards Board (FASB) issued
Statement of Financial  Accounting Standards (SFAS) No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 will be effective for
us for fiscal 2003 and provides guidance on differentiating  between assets held
and used,  held for sale,  and held for disposal other than by sale. We have not
yet  determined  the  effects,  if any,  of  implementing  SFAS  No.  144 on our
reporting of financial information.

     In April 2002, the FASB issued Statement of Financial  Accounting Standards
No. 145,  Rescission of FASB  Statements  No. 41, 44, and 62,  Amendment of FASB
Statement No. 13, and Technical Corrections (Statement 145). For most companies,
Statement  145 will require  gains and losses on  extinguishments  of debt to be
classified  as  income  or  loss  from  continuing  operations  rather  than  as
extraordinary  items as previously  required  under  Statement 4.  Extraordinary
treatment  will be  required  for  certain  extinguishments  as  provided in APB
Opinion  No. 30.  Statement  145 also  amends  Statement  13 to require  certain
modifications to capital leases be treated as a sale-leaseback  and modifies the
accounting for sub-leases when the original  lessee remains a secondary  obligor
(or guarantor). In addition, the FASB rescinded Statement 44 which addressed the
accounting for intangible  assets of motor carriers and made numerous  technical
corrections.  We have not yet  determined the effects,  if any, of  implementing
SFAS No. 145 on our reporting of financial information.

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

<PAGE>

is based on management's  beliefs as well as assumptions made by and information
currently  available  to  management.  When  used  in  this  report,  the  words
"anticipate", "believe", "estimate", "expect", "predict", "project", and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks, uncertainties and assumptions.  Should one or more
of these risks or uncertainties  materialize,  or should underlying  assumptions
prove  incorrect,  actual results may vary  materially  from those  anticipated,
expected or projected.  Among the key factors that could cause actual results to
differ materially are as follows:

     o    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;

     o    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;

     o    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;

     o    the ability of the  sporting  goods  segment to have an  uninterrupted
          shipping service from outside carriers, such as United Parcel Service;

     o    our ability to comply  with the  restrictions  imposed  upon us by our
          outstanding indebtedness; and

     o    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 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     Inflation, Foreign Currency, and Interest Rates

     Neither inflation nor currency fluctuations had a significant effect on our
results of operations during fiscal 2002. 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.

<PAGE>

     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 our financial condition and results of operations, management believes
that given the present  economic  climate,  interest  rates are not  expected to
increase significantly during the coming year.


Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>

         Index to Financial Statements
                                                                                             Page No.
<S>                                                                                            <C>
Report of Independent Auditors                                                                  32
Consolidated Statements of Operations for the years ended
   March 31, 2002,  2001, and 2000                                                              33
Consolidated Balance Sheets as of March 31, 2002 and 2001                                       34
Consolidated Statements of Changes in Shareholders' Equity
   for the years ended March 31, 2002, 2001, and 2000                                           35
Consolidated Statements of Cash Flows for the years ended
   March 31, 2002,  2001, and 2000                                                              36
Notes to Consolidated Financial Statements                                                      37
Schedule II--Valuation and Qualifying Accounts and Reserves                                     66
All other schedules are omitted because they are not applicable or the
   required information is shown in the financial statements or notes
   thereto.

</TABLE>

<PAGE>
                         REPORT OF INDEPENDENT AUDITORS


To the Board of Directors and Shareholders
of Emerson Radio Corp.

     We have audited the  accompanying  consolidated  balance  sheets of Emerson
Radio Corp.  and  Subsidiaries  as of March 31, 2002 and March 31, 2001, and the
related consolidated  statements of operations,  shareholders'  equity, and cash
flows for each of the three years in the period ended March 31, 2002. Our audits
also  included  the  financial  statement  schedule  listed in the Index at Item
14(a)(1).   These  consolidated   financial  statements  and  schedule  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial  statements and financial statement schedule based on
our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States.  Those standards require that we plan and perform
the  audits to obtain  reasonable  assurance  regarding  whether  the  financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects, the consolidated financial position of
Emerson Radio Corp. and  Subsidiaries  at March 31, 2002 and March 31, 2001, and
the consolidated  results of its operations and cash flows for each of the three
years in the  period  ended  March  31,  2002,  in  conformity  with  accounting
principles  generally accepted in the United States.  Also, in our opinion,  the
related financial statement  schedule,  when considered in relation to the basic
financial statements taken as a whole,  presents fairly in all material respects
the information set forth therein.



ERNST & YOUNG LLP


New York, New York
June 28, 2002

<PAGE>

<TABLE>
<CAPTION>


                      EMERSON RADIO CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               For The Years Ended March 31, 2002, 2001, and 2000
                      (In thousands, except per share data)


                                                                      2002                  2001                 2000
                                                                -----------------     ------------------    ----------------

<S>                                                             <C>                     <C>                   <C>
Net revenues                                                    $   318,451             $ 377,410             $ 203,701

Costs and expenses:

     Cost of sales                                                  253,883               306,101               176,870
     Other operating costs and expenses                               4,797                 4,318                 4,501
     Selling, general and administrative expenses                    49,457                53,498                16,996
                                                                -----------------     ------------------    ----------------
                                                                    308,137               363,917               198,367
                                                                -----------------     ------------------    ----------------
Operating  income                                                    10,314                13,493                 5,334

     Litigation settlement, net                                       2,933                   --                   --
     Equity in earnings of affiliate                                    - -                   --                    277
     Other investment losses                                            - -                   --                   (284)
     Interest expense, net                                           (3,213)               (4,068)               (2,284)
      Minority interest in net loss of consolidated
          Subsidiary                                                  1,712                 2,284                  --
                                                                -----------------     ------------------    ----------------
                                                                     11,746                11,709                 3,043
Income before income taxes

     Provision (benefit) for income taxes                            (7,661)                 (944)                 (577)

                                                                -----------------     ------------------    ----------------
Net income                                                      $    19,407            $   12,653            $    3,620
                                                                =================     ==================    ================
Net income per common share

     Basic                                                      $       .62            $      .36            $      .07
     Diluted                                                            .52                   .33                   .07

Weighted average shares outstanding

     Basic                                                           31,298                35,066                47,632
     Diluted                                                         40,485                38,569                53,508

</TABLE>

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

<PAGE>
<TABLE>
<CAPTION>


                      EMERSON RADIO CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                          As of March 31, 2002 and 2001
                        (In thousands, except share data)
 ASSETS                                                                                          2002                    2001
                                                                                            -----------------       ---------------

<S>                                                                                         <C>                     <C>
Current Assets:
   Cash and cash equivalents                                                                $    19,228             $    7,987
   Accounts receivable (less allowances of $5,320 and $4,471,  respectively)                     29,401                 26,552
   Other receivables                                                                              2,337                    781
   Inventories                                                                                   41,657                 44,477
   Prepaid expenses and other current assets                                                      3,719                  3,611
   Deferred tax assets                                                                            7,671                  1,419
                                                                                            -----------------       ---------------
     Total current assets                                                                       104,013                 84,827
Property, plant, and equipment                                                                   11,116                 12,718
Deferred catalog expenses                                                                         2,017                  2,437
Goodwill and other intangible assets (net of accumulated amortization of
     $7,478 and $7,233, respectively)                                                            11,678                 13,388
Deferred tax assets                                                                               5,728                  4,081
Other assets                                                                                      1,287                  1,555
                                                                                            -----------------       ---------------
           Total Assets                                                                     $   135,839              $ 119,006
                                                                                            =================       ===============

         LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Short-term borrowings                                                                    $     8,671              $   5,094
   Current  maturities of long-term  borrowings                                                   8,853                    139
   Accounts payable and other current liabilities                                                33,279                 34,703
   Accrued sales returns                                                                          3,817                  4,913
   Income taxes payable                                                                             103                    481
                                                                                            -----------------       ---------------
     Total current liabilities                                                                   54,723                 45,330
Long-term borrowings                                                                             29,046                 38,257
Minority interest                                                                                17,330                 20,288

Shareholders' Equity:
   Preferred shares - 10,000,000 shares authorized; 3,677
         shares issued and outstanding,                                                           3,310                  3,310
   Common shares -- $.01 par value, 75,000,000 shares authorized;
         51,475,511 shares issued; 31,166,478 and 31,343,978
         shares outstanding, respectively                                                           515                    515
   Capital in excess of par value                                                               114,451                113,459
   Accumulated other comprehensive losses                                                          (122)                  (118)
   Accumulated deficit                                                                          (69,436)               (88,843)
   Treasury stock, at cost, 20,309,033 and 20,131,533 shares, respectively                      (13,978)               (13,192)
                                                                                            -----------------       ---------------
     Total shareholders' equity                                                                  34,740                 15,131
                                                                                            -----------------       ---------------
           Total Liabilities and Shareholders' Equity                                       $   135,839             $  119,006
                                                                                            =================       ===============

</TABLE>

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


<PAGE>

<TABLE>
<CAPTION>

                      EMERSON RADIO CORP. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                FOR THE YEARS ENDED MARCH 31, 2002, 2001 AND 2000
                        (In thousands, except share data)


                                               Common  Shares Issued
                                               ----------------------       Capital    Accumulated Other                     Total
                                  Preferred   Number     Par    Treasury  In excess of   Comprehensive   Accumulated    Shareholders
                                   Stock     of Shares  Value    Stock     Par Value      Losses           Deficit          Equity
                                  ---------  --------- ------  --------- ------------  ----------------   ----------   -------------

<S>             <C>               <C>       <C>        <C>     <C>        <C>          <C>               <C>             <C>
Balance - April 2, 1999           $ 3,343   51,331,615 $ 513   $ (1,907)  $113,288     $    (78)         $(104,962)      $  10,197
    Purchase of treasury stock                                   (1,121)                                                    (1,121)
    Purchase of preferred stock       (33)                                       1                                             (32)
    Preferred stock dividends
      Declared                                                                                                (103)          ( 103)
   Comprehensive income:
    Net income for the year                                                                                  3,620           3,620
    Currency translation
       adjustment                                                                             2                                  2
       Comprehensive income                                                                                                  ------
                                                                                                                             3,622
                                    -----   ----------   ---    --------   -------          ----          --------         --------
Balance - March 31, 2000            3,310   51,331,615   513     (3,028)   113,289          (76)          (101,445)         12,563
    Purchase of treasury stock                                  (10,164)                                                   (10,164)
    Exercise of stock options
      and warrants                             143,896     2                   170                                             172
    Preferred stock dividends
      Declared                                                                                                ( 51)           ( 51)
   Comprehensive income:
      Net income for the year                                                                               12,653          12,653
      Currency translation adjustment                                                        (5)                                (5)
         Unrealized loss                                                                    (37)                               (37)
                                                                                                                       -------------
         Comprehensive income                                                                                               12,611
                                  ------    ----------  -----   --------    ------      ---------         ---------    -------------
Balance - March 31, 2001          3,310     51,475,511   515    (13,192)   113,459         (118)           (88,843)         15,131
    Purchase of treasury stock                                     (786)                                                      (786)
    Preferred dividend cancellation                                            992                                             992
   Comprehensive income:
        Net income for the year                                                                             19,407          19,407

         Currency translation adjustment                                                     (1)                                (1)
         Unrealized loss                                                                     (3)                                (3)
                                                                                                                            -------
         Comprehensive income                                                                                               19,403
                                  -------    ---------- -----  --------- -----------      ------        ----------       ----------
Balance - March 31, 2002          $3,310     51,475,511 $515   $(13,978) $ 114,451        $(122)         $ (69,436)      $  34,740
                                  ======     ========== =====  ========= =========     =========        ===========      ==========

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

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                          EMERSON RADIO CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               For The Years Ended March 31, 2002, 2001, and 2000
                                 (In thousands)
                                                                             2002                   2001                   2000
                                                                       ------------------    -------------------     ---------------
<S>                                                                           <C>              <C>                    <C>
Cash Flows from Operating Activities:
   Net income                                                                $   19,407       $     12,653           $     3,620
   Adjustments to reconcile net income to net
      cash provided by operating activities:
      Minority interest                                                          (2,958)            (2,284)                  --
      Depreciation and amortization                                               3,601              2,729                 1,306
      Deferred tax assets                                                        (7,899)               --                    --
      Equity in earnings of affiliate                                               --               1,476                  (277)
      Write-down of investment in joint venture                                     --                 --                    153
      Loss on marketable securities                                                 --                 --                    149
      Asset valuation and loss reserves                                           1,634               (284)                  626
      Other                                                                          (4)               (42)                    2
      Changes in assets and liabilities, net of acquisition of SSG:
         Accounts receivable                                                     (3,363)             3,966                   917
         Other receivables                                                       (1,556)             3,534                 2,755
         Inventories                                                              2,806             (9,463)               (2,970)
         Prepaid expenses and other current assets                                  312                (74)                  186
         Other assets                                                             ( 231)                84                   493
         Accounts payable and other current liabilities                          (1,528)            (2,876)                 (328)
         Income taxes payable                                                      (378)               346                  (265)
                                                                       ------------------     ------------------     ---------------
Net cash provided by operations                                                   9,843              9,765                 6,367
                                                                       ------------------     ------------------     ---------------
Cash Flows from Investing Activities:
   Purchase of SSG, net of cash acquired of $1,271                                 --               (2,378)                  --
   Proceeds from marketable securities                                             --                  --                    552
   Investment in affiliates                                                        --                  --                   (841)
   Additions to property and equipment                                             (896)              (110)                 (462)
   Distributions from joint venture                                                --                  --                    213
                                                                       ------------------     ------------------     ---------------
Net cash used by investing activities                                              (896)            (2,488)                 (538)
                                                                       ------------------     ------------------     ---------------
Cash Flows from Financing Activities:
   Net borrowings under line of credit facility                                    3,577             2,180                   698
   Long-term borrowings (retirement)                                                (497)              (37)                   47
   Payment of  dividend on preferred stock                                            --               (13)                  (26)
   Purchase of preferred and common stock                                           (786)          (10,164)               (1,153)
   Exercise of stock options and warrants                                            --                172                    --
   Other                                                                             --                 33                    44
                                                                       ------------------     ------------------     ---------------
Net cash provided  (used) by financing activities                                  2,294            (7,829)                 (390)
                                                                       ------------------     ------------------     ---------------
Net increase (decrease) in cash and cash equivalents                              11,241            (  552)                5,439

Cash and cash equivalents at beginning of year                                     7,987             8,539                3,100
                                                                       ------------------     ------------------     ---------------
Cash and cash equivalents at end of year                                     $    19,228         $   7,987            $   8,539
                                                                       ==================     ==================     ===============
Supplemental disclosure of cash flow information:
  Cash paid for interest                                                     $     3,391         $   4,102            $   2,137
                                                                       ==================     ==================     ===============
  Cash paid for income taxes                                                 $     1,278         $     784            $      11
                                                                       ==================     ==================     ===============



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

</TABLE>

<PAGE>

                      EMERSON RADIO CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002


Note 1 -- Significant Accounting Policies:

Background and Basis of Presentation

     The consolidated financial statements include the accounts of Emerson Radio
Corp.   ("Emerson",   consolidated  -  the  "Company")  and  its  majority-owned
subsidiaries,  including  Sport Supply  Group,  Inc.  ("SSG").  All  significant
intercompany transactions and balances have been eliminated.

     The Company  operates in two business  segments:  consumer  electronics and
sporting goods. The consumer electronics segment  designs, sources, imports and
markets a variety of consumer  electronic products and licenses the "EMERSON(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.

     Prior to March 23, 2001,  Emerson accounted for its investment in SSG using
the  equity  method  of  accounting.  On March  23,  2001,  Emerson  obtained  a
controlling  interest  in SSG and is  accounting  for  this  interest  as a step
acquisition.  The assets and liabilities of SSG have been revalued to fair value
to the extent of  Emerson's  50.1%  interest  in SSG as of March 23,  2001.  The
Company's 50.1% interest in the fair value of identifiable  assets acquired less
liabilities assumed exceeded the Company's investment in SSG by $1.9 million and
has been recorded as a reduction of

<PAGE>

acquired goodwill. For fiscal 2001, SSG's results of operations and the minority
interest related to those results have been included in the Company's results of
operations  as though it had been  acquired at the  beginning  of the year ended
March 31, 2001.

     The  preparation of the financial  statements in conformity  with generally
accepted  accounting  principles  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.

Cash Equivalents

     Short-term  investments with original maturities of three months or less at
the time of purchase are considered to be cash equivalents.

Fair Values of Financial Instruments

     The  carrying  amounts  for  cash  and  cash  equivalents,  trade  accounts
receivable,  accounts payable and accrued liabilities approximate fair value due
to short-term maturity of these financial  instruments.  The carrying amounts of
bank debt  approximate  this  fair  value due to their  variable  rate  interest
features.  The fair value of the  preferred  stock is based on the fair value of
the common stock into which the  preferred  stock is  convertible.  The carrying
value of the debentures approximate fair value.

Investments

     The Company determines the appropriate classifications of securities at the
time of purchase. The investments held by the Company at March 31, 2002 and 2001
were classified as "available-for-sale  securities", and are included in prepaid
expenses  and other  current  assets.  Realized  gains and losses  are  reported
separately as a component of income.  Declines in the market value of securities
deemed to be other than temporary are included in earnings.

Concentrations of Credit Risk

     Certain   financial   instruments   potentially   subject  the  Company  to
concentrations of credit risk. Accounts receivable for the consumer  electronics
segment  represent sales to retailers and  distributors of consumer  electronics
throughout  the United States and Canada.  Accounts  receivable for the sporting
goods  segment  represent  sales to all  levels of public and  private  schools,
colleges,  universities,  and military  academies,  municipal  and  governmental
agencies,  military facilities,  churches, clubs, camps, hospitals, youth sports
leagues,  non-profit  organizations,  team  dealers  and  certain  large  retail
sporting goods chains. The Company  periodically  performs credit evaluations of
its customers but generally does not require  collateral.  The Company  provides
for any  anticipated  credit  losses  in the  financial  statements  based  upon
management's estimates and ongoing reviews of recorded allowances.

<PAGE>

Depreciation, Amortization and Valuation of Property

     Property  and  equipment,  stated  at cost,  are being  depreciated  by the
straight-line method over their estimated useful lives.  Leasehold  improvements
are  amortized on a  straight-line  basis over the shorter of the useful life of
the improvement or the term of the lease. The cost of maintenance and repairs is
charged  to  expense as  incurred.  Significant  renewals  and  betterments  are
capitalized and  depreciated  over the remaining  estimated  useful lives of the
related assets.

     Depreciation   of  property,   plant  and  equipment  is  provided  by  the
straight-line method as follows:

 Buildings                                      Thirty to forty years
 Machinery and Equipment                        Five years to ten years
 Computer Equipment and Software                Three  years  to ten years
 Furniture & Fixtures and Office Equipment      Five years to seven years

Intangible Assets

     Goodwill and other intangible  assets relates to  acquisitions.  Trademarks
and  servicemarks  relate to costs  incurred in  connection  with the  licensing
agreements  for the use of certain  trademarks  and service marks in conjunction
with the sale of our  products.  Other items  classified  as goodwill  and other
intangible assets consist of patents, websites, customer base, and workforce.

     Amortization of intangible assets is provided by the  straight-line  method
as follows:

<TABLE>
<CAPTION>

<S>                                                          <C>
Cost in excess of identifiable net assets acquired           Principally thirty to forty years
Trademarks and servicemarks                                  Five to forty years
  Patents                                                    Seven to eleven years
</TABLE>

<PAGE>

     Management  periodically  assesses the recoverability of the carrying value
of intangible  assets.  The carrying value of intangible assets would be reduced
to fair  value if it is  probable  that  management's  best  estimate  of future
operating  income before  amortization of identifiable  assets will be less than
the carrying value over the remaining amortization period.

Revenue Recognition

     Revenues are recognized upon shipment of inventory and an estimate  against
revenues for possible  returns based upon  historical  return rates is recorded.
Subject to  certain  limitations,  customers  have the right to return a product
within a set period if they are not completely satisfied.

Foreign Currency

     The assets and liabilities of foreign  subsidiaries have been translated at
current  exchange rates,  and related revenues and expenses have been translated
at average  rates of exchange  in effect  during the year.  Related  translation
adjustments are reported as a separate component of shareholders' equity. Losses
resulting from foreign  currency  transactions  are included in the Consolidated
Statements of Operations.

     The Company  does not enter into  foreign  currency  exchange  contracts to
hedge its exposures related to foreign currency fluctuations.

Advertising and Deferred Catalog Expenses

     Advertising  expenses are charged to  operations  as  incurred,  except for
production costs related to direct-response  advertising  activities,  which are
capitalized.  Direct response advertising pertains to the sporting goods segment
of  the  Company,  which  consists  primarily  of  catalogs.  Production  costs,
primarily printing and postage, associated with catalogs are amortized using the
straight-line  method over twelve months which approximates average usage of the
catalogs produced.  Advertising expenses for the fiscal 2002, 2001 and 2000 were
approximately $5,766,000, $7,347,000, and $3,077,000, respectively.

Internet Expenses

     The Company  expenses the operating and development  costs of it's Internet
websites.

Income Taxes

     Deferred  income  taxes are  provided  for the tax  effects of  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax  purposes.  Valuation  reserves are
provided  for the  deferred  tax assets  when  realization  of the assets is not
reasonably assured. See Note 6.

<PAGE>

Net Earnings Per Common Share

     Net earnings per share of common share are based upon the weighted  average
number of common and common  equivalent  shares  outstanding.  Outstanding stock
options are treated as common stock equivalents when dilution results from their
assumed exercise.

Stock- Based Compensation

     The Company  and its  subsidiaries  have chosen to account for  stock-based
compensation plans using the fair value method under SFAS 123. The fair value of
these  options  was  estimated  at the date of grant  using the  Black-  Scholes
option-pricing model. See Note 8.

Recent Pronouncements

     In June 2001, the Financial Accounting Standards Board issued Statements of
Financial  Accounting  Standards No. 141,  Business  Combinations,  and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill and intangible assets deemed to
have indefinite  lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statements. Other intangible assets will
continue to be amortized over their useful lives.

     The Company will apply the new rules on  accounting  for goodwill and other
intangible assets beginning in the first quarter of fiscal 2003.  Application of
the  nonamortization  provisions  of the  Statement  is expected to result in an
approximate  increase in the net income of  $255,000  ($.01 per share) per year.
During  fiscal  2003,  the  Company  will  perform  the  first  of the  required
impairment  tests of goodwill and indefinite life intangible  assets as of April
1, 2002 and has not yet determined what the effect of these tests will be on the
earnings and financial position of the Company.

     During fiscal 2002, the Financial  Accounting Standards Board (FASB) issued
Statement of Financial  Accounting Standards (SFAS) No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 will be effective for
the Company for Fiscal 2003 and  provides  guidance on  differentiating  between
assets held and used,  held for sale,  and held for disposal other than by sale.
The Company has not yet determined the effects, if any, of implementing SFAS No.
144 on its reporting of financial information.

     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). For most companies,
Statement  145 will require  gains and losses on  extinguishments  of debt to be
classified  as  income  or  loss  from  continuing  operations  rather  than  as
extraordinary  items as previously  required  under  Statement 4.  Extraordinary
treatment  will be  required  for  certain  extinguishments  as  provided in APB
Opinion  No. 30.  Statement  145 also  amends  Statement  13 to require  certain
modifications to capital leases be treated as a sale-leaseback  and modifies the
accounting for sub-leases when the original  lessee remains a secondary  obligor
(or guarantor).  In addition,  the FASB rescinded  Statement 44 which addressed
the  accounting  for  intangible  assets  of motor  carriers  and made  numerous
technical  corrections.  The Company has not yet determined the effects, if any,
of implementing SFAS No. 145 on our reporting of financial information.

<PAGE>

Reclassifications

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

Note 2 -- Inventories:

     Inventories  are stated at the lower of cost or market.  Cost is determined
using the first-in,  first-out for the consumer  electronics segment and for the
sporting goods segment, weighted-average cost methods for items manufactured and
weighted-average  cost for items purchased for resale.  As of March 31, 2002 and
2001, inventories consisted of the following:

                                          March 31, 2002       March 31, 2001
                                         -----------------    -----------------
                                                    (In thousands)

Raw materials                             $     2,153          $     3,728
Work-in-process                                   258                  377
Finished                                       41,531               42,643
                                         -----------------    -----------------
                                               43,942               46,748
Less inventory allowances                      (2,285)              (2,271)
                                         -----------------    -----------------
                                           $   41,657           $   44,477
                                         =================    =================


Note 3 -- Acquisition of Affiliate:

     As of March 31, 2001 and 2000, Emerson owned 4,463,223 and 2,386,000 (50.1%
and  32.8%  of the  issued  and  outstanding)  shares  of  common  stock of SSG,
respectively.  Accordingly, for fiscal 2001 Emerson accounted for its investment
in SSG by  consolidating  SSG under  purchase  method of  accounting,  while for
fiscal  2000,  Emerson  accounted  for its  investment  in SSG under the  equity
method.

     Pro-forma  results of operations for Emerson,  reflecting the consolidation
with SSG for the fiscal year ended March 31, 2000 are as follows (in  thousands,
except per share data):


                                                              For the 12 Months
                                                                    Ended
                                                                March 31, 2000
                                                            --------------------
                                                                 (Unaudited)
 Net revenues                                               $       320,222
 Cost of sales                                                      255,472
 Net income                                                           3,620
 Net income per common share - basic and
      diluted                                              $            .07

     For fiscal 2000,  the  investment  in and results of operations of SSG were
accounted for by the equity method.  Summarized  financial  information  derived
from the  annual  and  quarterly  financial  reports  of SSG as  filed  with the
Securities  and  Exchange   Commission  for  fiscal  2000  are  as  follows  (in
thousands):

                                                            March 31, 2000
                                                        -----------------------
                                                             (Unaudited)

 Current assets                                         $       50,488
 Property, plant and equipment and
   other assets                                                 30,158
 Current liabilities                                            38,450
 Long-term debt                                                    252
 Stockholders' Equity                                           41,945

                                                          For the 12 Months
                                                                Ended
                                                            March 31, 2000
                                                         -----------------------
                                                              (Unaudited)
 Net sales                                              $      116,521
 Gross profit                                                   37,919
 Net income                                                      2,083

     Effective  March  1997,  the Company  entered  into a  Management  Services
Agreement with SSG,  under which each company  provides  various  managerial and
administrative  services  to the other for a fee at terms  reflected  in an arms
length  transaction.  For the fiscal  years  2002,  2001,  and 2000,  SSG billed
Emerson  pursuant  to  the  management  services  agreement  fees  of  $539,000,
$401,000, and $488,000, respectively.  Management believes that the transactions
under  the  management   services   agreement  are  reflective  of  arms  length
transactions.


<PAGE>

Note 4 -- Property, Plant, and Equipment

     As of March 31, 2002 and 2001, property, plant, and equipment was comprised
of the following:

                                                         2002             2001
                                                       --------         --------
                                                                (In thousands)

      Land                                           $        9       $        9
      Buildings                                           1,024            1,024
      Computer Equipment & Software                      10,476           10,948
      Furniture and fixtures                              1,617            1,570
      Machinery and equipment                             2,432            2,465
      Leasehold improvements                                246              296
                                                     -----------        --------
                                                         15,804           16,312
      Less accumulated depreciation and amortization      4,688            3,594
                                                     -----------        --------
                                                     $   11,116       $   12,718
                                                     ===========      ==========


   Depreciation and amortization of property, plant, and equipment amounted to
$2,352,000, $2,729,000, and $638,700 for the years ended March 31, 2002, 2001
and 2000, respectively.

Note 5  -- Borrowings:

     As of March 31, 2002 Emerson had an existing  Loan and  Security  Agreement
(the "Loan and Security  Agreement"),  which  includes 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  Emerson's  U.S. and Canadian
assets except for trademarks,  which are subject to a negative pledge  covenant,
and (ii) a portion of its  investment  in SSG. At March 31,  2002 and 2001,  the
weighted  average  interest  rate on the  outstanding  borrowings  was 7.43% and
10.42%,  respectively.  The interest  rate charged on this facility is the prime
rate of interest plus 1.25%.  Pursuant to the Loan and Security  Agreement,  the
Company 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  Company's  8 1/2%  Senior
Subordinated   Convertible   Debentures   Due  2002.   As  of  March  31,  2002,
approximately  $8.7 million was  outstanding  under this facility.  At March 31,
2002 and 2001,  no letters of credit for  inventory  purchases  were issued.  At
March 31, 2002 the carrying value of the credit facility  approximated  its fair
value.

<PAGE>


     On June 28, 2002,  Emerson entered into a $40 million  Revolving Credit and
Term Loan Agreement ("Loan Agreement") with several U.S. financial institutions.
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, 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 .5% 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  Emerson's  operations  will be used to  retire  all of
Emerson's 8.5% Senior Subordinated Convertible Debentures  ("Debentures") in the
amount of $20.8  million due August 2002.  The interest rate charged on the term
loan ranges from Prime plus 1.0% to 1.75% or, at Emerson's election,  LIBOR plus
2.50% to 3.25%  depending on certain  financial  covenants and amortizes  over a
three year period.  Pursuant to the Loan Agreement,  we will be restricted from,
among  other  things,  paying cash  dividends  other than on  preferred  shares,
repurchasing our common stock and entering into certain transactions without the
lender's  prior  consent  and are  subject  to  certain  net worth and  leverage
financial covenants. Amounts outstanding under the Loan Agreement are secured by
substantially all of Emerson's assets.

     As of March  31,  2002 and  2001,  long-term  borrowings  consisted  of the
following:

                                                      2002              2001
                                                    ---------        -----------
                                                           (In thousands)
8-1/2% Senior Subordinated Convertible
  Debentures Due 2002                               $ 20,750            $ 20,750
Notes payable under revolving line of credit          16,839              17,088
Equipment notes and other                                310                 558
                                                    ---------          ---------
                                                      37,899              38,396
Less current maturities                                8,853                 139
                                                   ----------          ---------
        Long-term debt and notes payable            $ 29,046            $ 38,257
                                                    =========          =========

     The Senior Subordinated Convertible Debentures Due 2002 ("Debentures") were
issued by Emerson in August 1995. The Debentures  bear interest at the rate of 8
1/2% per annum,  payable  quarterly,  and are  scheduled to mature on August 15,
2002,  which are  scheduled  for  repayment  on or before  August 15,  2002.  As
discussed previously,  the Company intends to use the new $15 million term loan,
combined with cash from Emerson's  operations,  to retire all of the Debentures.
Accordingly,  long-term  borrowings  include  that  portion  of the  loan  to be
amortized  beyond one year. The Debentures  are  convertible  into shares of the
Company's common stock at any time prior to redemption or maturity at an initial
conversion  price of $3.9875  per share,  subject to  adjustment  under  certain
circumstances.  The Debentures  are presently  redeemable in whole or in part at
the Company's option at a redemption  price of 101% of principal,  decreasing by
1% per year until maturity.  The Debentures are subordinated to all existing and
future  senior   indebtedness  (as  defined  in  the  Indenture   governing  the
Debentures).  The Debentures restrict,  among other things, the amount of senior
<PAGE>

indebtedness and other indebtedness that the Company, and, in certain instances,
its  consolidated  subsidiaries,  may incur.  Each holder of Debentures  has the
right to cause the Company to redeem the Debentures if certain designated events
(as defined) should occur. The Debentures are subject to certain restrictions on
transfer.  At March 31, 2002 the carrying value of the  debentures  approximated
their fair value.

     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 the Sport Supply Group, Inc. and  subsidiaries.  At March 31, 2002
and 2001, the weighted average  interest rate on the outstanding  borrowings was
4.9% and 8.5%,  respectively.  The interest  rate charged under this facility at
March 31,  2002 was 4.75%.  Pursuant  to the Loan and  Security  Agreement,  the
Company is restricted  from,  among other  things,  paying cash  dividends,  and
entering into certain  transactions without the lender's prior consent. At March
31, 2002 the carrying value of the note payable approximated its fair value.

     Maturities of long-term borrowings as of March 31, 2002, by fiscal year and
in the aggregate are as follows (in thousands):

                2003                                        $ 8,853
                2004                                         20,956
                2005                                          6,315
                2006                                          1,775
                2007                                              0
                Thereafter                                        0
                                                          -----------
                Total                                        37,899
                Less current portion                        ( 8,853)
                                                          -----------
                Total long term portion                     $29,046
                                                          ===========


 Note 6 -- Income Taxes:
<TABLE>
<CAPTION>

                                                     2002                2001             2000
                                                 --------------    ---------------    --------------
Current:                                                            (In thousands)
<S>                                               <C>               <C>                <C>
Federal                                           $  (160)            $   475             $   47
Foreign, state and other                              398                 848               (624)
Deferred federal                                   (7,899)             (2,267)               --
                                                 -----------       --------------     --------------
                                                 $ (7,661)           $   (944)            $ (577)
                                                 ==============    ===============    ==============
</TABLE>



     The Company,  with the exception of SSG, files a  consolidated  federal and
certain state and local income tax returns.

     The  difference  between the effective  rate reflected in the provision for
income taxes and the amounts  determined by applying the statutory  U.S. rate of
34% to income before income taxes for the years ended March 31, 2002,  2001, and
2000 are analyzed below:

<TABLE>
<CAPTION>

                                                   2002                2001               2000
                                              ---------------    ----------------    ---------------
                                                                  (In thousands)
<S>                                           <C>                <C>                  <C>
  Statutory provision                         $    4,089         $    3,981           $   1,035
  Decrease in valuation allowance                (12,057)            (5,246)             (1,306)
  Foreign income taxes                               254                478                (642)
  State taxes                                        302                723                 183
  Minority interest                                 (606)            (1,211)                 --
  Alternative minimum tax                             --                305                  47
  Other, net                                         357                 26                 106
                                              ---------------    ----------------    ---------------
  Total income tax (benefit)
    provision                                 $   (7,661)          $   (944)          $    (577)
                                              ===============    ================    ===============
</TABLE>

     In December  1999,  Emerson Radio (Hong Kong) Limited  received a favorable
ruling from the Hong Kong Court of Final Appeals  regarding  litigation with the
IRD related to the  deductibility  of certain  expenses  for fiscal 1992 through
fiscal 1999 tax years.  A tax credit of $619,000  was recorded by the Company in
fiscal 2000 as a result of this ruling.

     As of March 31, 2002 and 2001, the significant  components of the Company's
deferred tax assets and liabilities are as follows:

<PAGE>
<TABLE>
<CAPTION>

                                                                                2002                2001
                                                                            --------------      --------------
                                                                                     (In thousands)
  Deferred tax assets:
<S>                                                                         <C>                 <C>
      Accounts receivable reserves                                          $   5,751           $   5,345
      Inventory reserves                                                        1,913               1,359
      Net operating loss carryforwards                                         24,250              28,066
      Other                                                                       965               1,311
                                                                            --------------      --------------
            Total deferred tax assets                                          32,879              36,081
        Valuation allowance for deferred tax assets                           (14,395)            (26,452)
                                                                            --------------      --------------
            Net deferred tax assets                                            18,484               9,629
  Deferred tax liabilities:
      Intangible assets                                                        (3,173)             (2,921)
      Investment in affiliate                                                  (1,699)               (969)
      Other                                                                      (213)               (239)
                                                                            --------------      --------------
            Net deferred taxes                                               $ 13,399            $  5,500
                                                                            ==============      ==============

</TABLE>

     Total deferred tax assets for the consumer electronics segment at March 31,
2002 and 2001 include the tax-effected net operating loss carry forwards subject
to annual limitations (as discussed below) and tax-effected deductible temporary
differences.  The portion of the previous valuation reserve  established against
the  deferred  tax assets  relating to the  accounts  receivable  and  inventory
temporary  differences  has been  reduced by $  6,011,775  to $0, as  management
believes it is more likely  than not that such  benefit  will be realized in the
future. The portion of the previous valuation reserve related to the recognition
of management's  estimation of net operating loss carryforwards has been reduced
by $2,744,531 to $ 11,351,935.  The remaining  valuation reserve remains for the
consumer  electronics  segment against any expected future benefits  relating to
net operating loss  carryforwards  as management  believes it is not more likely
than not that such  benefit  will be  realized  in the  future due to the annual
limitations on the utilization of such carryforwards.

     The sporting goods segment has net operating loss carryforwards that can be
used to offset  future  taxable  income and can be carried  forward for 15 to 20
years. A valuation allowance for approximately $2.2 million has been established
as realization of the deferred tax assets is dependent on the successful outcome
of certain tax planning strategies, as well as the Company's ability to generate
sufficient taxable income to fully utilize net operating loss carryforwards.

     Income of foreign subsidiaries before taxes was $2,808,000, $7,486,000, and
$1,578,000 for the years ended March 31, 2002, 2001, and 2000, respectively.

     As of March  31,  2002,  the  Company  had a  federal  net  operating  loss
carryforward of approximately $110,000,000,  which will expire in the years 2006
through  2019.  The  utilization  of these net  operating  losses are subject to
limitations  under IRC section 382. In addition,  SSG has federal net  operating
loss carryforwards of approximately $23,516,000,  which will expire in the years
2011 through 2021.

<PAGE>

Note 7 -- Commitments and Contingencies:

Leases:

  The Company leases warehouse and office space with annual commitments as
follows (in thousands):


                            Fiscal Years                     Amount
                            ------------                     ------
                                2003                       $ 2,886
                                2004                         2,241
                                2005                         1,387
                                2006                           160
                                2007                             1


     Rent expense which includes  month-to-month leases,  aggregated $3,413,000,
$3,064,000, and $1,326,000 for fiscal 2002, 2001, and 2000, respectively.

Letters of Credit:

     There  were no letters of credit  outstanding  under the Loan and  Security
Agreement  (See Note 5) as of March 31, 2002 or 2001.  The  Company's  Hong Kong
subsidiary also currently maintains various credit facilities  aggregating $50.0
million  with banks in Hong Kong  subject  to annual  review  consisting  of the
following:  (i) a $5.0  million  credit  facility  which is  generally  used for
letters  of credit  for  inventory  purchases,  and (ii) two  credit  facilities
totaling $45 million with seasonal over - advances, for the benefit of a foreign
subsidiary,  which is for the  establishment  of back-to-back  letters of credit
with the Company's largest customers. At March 31, 2002, the Company's Hong Kong
subsidiary had pledged $1.75 million in  certificates of deposit to this bank to
assure the availability of the $5.0 million credit facility.  At March 31, 2002,
there were  $2,920,000  and  $6,429,000 of letters of credit  outstanding  under
these credit facilities,  respectively. The credit facility requires a net worth
covenant of the foreign  subsidiary  which the Company was in compliance with at
March 31, 2002.

<PAGE>

Note 8 -- Stock Based Compensation:

Consumer Electronics Segment:

     In July 1994, Emerson adopted a Stock Compensation Program ("Program"). The
maximum  aggregate  number of shares of common stock  available  pursuant to the
Program is  2,000,000  shares and the Program is  comprised  of four  parts--the
Incentive  Stock  Option Plan,  the  Supplemental  Stock Option Plan,  the Stock
Appreciation  Rights Plan and the Stock Bonus  Plan.  A summary of  transactions
during the last three years is as follows:
<TABLE>
<CAPTION>


                                                             Number of                 Weighted Average
                                                               Shares                   Exercise Price
                                                         -------------------       --------------------------
<S>                <C>                                       <C>                      <C>
Outstanding--April 2, 1999                                   1,040,000                $     1.06
     Granted                                                   300,000                      1.00
     Canceled                                                  (18,000)                     1.00
                                                         -------------------       --------------------------
Outstanding - March 31, 2000                                 1,322,000                      1.05
     Granted                                                   248,000                      1.00
     Exercised                                                 (75,000)                     1.00
     Canceled                                                  (11,666)                     1.00
                                                         -------------------       --------------------------
Outstanding - March 31, 2001                                 1,483,334                      1.04
     Granted                                                    26,000                      1.50
     Canceled                                                  (13,334)                     1.00
                                                         -------------------       --------------------------
Outstanding - March 31, 2002                                 1,496,000                $     1.05
                                                         ===================       ==========================

</TABLE>

     Subject to the terms set forth in each  option  agreement,  generally,  the
term of each option is ten years,  except for  options  issued to any person who
owns more than 10% of the voting  power of all  classes of  capital  stock,  for
which the term is five years. Options may not be exercised during the first year
after the date of the grant.  Thereafter,  each option becomes  exercisable on a
pro rata basis on each of the first through third  anniversaries  of the date of
the grant.  The exercise  price of options  granted must be equal to, or greater
than the fair market  value of the shares on the date of the grant,  except that
the option price with  respect to an option  granted to any person who owns more
than 10% of the voting  power of all classes of capital  stock shall not be less
than 110% of the fair market value of the shares on the date of the grant. As of
March  31,  2002,  there  were a total of  1,496,000  options  outstanding  with
exercise prices ranging from $1.00 per share to $1.50 per share. As of March 31,
2002,  1,221,334 of the total options outstanding were fully vested with 274,666
options  vesting  through April 2004.  At March 31, 2002,  2001,  and 2000,  the
weighted  average  exercise price of  exercisable  options under the Program was
$1.05, $1.04, and $1.05, respectively.

     In October 1994, Emerson's Board of Directors adopted, and the stockholders
subsequently  approved,  the 1994  Non-Employee  Director Stock Option Plan. The
maximum  number of shares of Common Stock  available  under such plan is 300,000

<PAGE>

shares.  A summary of  transactions  under the plan for the three  years  ending
March 31, 2002 is as follows:

<TABLE>
<CAPTION>
                                                             Number of                 Weighted Average
                                                               Shares                   Exercise Price
                                                         -------------------       -------------------------

<S>                <C>                                        <C>                   <C>
Outstanding--April 2,1999                                     150,000               $       1.00
     Canceled                                                 (50,000)                      1.00
                                                         -------------------       -------------------------
Outstanding--March 31, 2000                                   100,000                       1.00
     Granted                                                   75,000                       1.00
                                                         -------------------       -------------------------
Outstanding - March 31, 2001, and March, 2002                 175,000               $       1.00
                                                         ===================       =========================
</TABLE>

     All options  granted  under the stock  option plan during the fiscal  years
ending March 31, 2000, 2001 and 2002 were at exercise prices equal to or greater
than the fair market value of Emerson's stock on the date of the grant.

     As of March 31,  2002,  there were a total of 175,000  options  outstanding
with exercise  prices at $1.00 per share.  As of March 31, 2002,  125,000 of the
total options  outstanding were fully vested with 50,000 options vesting through
July 2003.

     The  provisions  for the 1994  Non-Employee  Director Stock Option Plan for
exercise  price,  term and vesting  schedule are the same as noted above for the
Stock Compensation Program.

Sporting Goods Segment:

     SSG has a stock option plan that provides up to 2,000,000  shares of common
stock for awards of incentive and  non-qualified  stock options to directors and
employees  (the "SSG Plan").  Under the SSG Plan,  the exercise price of options
will not be less than:  the fair market value of the common stock at the date of
grant;  or not less  than 110% of the fair  market  value  for  incentive  stock
options granted to certain employees, as more fully described in the Amended and
Restated  Stock Option Plan.  Options  expire ten years from the grant date,  or
five years from the grant date for incentive  stock  options  granted to certain
employees,  or such earlier date as  determined by the Board of Directors of SSG
(or a Stock Option Committee comprised of members of the Board of Directors).

<PAGE>

     A summary of  transactions  under the SSG Plan for the fiscal  year  ending
March 31, 2002 is as follows:

<TABLE>
<CAPTION>
                                                             Number of                 Weighted Average
                                                               Shares                   Exercise Price
                                                         -------------------       --------------------------
<S>                 <C> <C>                                   <C>                      <C>
Outstanding - March 31, 2000                                  1,097,199                $      7.76
     Granted                                                      9,375                       1.46
     Canceled                                                  (199,645)                      7.95
                                                         -------------------
Outstanding - March 31, 2001                                    906,929                       7.65
     Granted                                                     29,375                       1.30
     Canceled                                                   (10,125)                      8.09
                                                         -------------------       --------------------------
Outstanding - March 31, 2002                                    926,179                $      7.45
                                                         ===================       ==========================
</TABLE>

     All options  granted under the SSG Plan during the fiscal year ending March
31, 2002 were at exercise  prices equal to or greater than the fair market value
of SSG's stock on the date of the grant.

     As of March 31,  2002,  there were a total of 926,179  options  outstanding
with  exercise  prices  ranging  from $0.95 per share to $9.44 per share.  As of
March 31, 2002, 896,178 of the total options  outstanding were fully vested with
30,001  options  vesting  through April 2003. As of March 31, 2002, the weighted
average exercise price of exercisable options under the SSG Plan was $7.57.

Consumer Electronics and Sporting Good Segments:

     The weighted  average fair values of employee  stock options  granted under
the  Emerson  plan in fiscal  2002,  2001 and 2000 are  $1.18,  $0.84 and $0.35,
respectively. The fair values were estimated using the following assumptions and
the Black-Scholes option valuation model:

<TABLE>
<CAPTION>

                                                     2002                2001             2000
                                                 --------------    ---------------    --------------
<S>                                                <C>               <C>               <C>
Risk-free interest rate                            5.91%             5.29%             5.00%
Expected life                                    10 years          10 years           10 years
Expected volatility                                  .98               .99               .57
Expected dividend yield                            0.00%             0.00%             0.00%

</TABLE>

     SSG's fair  values were  calculated  using the  following:  (i) a risk free
interest rate of 4.15% and 4.29% for fiscal 2002 and 2001, respectively;  (ii) a
weighted  average  expected  life of 3 years for fiscal 2002 and 2001;  (iii) an
expected volatility of 39% and 55% for fiscal 2002 and 2001,  respectively;  and
(iv) a dividend  yield of 0.00% for fiscal 2002 and 2001.  The weighted  average
fair value of employee stock options granted for the SSG Plan in fiscal 2002 and
2001 was $0.41 and $0.59, respectively.

<PAGE>

     Emerson and SSG have elected to follow Accounting  Principles Board Opinion
No. 25,  "Accounting  for Stock  Issued to  Employees:  ("APB  25") and  related
Interpretations  in accounting  for its employee  stock  options.  Under APB 25,
because the exercise  price of the Company's  employee  stock options  equals or
exceeds  the  market  price  of the  underlying  stock  on  date  of  grant,  no
compensation   expense  is   recognized.   Emerson  and  SSG  have  adopted  the
disclosure-only provisions under Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" ("SFAS 123"). For the purposes of
SFAS 123 pro forma  disclosures,  the  estimated  fair  value of the  options is
amortized to expense over the options' vesting periods.  The Company's pro forma
information for fiscal 2002, 2001 and 2000 follows:

<TABLE>
<CAPTION>

                                                     2002              2001             2000
                                                 --------------    ------------    --------------
Net income: (in thousands)
<S>                                               <C>               <C>                <C>
     As reported                                  $19,407           $12,653            $  3,620
     Pro forma                                    $19,283           $12,058            $  3,601

Net  income (loss) per common share:
     Basic - as reported                          $   .62           $   .36            $    .07
     Basic - pro forma                            $   .62           $   .34            $    .07
     Diluted - as reported                        $   .52           $   .33            $    .07
     Diluted - pro forma                          $   .52           $   .31            $    .07

</TABLE>

     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
estimating the fair value of traded  options which have no vesting  restrictions
and are fully  transferable.  In addition,  option  valuation models require the
input of highly  subjective  assumptions  including  the  expected  stock  price
volatility.   Because   Emerson's   and  SSG's   employee   stock  options  have
characteristics  significantly  different  from  those of  traded  options,  and
because changes in the subjective  input  assumptions can materially  affect the
fair  value  estimate,  in  management's  opinion,  the  existing  models do not
necessarily  provide a reliable single measure of the fair value of its employee
stock options.

Note 9 -- Shareholder's Equity:

Common Shares:

     Authorized  common shares  consists of 75,000,000  shares of common shares,
par value  $.01 per share,  of which  31,166,478  shares  were  outstanding  and
20,309,033 shares were held in treasury at March 31, 2002, and 31,343,978 shares
were outstanding and 20,131,533 shares were held in treasury at March 31, 2001.

Common Stock Repurchase Program:

     In January 2000 Emerson's Board authorized a share repurchase program for 5
million  shares and in September 2001 a 1 million share  repurchase  program was
approved  by the Board  superceding  the  previous  program.  In fiscal 2002 the
Company  repurchased   177,500  shares  for  $236,000,   and  for  fiscal  2001,
repurchased  100,000  shares for $75,000,  pursuant to the programs.  The shares
were repurchased in the open market and were funded by working capital.

Additional Common Stock Repurchases:

     On May 25,  2000,  the  Company  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.  In  accordance  with the  Agreement,  the
Company, on May 25, 2000,  purchased 7.0 million shares of Common Stock from the
two  institutional  creditors  for $6.0 million.  On July 31, 2000,  the Company
purchased  8,177,533 shares of Common Stock for approximately  $4.1 million in a
private  transaction as part of the terms of the Agreement.  Additionally  under
the terms of the  Agreement,  the Company 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 (the "Option Purchase Price").  On
May 25, 2001, the Company  extended the option term for one  additional  year by
making a  $550,000  payment.  On June 10,  2002 the  Company  exercised  the 4.1
million  share option for $5.5  million.  The Company used cash  generated  from
operations and required no additional borrowings to complete this transaction.

Series A Convertible Preferred Stock:

     The Company has issued and outstanding 3,677 shares of Series A Convertible
Preferred  Stock,  ("Preferred  Stock")  $.01 par  value,  with a face  value of
$3,677,000 and an estimated fair market value of approximately  $4,520,000 as of
March 31, 2002. Effective March 31, 2002 the conversion feature of the Preferred
shares  expired.  Dividends  accrued  through  March 31, 2002 were reversed into
shareholder's equity. The Preferred Stock is non-voting and was convertible into
Common Stock  through March 31, 2002, at a price per share of Common Stock equal
to 80% of the defined  average  market  value of a share of Common  Stock on the
date of conversion.  Effective March 31, 2001,  dividends were no longer accrued
on these shares.

     During the years  ended March 31,  2002 and March 31,  2001,  there were no
conversions of the Company's  Series A Preferred Stock. For the year ended March
31, 2000, the Company repurchased 37 shares of its Series A Preferred Stock.

<PAGE>

Warrants:

     The  Company  issued  warrants  on  March  31,  1994  for the  purchase  of
approximately  750,000  shares of Common  Stock  exercisable  at $1.40 per share
during fiscal 2001.  During  fiscal 2001,  68,896  warrants  were  exercised and
converted  into 68,896 shares of common stock.  On March 31, 2001  approximately
680,000  warrants  expired  unexercised.  As of  March  31,  2002  there  are no
outstanding warrants.

Note 10 -- Net Earnings per Share:

     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share for the years ended March 31, 2002, March 31, 2001, and March
31, 2000:

                      EMERSON RADIO CORP. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
                                 March 31, 2002

<TABLE>
                     (In thousands, except per share amount)


                                                                   2002                   2001                  2000
                                                              ---------------       -----------------     -----------------
Numerator:
<S>                                                           <C>                   <C>                   <C>
Net income                                                    $    19,407           $    12,653           $    3,620
Less:  preferred stock dividends, and repurchase
    Costs                                                            --                      51                  103
                                                              ---------------       -----------------     -----------------
Numerator for basic earnings
    per share - income available to
    common stockholders                                            19,407                12,602                3,517
Add back to effect assumed conversions:
    Preferred stock dividends                                        --                      51                  103

    Interest on convertible debentures                             1,764                    --                    --
                                                              ---------------       -----------------     -----------------
Numerator for diluted earnings
    per share                                                 $   21,171            $    12,653           $    3,620
                                                              ===============       =================     =================
Denominator:
Denominator for basic earnings per share -
weighted average shares                                             31,298               35,066               47,632
Effect of dilutive securities:
   Preferred  shares                                                 3,531                3,066                5,876
   Options                                                             452                  437                  --
   Convertible debentures                                            5,204                   --                  --
                                                              ---------------       -----------------     -----------------
Denominator for diluted earnings  per share -
weighted average shares and assumed conversions                     40,485               38,569               53,508
                                                              ===============       =================     =================
Basic income per share                                        $        .62          $       .36           $      .07
                                                              ===============
                                                                                    =================     =================
Diluted income per share                                      $        .52          $       .33           $      .07
                                                              ===============       =================     =================

</TABLE>

     Options and warrants to purchase  2,899,000 shares of Common Stock were not
included in  computing  diluted  earnings  per share for Fiscal 2000 because the
effect would be antidilutive.

     Senior Subordinated  Debentures convertible into 5,204,000 shares of common
stock if converted were not included in computing diluted earnings per share for
Fiscal 2001, and 2000, because the effect would be antidilutive.

Note 11 -- License Agreements:

     Emerson has several  license  agreements  that allow  licensees  to use the
"EMERSON(R)" and H.H. Scott(R) trademarks for the manufacture and/or the sale of
consumer electronics and other products.  These license agreements cover various
countries  throughout  the world  and are  subject  to  renewal  at the  initial
expiration of the agreements.  License revenues  recognized and earned in fiscal
2002, 2001, and 2000 were approximately $6,952,000,  $3,930,000, and $3,143,000,
respectively.  Emerson  records a majority of licensing  revenues as earned over
the term of the related agreements.

<PAGE>

     In October  2000,  Emerson  entered  into a  three-year  license  agreement
("Video License Agreement") with Funai Corporation,  Inc.  ("Funai"),  effective
January 1, 2001, which was amended on February 19, 2002 which extended the Video
License Agreement for an additional year. The Video License Agreement with Funai
provides that Funai will  manufacture,  market,  sell and  distribute  specified
products  bearing  the  "EMERSON(R)"  trademark  to  customers  in the U.S.  and
Canadian  markets.  Under the terms of the  agreement,  Emerson will continue to
receive  non-refundable  minimum  annual  royalty  payments of $4.3  million for
calendar years 2002, 2003, and 2004, unless the agreement is terminated pursuant
to the  terms of the  License  Agreement.  The  minimums  are  credited  against
royalties earned for the sale of products. During fiscal 2002 and 2001, revenues
of $5,624,000  and  $1,075,000,  respectively,  were  recorded  under this Video
License Agreement.


Note 12-- Legal Proceedings:

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

Note 13 --Business Segment Information and Major Customers:

     The Company has two business segments,  the consumer  electronics  business
and the  sporting  goods  segment.  Operations  in these  business  segments are
summarized below by geographic area (in thousands):

<PAGE>
<TABLE>
<CAPTION>

                                                                           Year Ended March 31, 2002
                                                                    U.S.         Foreign       Consolidated
                                                               ---------------------------------------------
<S>                                                            <C>            <C>              <C>
Sales to unaffiliated customers - consumer
  electronics                                                  $  210,530     $  4,320         $  214,850

Sales to unaffiliated customers - sporting
  goods                                                           103,010          591            103,601
                                                               ---------------------------------------------
     Total sales to unaffiliated customers                     $  313,540     $  4,911         $  318,451
                                                               =============================================
Income (loss) before income  taxes -
  consumer electronics                                         $   15,330     $     (1)        $   15,329
Loss before income  taxes -  sporting goods                        (3,583)         --              (3,583)
                                                               ---------------------------------------------
     Total income (loss) before income taxes                   $   11,747     $     (1)        $   11,746
                                                               =============================================
Identifiable assets - consumer electronics                     $   46,395     $ 22,137         $   68,532

Identifiable assets - sporting goods                               67,307         --               67,307
                                                               ---------------------------------------------
     Total identifiable assets                                 $  113,702     $ 22,137        $   135,839
                                                               =============================================

                                                                        Year Ended March 31, 2001

                                                                    U.S.         Foreign       Consolidated
                                                               ---------------------------------------------
Sales to unaffiliated customers - consumer
  electronics                                                  $  255,272     $  9,077        $    264,349

Sales to unaffiliated customers - sporting
  goods                                                           112,653          408             113,061
                                                               ---------------------------------------------
     Total sales to unaffiliated customers                     $  367,925     $  9,485        $    377,410
                                                               =============================================
Income (loss) before income  taxes -
  consumer electronics                                         $   17,380     $    (25)       $     17,355
Loss before income  taxes -  sporting goods
                                                                   (5,646)          --              (5,646)
                                                               ---------------------------------------------
     Total income (loss) before income taxes                   $   11,734     $    (25)       $     11,709
                                                               =============================================
Identifiable assets - consumer electronics                     $   34,953     $  8,504        $    43,457

Identifiable assets - sporting goods                               75,549           --             75,549
                                                               ---------------------------------------------
     Total identifiable assets                                 $  110,502     $  8,504        $   119,006
                                                               =============================================

                                                                         Year Ended March 31, 2000

                                                                    U.S.         Foreign       Consolidated

Sales to unaffiliated customers - consumer electronics         $  197,810     $    5,891        $  203,701
                                                               =============================================
Income (loss) before income
   Taxes - consumer electronics                                $    3,075     $      (32)       $    3,043
                                                               =============================================
Identifiable assets - consumer electronics                     $   60,780     $     2,731       $   63,511
                                                               =============================================
</TABLE>


     Identifiable  assets are those assets used in operations in each geographic
area. In addition to operating  assets, at March 31, 2002, 2001, and 2000, there
were   non-operating   assets  of   $9,136,000,   $9,282,000   and   $8,297,000,
respectively, located in foreign countries.

     The Company's net sales to one customer  aggregated  approximately 22%, 41%
and 56% of consolidated  net revenues for the years ended March 31, 2002,  2001,
and 2000,  respectively.  The Company's net sales to another customer aggregated
19%,  14%,  and 21% for  the  years  ended  March  31,  2002,  2001,  and  2000,
respectively.  The trade accounts receivable  balance,  net of specific reserves
was not  material  as of March  31,  2002.  The  Company's  net sales to a third
customer  aggregated  less than 10% for the years ended March 31, 2002, 2001 and
2000. The trade accounts receivable  balance,  net of specific reserves for this
customer  approximated 15% of consolidated trade accounts receivable as of March
31, 2002.

Note 14 - - Quarterly Information (Unaudited):

     The following table sets forth certain information  regarding the Company's
results of operations  for each full quarter within the fiscal years ended March
31, 2002 and March 31,  2001,  with amounts in  thousands,  except for per share
data. Due to rounding,  quarterly  amounts may not fully sum to yearly  amounts.
(In thousands, except per share data).

<PAGE>
<TABLE>
<CAPTION>

                                            Fiscal 2002                                      Fiscal 2001
                                            -----------                                      ------------
Consolidated Statement
of Operations                     1st Qtr    2nd Qtr    3rd Qtr    4th Qtr       1st Qtr     2nd Qtr    3rd Qtr    4th Qtr
                                  -------    -------    -------    -------       -------     -------    -------    -------

<S>                               <C>      <C>        <C>         <C>           <C>         <C>         <C>        <C>
Net revenues                      $77,079  $111,503   $ 70,611    $59,144       $ 113,318   $128,101    $80,010    $56,075

Operating income                    2,656     5,568      1,107        983           3,871      5,608      2,536      1,478


Net income                          2,193     4,739      4,131      8,344           3,045      5,118      3,708        782

Net income  per
  common share - basic                .07       .15        .13        .27            0.07       0.15       0.12       0.02

Net income per
  common share - diluted              .06       .13        .11        .22            0.06       0.13       0.10       0.02

Weighted average shares
   Outstanding - basic             31,344    31,343     31,274     31,233          43,853     33,867     31,272     31,284


Weighted average shares
   Outstanding - diluted           34,948    40,099     40,253     40,357          50,037     42,277     39,955     34,852

</TABLE>


<PAGE>


Item 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

         None

                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS

     The information  required is incorporated  herein by reference to Emerson's
definitive  Proxy  Statement  to be  filed  with  the  Securities  and  Exchange
Commission on or before July 29, 2002.


Item 11.  EXECUTIVE COMPENSATION

     The information  required is incorporated  herein by reference to Emerson's
definitive  Proxy  Statement  to be  filed  with  the  Securities  and  Exchange
Commission on or before July 29, 2002.


 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information  required is incorporated  herein by reference to Emerson's
definitive  Proxy  Statement  to be  filed  with  the  Securities  and  Exchange
Commission on or before July 29, 2002.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information  required is incorporated  herein by reference to Emerson's
definitive  Proxy  Statement  to be  filed  with  the  Securities  and  Exchange
Commission on or before July 29, 2002.


                                     PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENTS,  STATEMENT SCHEDULE AND REPORTS ON FORM
         8-K

(a)  Financial Statements and Schedules. See Item 8

(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.

(c)  Exhibits

Exhibit Number


     3.1  Certificate of Incorporation of Emerson  (incorporated by reference to
          Exhibit  (3) (a) of  Emerson's  Registration  Statement  on Form  S-1,
          Registration No. 33-53621,  declared effective by the SEC on August 9,
          1994).

     3.2  Amended and  Restated  Certificate  of  Incorporation  of Sport Supply
          Group,  Inc.  (incorporated  by  reference  to  Exhibit  3.1 of  Sport
          Supply's  Annual  Report  on Form  10-K for the year  ended  March 30,
          2001).

     3.3  Certificate  of  Amendment  of Amended  and  Restated  Certificate  of
          Incorporation of Sport Supply Group,  Inc.  (incorporated by reference
          to Exhibit 3.1.1 of Sport Supply's  Annual Report on Form 10-K for the
          year ended March 30, 2001).

     3.4  Certificate of Designation for Series A Preferred Stock  (incorporated
          by reference to Exhibit (3) (b) of Emerson's Registration Statement on
          Form S-1, Registration No. 33-53621,  declared effective by the SEC on
          August 9, 1994).

     3.5  Amendment dated February 14, 1996 to the Certificate of  Incorporation
          of Emerson  (incorporated by reference to Exhibit (3) (a) of Emerson's
          Quarterly  Report  on Form 10-Q for the  quarter  ended  December  31,
          1995).

     3.6  By-Laws of Emerson  adopted March 1994  (incorporated  by reference to
          Exhibit  (3) (e) of  Emerson's  Registration  Statement  on Form  S-1,
          Registration No. 33-53621,  declared effective by the SEC on August 9,
          1994).

     3.7  Amendment  dated  November 28, 1995 to the By-Laws of Emerson  adopted
          March 1994  (incorporated by reference to Exhibit (3) (b) of Emerson's
          Quarterly  Report  on Form 10-Q for the  quarter  ended  December  31,
          1995).

     3.8  Amended and Restated Bylaws of Sport Supply Group, Inc.  (incorporated
          by reference to Exhibit 3.2 of Sport  Supply's  Annual  Report on Form
          10-K for the year ended March 30, 2001).

     4.1  Indenture,  dated as of August 17, 1995 between  Emerson and Bank One,
          Columbus,  NA, as Trustee (incorporated by reference to Exhibit (1) of
          Emerson's  Current  Report on Form 8-K filed with the SEC on September
          8, 1995).

     10.1 Loan and  Security  Agreement,  dated  March  31,  1994,  by and among
          Emerson,  Majexco  Imports,  Inc. and Congress  Financial  Corporation
          ("Congress")  (incorporated  by  reference  to  Exhibit  (10)  (f)  of
          Emerson's   Registration  Statement  on  Form  S-1,  Registration  No.
          33-53621, declared effective by the SEC on August 9, 1994).
<PAGE>

     10.1.1  Amendment  No. 1 to  Financing  Agreements,  dated as of August 24,
          1995, among Emerson,  Majexco Imports, Inc. and Congress (incorporated
          by reference to Exhibit (2) of  Emerson's  Current  Report on Form 8-K
          filed with the SEC on September 8, 1995).

     10.1.2 Amendment  No. 2 to Financing  Agreements,  dated as of February 13,
          1996  (incorporated  by  reference  to Exhibit  (10) (c) of  Emerson's
          Quarterly  Report  on Form 10-Q for the  quarter  ended  December  31,
          1995).

     10.1.3 Amendment No. 3 to Financing Agreements, dated as of August 20, 1996
          (incorporated by reference to Exhibit (10) (b) of Emerson's  Quarterly
          Report on Form 10-Q for the quarter ended December 31, 1995).

     10.1.4 Amendment  No. 4 to Financing  Agreements,  dated as of November 14,
          1996  (incorporated  by  reference  to Exhibit  (10) (c) of  Emerson's
          Quarterly  Report on Form 10-Q for the  quarter  ended  September  30,
          1996).

     10.1.5 Amendment  No. 5 to Financing  Agreements,  dated as of February 18,
          1997  (incorporated  by  reference  to Exhibit  (10) (e) of  Emerson's
          Quarterly  Report  on Form 10-Q for the  quarter  ended  December  31,
          1996).

     10.1.6 Amendment No. 6 to Financing Agreements, dated as of August 14, 1997
          (incorporated by reference to Exhibit (10) (g) of Emerson's  Quarterly
          Report on Form 10-Q for quarter ended September 30, 1997).

     10.1.7 Amendment No. 7 to Financing Agreements,  dated as of March 31, 1998
          (incorporated  by reference  to Exhibit  (10) (t) of Emerson's  Annual
          Report on Form 10-K for the year ended April 3, 1998).

     10.1.8 Amendment  No. 8 to Financing  Agreements,  dated as of November 13,
          1998  (incorporated  by  reference  to Exhibit  (10) (a) of  Emerson's
          Quarterly Report on Form 10-Q for the quarter ended October 2, 1998).

     10.1.9  Amendment  No. 9 to  Financing  Agreements,  dated  June  16,  1999
          (incorporated  by reference  to Exhibit (10) (ab) of Emerson's  Annual
          Report on Form 10-K for the year ended April 2, 1999).

     10.1.10  Amendment  No. 10 to Financing  Agreements,  dated August 14, 2001
          (incorporated by reference to Exhibit (10.1.10) of Emerson's Quarterly
          Report on Form 10-Q for the quarter ended September 30, 2001).

     10.2 Consent No. 1 to Financing  Agreements  among Emerson,  certain of its
          subsidiaries,  and  Congress  (incorporated  by  reference  to Exhibit
          (10)(b) of  Emerson's  Current  Report on Form 8-K dated  November 27,
          1996).

<PAGE>

     10.3 Amendment No. 1 to Pledge and Security Agreement dated as of March 31,
          1998  (incorporated  by  reference  to Exhibit  (10) (u) of  Emerson's
          Annual Report on Form 10-K for the year ended April 3, 1998).

     10.4 Stipulation  of Settlement  and Order dated June 11, 1996 by and among
          the Official Liquidator of Fidenas  International Bank Limited,  Petra
          Stelling,  Barclays  Bank PLC,  the  Official  Liquidator  of  Fidenas
          Investment Limited, Geoffrey P. Jurick, Fidenas International Limited,
          L.L.C.,  Elision  International,  Inc.,  GSE  Multimedia  Technologies
          Corporation and Emerson.  (incorporated by reference to Exhibit 10(ae)
          of Emerson's  Annual  Report on Form 10-K for the year ended March 31,
          1996.)

     10.5 Pledge Agreement dated as of February 4, 1997 by Fidenas International
          Limited, L.L.C. ("FIN") in favor of TM Capital Corp.  (incorporated by
          reference to Exhibit (10) (a) of  Emerson's  Quarterly  Report on Form
          10-Q for the quarter ended December 31, 1996).

     10.6 Registration  Rights  Agreement  dated as of  February  4, 1997 by and
          among  Emerson,   FIN,  the  Creditors,   FIL  and  TM  Capital  Corp.
          (incorporated by reference to Exhibit (10) (b) of Emerson's  Quarterly
          Report on Form 10-Q for the quarter ended December 31, 1996).

     10.7 Securities  Purchase  Agreement  dated as of November 27, 1996, by and
          between Sport Supply Group, Inc. ("SSG") and Emerson  (incorporated by
          reference to Exhibit  (2)(a) of Emerson's  Current  Report on Form 8-K
          dated November 27, 1996).

     10.9 Form of Registration  Rights  Agreement by and between SSG and Emerson
          (incorporated  by  reference to Exhibit  (4)(b) of  Emerson's  Current
          Report on Form 8-K dated November 27, 1996).

     10.10 License  and   Exclusive    Distribution    Agreement   with   Cargil
           International Corp.  dated as of February 12, 1997  (incorporated  by
           reference to Exhibit (10) (c) of Emerson's  Quarterly  Report on Form
           10-Q for the quarter ended December 31, 1996).

     10.12 License Agreement  effective  as of  January  1, 2001 by and  between
           Funai Corporation and Emerson  (incorporated  by reference to Exhibit
           (10) (z) of  Emerson's  Quarterly Report on Form 10-Q for the quarter
           ended September 30, 2000).
<PAGE>

     10.12.1 First Amendment to License Agreement dated February 19, 2002 by and
             between Funai Corporation and Emerson. *

       10.13  Second Lease  Modification  dated as of May 15, 1998 between Hartz
              Mountain,  Parsippany  and Emerson  (incorporated  by reference to
              Exhibit (10) (v) of Emerson's  Annual  Report on Form 10-K for the
              year ended April 3, 1998).

       10.13.1 Third Lease Modification made the 26 day of October, 1998 between
               Hartz Mountain Parsippany and Emerson  (incorporated by reference
               to Exhibit (10)(b) of Emerson's Quarterly Report on Form 10-Q for
               the quarter ended October 2, 1998).

       10.14.1 Purchasing Agreement, dated March 5, 1999, between AFG-Elektronik
               GmbH and  Emerson  Radio  International  Ltd.   (incorporated  by
               reference to Exhibit (10) (aa) of Emerson's Annual Report on Form
               10-K for the year ended April 2, 1999).

       10.15  Supplemental Letter of Employment for Marino Andriani, dated as of
              October 11, 1999 (incorporated by reference to Exhibit (10) (a) of
              Emerson's  Quarterly  Report  on Form 10-Q for the  quarter  ended
              October 1, 1999).

       10.15.1 Supplemental Letter of Employment for Marino Andriani,  effective
               as of  April  1,  2001  (incorporated  by  reference  to  Exhibit
               (10.15.1)  of Emerson's  Annual  Report on Form 10-K for the year
               ended March 31, 2001).

       10.16  Letter  of  Employment  for  Patrick  Murray,  dated  May 3,  2001
              (incorporated  by reference to Exhibit (10.16) of Emerson's Annual
              Report on Form 10-K for the year ended March 31, 2001).


       10.17  Form of Indemnification Agreement  entered  into between the Sport
              Supply and each of the directors of the Sport Supply and the Sport
              Supply's  General  Counsel  (incorporated  by reference to Exhibit
              10.11 of Sport  Supply's  Annual  Report on Form 10-K for the year
              ended March 30, 2001).

       10.18  Sport Supply Group,  Inc.  Amended and Restated  Stock Option Plan
              (incorporated  by  reference  to Exhibit  10.13 of Sport  Supply's
              Annual Report on Form 10-K for the year ended March 30, 2001).

       10.19  Assignment and Assumption  Agreement,  dated to be effective as of
              February 28, 1992,  by and between  Aurora and Sport Supply Group,
              Inc. (incorporated by reference to Exhibit 10.24 of Sport Supply's
              Annual Report on Form 10-K for the year ended March 30, 2001).

       10.20  Amendment  No.  1 to  AMF  Licensing  Agreement  (incorporated  by
              reference to Exhibit 10.25 of Sport Supply's Annual Report on Form
              10-K for the year ended March 30, 2001).

<PAGE>

       10.21  License Agreement,  dated as of September 23, 1991, by and between
              Proacq  Corp.  and  Sport  Supply  Group,  Inc.  (incorporated  by
              reference to Exhibit 10.30 of Sport Supply's Annual Report on Form
              10-K for the year ended March 30, 2001).

       10.22  Sport  Supply  Group  Employees'  Savings  Plan dated June 1, 1993
              (incorporated  by  reference  to Exhibit  10.31 of Sport  Supply's
              Annual Report on Form 10-K for the year ended March 30, 2001).

       10.23  Management  Services  Agreement dated July 1, 1997 to be effective
              as of March 7, 1997 by and between  Sport Supply  Group,  Inc. and
              Emerson  (incorporated  by  reference  to  Exhibit  10.32 of Sport
              Supply's  Annual  Report on Form 10-K for the year ended March 30,
              2001).

       10.24  Non-Qualified  Stock  Option  Agreement by and between the Company
              and Geoffrey P. Jurick  (incorporated by reference to Exhibit 10.4
              of Sport  Supply's  Annual  Report on Form 10-K for the year ended
              March 30, 2001).

       10.26  Employment between Emerson Radio Corp. and John J. Raab, effective
              as of  September  1, 2001  (incorporated  by  reference to Exhibit
              (10.26) of Emerson's Quarterly Report on Form 10-Q for the quarter
              ended September 30, 2001).

       10.26.1 Employment Agreement between Emerson Radio Corp. and Elizabeth J.
               Calianese  McPartland,   effective   as  of   September  1,  2001
               (incorporated  by reference  to Exhibit  (10.26.1)  of  Emerson's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2001).

       10.26.2 Letter re  Employment  Agreement  between  Emerson  Radio  Corp.,
               Emerson Radio  International  Ltd.,  Emerson  Radio  (Hong  Kong)
               Limited and Geoffrey P. Jurick, effective as of September 1, 2001
               (incorporated  by  reference to Exhibit  (10.26.2)  of  Emerson's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2001).

       10.26.3 Employment Agreement  between  Emerson Radio Corp. and Kenneth A.
               Corby,  effective  as  of  September  1,  2001  (incorporated  by
               reference to Exhibit (10.26.3) of Emerson's  Quarterly  Report on
               Form 10-Q for the quarter ended December 31, 2001).

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

       10.35  Credit  Agreement dated March 27, 2001 by and between Sport Supply
              Group, Inc. and Congress  Financial  Corporation  (incorporated by
              reference to Exhibit 10.37 of Sport Supply's Annual Report on Form
              10-K for the year ended March 30, 2001).


<PAGE>

       12     Computation of Ratio of Earnings  (Loss) to Combined Fixed Charges
              and Preferred Stock Dividends. *

       21     Subsidiaries of the Company as of March 31, 2002.*

       23     Consent of Independent Auditors.*

-------------------
* Filed herewith.


<PAGE>
                                            SIGNATURES


       Pursuant  to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

   EMERSON RADIO CORP.

                                               By: /s/   Geoffrey  P. Jurick
                                                         Geoffrey P. Jurick
                                                         Chairman of the Board
Dated:  July 11, 2002

       Pursuant to the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

<TABLE>


<S>                                            <C>                                              <C>
/s/ Geoffrey P. Jurick                         Chairman of the Board,                           July 11, 2002
Geoffrey P. Jurick                             Chief Executive Officer and
                                               President


/s/ Kenneth A. Corby                           Executive Vice President,                       July 11, 2002
Kenneth A. Corby                               Chief Financial Officer


/s/ Robert H. Brown, Jr.                       Director                                        July 11, 2002
Robert H. Brown, Jr.


/s/ Peter G. Bunger                            Director                                        July 11, 2002
Peter G. Bunger


/s/ Jerome H. Farnum                           Director                                        July 11, 2002
Jerome H. Farnum


/s/ Stephen H. Goodman                         Director                                        July 11, 2002
Stephen H. Goodman

</TABLE>

<TABLE>
<CAPTION>


                      EMERSON RADIO CORP. AND SUBSIDIARIES
                                   SCHEDULE II
                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                                 (In thousands)



<S>              <C>                                              <C>         <C>              <C>               <C>
                         Column A                               Column B         Column C         Column D         Column E
------------------------------------------------------------
                                                               Balance at     Charged to                           Balance
                                                                Beginning        costs and     Deductions         at end of
                        Description                              of year         Expenses                          year (C)
------------------------------------------------------------

Allowance for doubtful accounts/chargebacks:
     Year ended:

           March 31, 2002 (D)                                     $ 3,015     $    1,543       $ 1,598(A)        $   2,960
           March 31, 2001 (D)                                       3,284            (14)          255(A)            3,015
           March 31, 2000                                           2,686           (100)          139(A)            2,447

-----------------------------------------------------------
Inventory reserves:
     Year ended:
           March 31, 2002 (D)                                   $   2,271     $   1,910        $ 1,896(B)       $    2,285
           March 31, 2001 (D)                                       1,711         1,222            662(B)            2,271
           March 31, 2000                                             385           708            514(B)              579

</TABLE>

(A)    Accounts written off, net of recoveries.

(B)    Net realizable value reserve removed from account when inventory is sold.

(C)    Amounts do not include  certain  accounts  receivable  reserves  that are
       disclosed as "allowances" on the  Consolidated  Balance Sheets since they
       are not valuation reserves.

(D)    For fiscal 2002 and 2001,  the  balances  include  both Emerson and SSG's
       accounts.