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EXHIBIT 14.1 CODE OF ETHICS
FOR
SENIOR FINANCIAL OFFICERS 1. PURPOSE. The Board of Directors (the Board) of Emerson Radio Corp. (the Company) has
adopted the following Code of Ethics (the Code) to apply to the Companys
Chief Executive Officer; Chief Financial Officer; Chief Accounting Officer;
Controller; and Treasurer (the Senior Financial Officers). This Code is
intended to focus Senior Financial Officers on areas of ethical risk, provide
guidance to help them recognize and deal with ethical issues, provide
mechanisms to report unethical conduct, foster a culture of honesty and
accountability, deter wrongdoing and promote fair and accurate disclosure and
financial reporting. No code or policy can anticipate every situation that may arise. Accordingly,
this Code is intended to serve as a source of guiding principles. Senior
Financial Officers are encouraged to bring questions about particular
circumstances that may involve one or more of the provisions of this Code to
the attention of the Chair of the Audit Committee, who may consult with inside
or outside legal counsel as appropriate. 2. INTRODUCTION Each Senior Financial Officer is expected to adhere to a high standard of
ethical conduct. The good name of the Company depends on the way Senior
Financial Officers conduct business and the way the public perceives that
conduct. Unethical actions, or the appearance of unethical actions, are not
acceptable. Senior Financial Officers are expected to be guided by the
following principles in carrying out their responsibilities.  -
    
    Loyalty. Senior Financial Officers should not
be, or appear to be, subject to influences, interests
or relationships that conflict with the best interests
of the Company.-
    
    Compliance with Applicable Laws. Senior
Financial Officers are expected to comply with all
laws, rules and regulations applicable to the Companys
activities.-
    
    Observance of Ethical Standards. Senior
Financial Officers must adhere to high ethical
standards in the conduct of their duties. These
include honesty and fairness. 3. INTEGRITY OF RECORDS AND FINANCIAL REPORTING. Senior Financial Officers are responsible for the accurate and reliable
preparation and maintenance of the Companys financial records. Accurate and
reliable preparation of financial




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records is of critical importance to proper
management decisions and the fulfillment of the
Companys financial, legal and reporting obligations. Diligence in accurately
preparing and maintaining the Companys records allows the Company to fulfill
its reporting obligations and to provide stockholders, governmental authorities
and the general public with full, fair, accurate, timely and understandable
disclosure. Senior Financial Officers are responsible for establishing and
maintaining adequate disclosure controls and procedures, and internal controls
and procedures, including procedures that are designed to enable the Company
to: (a) accurately document and account for transactions on the books and
records of the Company; and (b) maintain reports, vouchers, bills, invoices,
payroll and service records, business measurement and performance records and
other essential data with care and honesty. Senior Financial Officers shall immediately bring to the attention of the Audit
Committee any information they may have concerning: (a) Defects, deficiencies, or discrepancies related to the design or
operation of internal controls which may affect the Companys ability to
accurately record, process, summarize, report and disclose its financial data
or (b) Any fraud, whether or not material, that involves management or other
employees who have roles in the Companys financial reporting, disclosures or
internal controls. 4. CONFLICT OF INTEREST. Senior Financial Officers must avoid any conflicts of interest between
themselves and the Company. Any situation that involves, or may involve, a
conflict of interest with the Company, should be disclosed promptly to the
Chair of the Audit Committee, who may consult with inside or outside legal
counsel as appropriate. A conflict of interest can occur when an individuals personal interest is
adverse to  or may appear to be adverse to  the interests of the Company as a
whole. Conflicts of interest also arise when an individual, or a member of his
or her family, receives improper personal benefits as a result of his or her
position with the Company. This Code does not attempt to describe all possible conflicts of interest which
could develop. Some of the more common conflicts from which Senior Financial
Officers must refrain, however, are set forth below:  -
    
    Improper conduct and activities. Senior
Financial Officers may not engage in any conduct or
activities that are inconsistent with the Companys
best interests or that disrupt or impair the Companys
relationship with any person or entity with which the
Company has, or proposes to enter into, a business or
contractual relationship. -2-




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-
    
    Compensation from non-Company sources. Senior
Financial Officers may not accept compensation for
services performed for the Company from any source
other than the Company.-
    
    Gifts. Senior Financial Officers and members of
their immediate families may not accept gifts from
persons or entities where any such gift is being made
in order to influence their actions in their position
with the Company, or where acceptance of the gifts
could create the appearance of a conflict of interest.-
    
    Personal use of Company assets. Senior
Financial Officers may not use Company assets, labor or
information for personal use, other than incidental
personal use, unless approved by the Chair of the Audit
Committee or as part of a compensation or expense
reimbursement program.-
    
    Financial Interests in other Businesses. Senior
Financial Officers should avoid having an ownership
interest in any other enterprises, such as a customer,
supplier or competitor, if that interest compromises
the officers loyalty to the Company. 5. CORPORATE OPPORTUNITIES. Senior Financial Officers are prohibited from: (a) taking for themselves
personally opportunities related to the Companys business without first
presenting those opportunities to the Company and obtaining approval from the
Board; (b) using the Companys property, information, or position for personal
gain; or (c) competing with the Company for business opportunities. 6. CONFIDENTIALITY. Senior Financial Officers should maintain the confidentiality of information
entrusted to them by the Company and any other confidential information about
the Company, its business or finances, customers or suppliers, that comes to
them, from whatever source, except when disclosure is authorized or legally
mandated. For purposes of this Code, confidential information includes all
non-public information relating to the Company, its business or finances,
customers or suppliers. 7. COMPLIANCE WITH LAWS, RULES AND REGULATIONS. Senior Financial Officers shall comply with laws, rules and regulations
applicable to the Company, including insider trading laws, and all other
Company policies. Transactions in Company securities are governed by the
Companys Insider Trading Policy. -3-




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8. ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR. Senior Financial Officers must promote ethical behavior and create a culture of
ethical compliance. Senior Financial Officers should foster an environment in
which the Company: (a) encourages employees to talk to supervisors, managers
and other appropriate personnel when in doubt about the best course of action
in a particular situation; (b) encourages employees to report
violations of laws, rules and regulations to appropriate personnel; and (c)
informs employees that the Company will not allow retaliation for reports made
in good faith. 9. CONCLUSION. Senior Financial Officers should communicate any suspected violations of this
Code promptly to the Chair of the Audit Committee. The Board or a person or
persons designated by the Board will investigate violations, and appropriate
disciplinary action will be taken in the event of any violation of the Code, up
to and including termination. Only the Audit Committee may grant any waivers
of this policy. -4-