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EXHIBIT 31.1


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

I, Adrain Ma, certify that:

1. I have reviewed this amendment to the annual report on Form 10-K of Emerson
Radio Corp. ("annual report");

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

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

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

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

    b) Evaluated the effectiveness of the registrant's disclosure controls and
    procedures and presented in this annual report our conclusions about the
    effectiveness of the disclosure controls and procedures as of the end of the
    period covered by this annual report based on such evaluation; and

    c) Disclosed in this annual report any change in the registrant's internal
    control over financial reporting that occurred during the registrant's most
    recent fiscal quarter (the registrant's fourth fiscal quarter in the case of
    an annual report) that has materially affected, or is reasonably likely to
    materially affect, the registrant's internal control over financial
    reporting; and

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

    a) All significant deficiencies and material weaknesses in the design or
    operation of internal control over financial reporting which are reasonably
    likely to adversely affect the registrant's ability to record, process,
    summarize and report financial information: and



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    b) Any fraud, whether or not material, that involves management or other
    employees who have a significant role in the registrant's internal control
    over financial reporting.

Date:  July 31, 2006


                                  /s/ Adrian Ma
                                  ----------------------------------------
                                  Adrian Ma
                                  Chief Executive Officer

A signed original of this written statement required by Section 302 has been
provided to Emerson Radio Corp. and will be retained by Emerson Radio Corp. and
furnished to the Securities and Exchange Commission or its staff upon request.