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, 2000 OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
      OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                        For the transition period from to

                         Commission File Number 0-25226

                               EMERSON RADIO CORP.

             (Exact name of registrant as specified in its charter)

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

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          Series A Preferred Stock and Warrants
Section 12(g) of the Act:                  -------------------------------------

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 June 22, 2000 (computed by reference to the
last reported sale price of the Common Stock on the American  Stock  Exchange on
such date): $12,919,000.

Number of Common Shares outstanding at June 22, 2000:  39,377,615

<PAGE>

                      DOCUMENTS INCORPORATED BY REFERENCE:

   Document                         Part of the Form 10-K

Proxy Statement for Annual Meeting of
Stockholders to be held on August 10,
2000                                                                Part III
--------------------------------------------------------------------------------

                                     PART I

Item 1.    BUSINESS

General

         Emerson  Radio  Corp.   ("Emerson"  or  the   "Company"),   a  consumer
electronics distributor,  directly and through subsidiaries,  designs,  sources,
imports and markets a variety of television,  video products  including  digital
video disc (DVD) and video cassette  recorders (VCR),  microwave  ovens,  audio,
home office, home theater, multi-media,  specialty and other consumer electronic
products.  The Company  also  licenses the "[OBJECT  OMITTED]"  trademark  for a
variety of products  domestically and  internationally to certain licensees (See
"Business-Licensing  and  Related  Activities").  The  Company  distributes  its
products primarily through mass merchants, discount retailers,  distributors and
specialty   catalogers   leveraging  the  strength  of  its  "[OBJECT  OMITTED]"
trademark,  a  nationally  recognized  trade  name in the  consumer  electronics
industry.  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.

         The Company believes it possesses an advantage over its competitors due
to the  combination of (i) the "[OBJECT  OMITTED]" brand  recognition,  (ii) its
distribution  base  and  established  customer  relations,  (iii)  its  sourcing
expertise  and  established  vendor  relations,   (iv)  an  infrastructure  with
personnel  experienced  in servicing  and  providing  logistical  support to the
domestic mass merchant distribution channel, and (v) its extensive experience in
establishing  license  agreements with licensees on a global basis for a variety
of products.  Emerson  intends to continue to leverage its core  competencies to
offer a broad variety of current and new consumer  products to retail customers.
In addition, the Company has in the past and intends in the future to form joint
ventures and enter into licensing and distributor agreements that take advantage
of the Company's  trademarks  and utilize the Company's  logistical and sourcing
advantages for products that are more  efficiently  marketed with the assistance
of these partners.

         The Company's core business  consists of the  distribution  and sale of
various low to  moderately  priced  product  categories  of consumer  electronic
products.  The  majority  of  the  Company's  marketing  and  sales  efforts  is
concentrated  in the  United  States  and,  to a lesser  extent,  certain  other
international  regions.   Emerson's  major  competitors  in  these  markets  are
foreign-based manufacturers and distributors. (See "Business - Competition.")

        The Company was originally formed in the State of New York in 1956 under
the name Major  Electronics  Corp. In 1977,  the Company  reincorporated  in the
State of New Jersey and changed its name to Emerson  Radio  Corp.  In 1994,  the
Company was reincorporated in Delaware. References to "Emerson" or the "Company"
refer  to  Emerson  Radio  Corp.  and  its  predecessor  and  its   consolidated
subsidiaries,  unless the context otherwise  indicates.  The Company's principal
executive  offices  are  located  at Nine  Entin  Road,  Parsippany,  New Jersey
07054-0430.  The Company's telephone number in Parsippany,  New Jersey, is (973)
884-5800.

<PAGE>

Products

         The Company directly and through subsidiaries designs, sources, imports
and markets a variety of video,  audio and other consumer  electronic  products,
primarily   on  the   strength  of  its   "[OBJECT   OMITTED]"   trademark,   an
internationally  recognized  symbol in the consumer  electronics  industry.  The
Company's current product categories consist of the following core products:

<TABLE>
Video Products                                Audio Products                                   Other

<S>                                           <C>                                              <C>
Color televisions                             CD stereo systems                                Home office
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>

         All of the Company's  products offer various features.  Microwave ovens
range in size from 0.6 cubic feet to 1.6 cubic feet containing  features such as
key pad touch controls,  multi-power  levels,  auto defrost and turntables.  The
newly  developed Omni Wave Cooking System(TM)  microwaves   feature  quicker and
more concentrated cooking. The Pop & Sizzle(TM) line of microwaves are specially
colored to match any  kitchen  design  imaginable  including  the  sophisticated
stainless steel look. The portable audio systems incorporate AM/FM radios and/or
cassettes  and/or CD players in a variety of models.  Emerson has entered into a
license agreement for use of the Hello Kitty(R) logo on selected  products.  The
specialty  clock radios  include the  SmartSet(TM)  clock,  which is designed to
automatically  convert to the correct  time,  date and month  regardless of time
zone due to microprocessor  technology that also allows it to reset itself after
a power failure,  thus  eliminating  the "blinking  light".  The Company's H. H.
Scott  division   markets  Home  Theater   products  that  utilize   proprietary
CinemaSurround(R)  technology that offers a dynamic 3-dimensional sound supplied
from any stereo  source,  without  the need for any  decoding  electronics,  and
innovative sound speakers including multi-media speakers.

Growth Strategy

         The  Company's  strategic  focus is to:  (i)  develop  and  expand  its
distribution  of consumer  electronic  products in the domestic  marketplace  to
existing and new  customers;  (ii) develop and sell new  products,  such as home
office products and products  utilizing  popular theme characters and logos such
as Hello Kitty(R);  (iii)  capitalize on  opportunities  to license the "[OBJECT
OMITTED]" trademark; (iv) leverage and exploit its sourcing capabilities, buying
power and logistics  expertise in the Far East either for itself or on behalf of
third parties;  (v) expand international sales and distribution  channels;  (vi)

<PAGE>

further  develop its direct to consumer sales channel;  and (vii) expand through
strategic  mergers and  acquisitions  of full or controlling  interests in other
companies.  In connection with the Company's  strategic  focus,  the Company may
from time to time take an equity position in various  corporate  entities.  (See
Item  8 -  "Financial  Statements  and  Supplementary  Data  -  Note 3  of Notes
to  the Consolidated Financial Statements.")

         The  Company  believes  that  the  "[OBJECT   OMITTED]"   trademark  is
recognized in many  countries.  A principal  component of the  Company's  growth
strategy is to utilize  this global  brand name  recognition  together  with the
Company's  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. The Company's management believes the Company 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 Company's  current product line and augmenting its
product line with  complementary  products.  The Company  intends to pursue such
plans either  independently or by forging new  relationships,  including license
arrangements,    distributorship    agreements   and   joint   ventures.    (See
"Business-Licensing and Related Activities.")

Sales and Distribution

         The Company makes  available to its customers a direct import  program,
pursuant to which products bearing the "[OBJECT OMITTED]" trademark are imported
directly by the Company's  customers.  In Fiscal 2000 and Fiscal 1999,  products
representing  approximately  82% and  84% of net  revenues,  respectively,  were
imported directly from manufacturers to the Company's customers.  If the Company
experiences  a  decline  in  sales   effected   through  direct  imports  and  a
corresponding  increase in domestic  sales,  the Company will require  increased
working  capital in order to purchase  inventory  to fulfill  such  sales.  This
increase in working capital may affect the liquidity of the Company. (See Item 7
-  "Management's  Discussion and Analysis of Results of Operations and Financial
Condition" and "Forward-Looking Information.")

         The Company has an  integrated  system to  coordinate  the  purchasing,
sales and  distribution  aspects of its operations.  The Company receives orders
from its major accounts  electronically,  via facsimile,  telephone or mail. The
Company does not have long-term contracts with any of its customers,  but rather
receives orders on an ongoing basis. Products imported by the Company (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.  This also
includes the use of an affiliate's  warehouse pursuant to a Management  Services
Agreement  between  the  Company  and the  affiliate.  (See Item 8 -  "Financial
Statements  and  Supplementary  Data  -  Note 3 of  Notes  to  the  Consolidated
Financial  Statements.") All inventory is monitored by the Company's  electronic
inventory system. As a purchase order is received and filled, 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,  the  Company  markets  its  products  primarily
through mass merchandisers and discount retailers. Wal-Mart Stores accounted for
approximately 55% and 52%, and Target Stores accounted for approximately 21% and
24% of the Company's net revenues in Fiscal 2000 and Fiscal 1999,  respectively.
No other  customer  accounted for more than 10% of the Company's net revenues in
either period.  Management believes that any loss or material reduction in sales

<PAGE>

from  either of these  customers  would  have a material  adverse  affect on the
Company's results of operations.

         Approximately  38% and 39% of the Company's net revenues in Fiscal 2000
and  Fiscal  1999,   respectively,   were  made  through  sales   representative
organizations that receive sales commissions and work closely with the Company's
sales personnel. The sales representative organizations sell, in addition to the
Company's 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.  The Company
utilizes  approximately  30 sales  representative  organizations,  including one
through which  approximately 25% and 26% of the Company's net revenues were made
in Fiscal 2000 and Fiscal  1999,  respectively.  No other  sales  representative
organization accounted for more than 10% of the Company's net revenues in either
year. The remainder of the Company's sales is made to retail customers  serviced
by the Company's sales personnel.

Foreign Marketing

         Approximately  3% of the  Company's  net  revenues  in Fiscal  2000 and
Fiscal 1999 were  derived  from  customers  based in foreign  countries  through
license and distribution  agreements primarily in South America and Canada. (See
Item 8 - "Financial  Statements and Supplementary Data - Note 14 of Notes to the
Consolidated  Financial  Statements" and Item 7 -  "Management's  Discussion and
Analysis of Results of Operations and Financial Condition.")

Licensing and Related Activities

     The Company has several license agreements in place that allow licensees to
use the "[OBJECT  OMITTED]"  trademark  for the  manufacture  and/or the sale of
consumer  electronics and other products.  The license  agreements cover various
countries  throughout  the world  and are  subject  to  renewal  at the  initial
expiration of the agreements. Additionally, the Company has entered into several
sourcing and  inspection  agreements  that require the Company to provide  these
services in exchange  for a fee.  License  revenues  recognized  in Fiscal 2000,
1999,  and 1998  were  $3,143,000,  $3,633,000,  and  $5,597,000,  respectively,
including  $4,000,000  in Fiscal  1998  from a major  supplier  whose  licensing
agreement  expired March 31, 1998.  The Company  records  licensing  revenues as
earned over the term of the related agreements.

         In  April  1997  in  anticipation  of the  expiration  of  the  license
agreement,  Emerson executed a marketing agreement ("Marketing  Agreement") with
Daewoo Electronics Co. Ltd., ("Daewoo").  This Marketing Agreement provided that
Daewoo  manufacture  and distribute  television  and video products  bearing the
"[OBJECT  OMITTED]"  trademark  to  customers  in the U.S.  market.  The Company
arranged  sales  and  provided  marketing  services,  and in return  received  a
commission for such services.  Daewoo was  responsible for and assumed all risks
associated with, order processing, shipping, credit and collections,  inventory,
returns  and  after-sale  service.  The  commissions  earned by the  Company was
entirely  dependent  upon the  volume of sales  made that  were  subject  to the
Marketing  Agreement.  Effective  as of October  29,  1999,  Emerson  and Daewoo
entered into a three year License Agreement ("License Agreement") which replaced
the Marketing  Agreement.  The License  Agreement  includes,  among other items,
minimum  production  quotas and subject to certain  conditions,  minimum  annual
royalty payments each year, which in Fiscal 2001

<PAGE>

amounts to  $4,500,000.  All other  material  aspects of the  License  Agreement
remain substantially  similar to the terms set forth in the superceded Marketing
Agreement.

         In addition,  the Company has several  other  licensing  agreements  in
place with  licensees  primarily in the United  States,  Canada,  Latin America,
Mexico, Eastern Asia and parts of Europe.

         Throughout   many   parts  of  the   world,   the   Company   maintains
distributorship,  and/or sales support and assistance  agreements that allow the
distribution of the Company's product into defined  geographic areas.  Currently
the Company has such agreements covering the Sub-Asian Continent,  North Africa,
Canada and the Middle East.

         The Company  intends to pursue  additional  licensing  and  distributor
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

         The  Company's   products  are   manufactured  by  original   equipment
manufacturers   in   accordance   with  the  Company's   specifications.   These
manufacturers are primarily located in Hong Kong, South Korea,  China,  Malaysia
and Thailand.

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

         During  Fiscal 2000 and Fiscal 1999,  100% of the  Company's  purchases
consisted of imported finished goods.

         The  following  summarizes  the  Company's  purchases  from  its  major
suppliers.

                                                                 Fiscal Year

                          Supplier                       2000               1999
                   Daewoo                                 30%                22%
                   Avatar Mfg                             17%                 *
                   Imarflex                               13%                12%
                   Tonic Electronics                      11%                32%

================
* Less than 10%.

<PAGE>

         No other  supplier  accounted for more than 10% of the Company's  total
purchases in Fiscal 2000 or Fiscal 1999. The Company considers its relationships
with its suppliers to be  satisfactory  and believes  that,  barring any unusual
shortages or economic  conditions  (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"),  the Company could
develop,  as it already has developed,  alternative  sources for the products it
currently purchases.  The Company has a contractual  agreement with one supplier
to provide future raw materials totaling  approximately  $700,000.  No assurance
can be given that ample supply of product  would be available at current  prices
if the  Company  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.

Warranties

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

Returned Products

         Customers  return  product to the  Company  for a variety  of  reasons,
including liberal retailer return policies with their customers, damage to goods
in transit and occasional cosmetic imperfections and mechanical failures.

         To reduce the costs  associated with product  returns,  the Company has
entered  into  agreements  with the  majority of its  suppliers.  For a fee, the
Company  returns  defective  returned  product to the  supplier  and in exchange
receives a unit. The agreements cover certain  microwave ovens,  audio and video
products.   The  Company  has  realized  and  expects  to  continue  to  realize
significant cost savings from such agreements.

         In addition, the Company has an agreement with Hi Quality International
(U.S.A.)  Inc. ("Hi  Quality") as an outlet for much of the  Company's  returned
products  pursuant to which Hi Quality  has agreed to purchase  from the Company
certain  returned  products  in the United  States  that are not  subject to the
vendor  agreements  discussed  previously.  Hi Quality will  refurbish  them, if
feasible, and sell them as either refurbished or "As-Is" product.

Backlog

         From time-to-time, the Company has substantial orders from customers on
hand. Management believes,  however, that backlog is not a significant factor in
its  operations.  The ability of management to correctly  anticipate and provide
for  inventory  requirements  is  essential to the  successful  operation of the
Company's business.

<PAGE>

Trademarks

         The  Company  owns  the  "[OBJECT  OMITTED]",  "Emerson  Research(TM)",
"Emerson  Interactive  (sm)",  "H.H.  Scott(R)" and  "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
the Company,  those  registered  in the United States must be renewed at various
times  through  2010 and those  registered  in Canada must be renewed at various
times through 2014. The Company's  trademarks are also registered on a worldwide
basis in  various  countries,  which  registrations  must be  renewed at various
times.  The Company intends to renew all trademarks  necessary for its business.
The  Company  considers  the  "[OBJECT  OMITTED]"  trademark  to be of  material
importance to its business and owns several other  trademarks,  none of which is
currently  considered  by  the  Company  to be of  material  importance  to  its
business.  The  Company  has  licensed  certain  applications  of the "  [OBJECT
OMITTED]" trademark to several licensees on a limited basis and for a definitive
period of time. (See Item 1 - "Business - Licensing and Related Activities.")

Competition

         The market  segment of the consumer  electronics  industry in which the
Company competes  generates  approximately $15 billion of factory sales annually
and is  highly  fragmented,  cyclical  and very  competitive,  supporting  major
American,  Japanese and Korean  companies,  as well as numerous small importers.
The  industry  is  characterized  by the short  life  cycle of  products,  which
requires continuous design and development efforts.

         The Company  primarily  competes in the low to medium-priced  sector of
the  consumer  electronics  market.  Management  estimates  that the Company has
several dozen competitors that are manufacturers  and/or  distributors,  many of
which are much larger and have greater financial resources than the Company. The
Company competes primarily on the basis of its products'  reliability,  quality,
price,  design,  consumer  acceptance of the "[OBJECT OMITTED]"  trademark,  and
quality service to retailers and their  customers.  The Company's  products also
compete at the retail  level for shelf space and  promotional  displays,  all of
which have an impact on the  Company's  established  and  proposed  distribution
channels.  (See Item 7 -  "Management's  Discussion  and  Analysis of Results of
Operations and Financial Condition.")

Seasonality

         The Company  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  retailers  need to plan  earlier for the  Christmas  selling  season and
management's  ability to obtain additional orders during the slower times of the
year. On a corresponding basis, the Company still experiences  increased returns
during the quarters ending March and June, which adversely affects the Company's
collection  activities and liquidity during such periods.  Operating results may
fluctuate  due to other  factors such as the timing of the  introduction  of new

<PAGE>

products,  price  changes by the  Company  and its  competitors,  demand for the
Company's products,  product mix, delay,  available  inventory levels,  seasonal
cost increases and general economic conditions.

Government Regulation

         Pursuant to the Tariff Act of 1930,  as amended,  the Trade Act of 1974
and regulations  promulgated  thereunder,  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 the Company or limiting  quantities
of goods  available  to the Company  from its  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  the  Company.   Additional  Federal  legislation  and
regulations   regarding  the  importation  of  consumer  electronics   products,
including  the  products  marketed  by the  Company,  have  been  proposed  from
time-to-time  and, if enacted into law,  could  adversely  affect the  Company's
results of operations.

Employees

         As of June 22, 2000, the Company had approximately  104 employees.  The
Company considers its labor relations to be generally satisfactory.  The Company
has no union employees.

Item 2.  PROPERTIES

         The Company leases warehouse and office space in New Jersey, Hong Kong,
and Texas under leases expiring at various times.

         A lease for  office  space at its  Corporate  offices in New Jersey for
21,509  square feet expires on October 31,  2003.  Lease  agreements  for 10,132
square feet of office  space in Hong Kong expire  July 31,  2003.  There is also
34,000  square  feet of  warehouse  and office  space in Texas,  rented  from an
affiliate pursuant to a Management Services Agreement which can be terminated by
either party upon 60 days notice.

         The Company  utilizes public  warehouse  space.  Such public  warehouse
commitments  are evidenced by contracts  with terms of up to one year.  The cost
for the public  warehouse space is primarily based on a fixed  percentage of the
Company's  sales from each respective  location.  The Company does not presently
own any real property.

<PAGE>

Item 3.  LEGAL PROCEEDINGS

         As previously reported,  the Company has resolved  substantially all of
the litigation  against it and has accrued the net cost thereof as an expense in
its fiscal year ended March 31, 2000. All that remains is a previously  reported
claim by Gerhard Eisenbach, which has remained dormant during the year and as to
which the Company believes it has meritorious  defenses,  litigation  arising in
the ordinary course of business,  in the opinion of management,  will not have a
material  adverse  effect on the Company's  consolidated  financial  position if
resolved on unfavorable terms to the Company 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, the Company's
Chairman,  three of his creditors, the Company, and certain other parties. While
such  implementation may have a material adverse effect on Mr. Jurick, it is the
opinion of management  that  termination of the  Stipulation  will not adversely
affect the Company.

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

         The Annual Meeting of the Company's  shareholders  was held on February
24, 2000, at which time the shareholders elected the following slate of nominees
to remain on the Board of  Directors:  Peter G.  Bunger,  Robert H. Brown,  Jr.,
Stephen H.  Goodman,  Jerome H. Farnum and Geoffrey P.  Jurick.  Election of the
Board of Directors was the only matter  submitted for  shareholder  vote.  There
were 47,828,215  shares of outstanding  capital stock of the Company entitled to
vote at the record date for this meeting and there were present at such meeting,
in person or by proxy,  stockholders  holding 44,427,428 shares of the Company's
Common Stock which represented 92.88% of the total capital stock outstanding and
entitled  to vote.  There  were  44,427,428  shares  voted on the  matter of the
election of directors.  The result of the votes cast  regarding each nominee for
office was:

 Nominee for Director                Votes For                   Votes Withheld

 Robert H. Brown, Jr.               44,203,390                      224,038
 Peter G. Bunger                    44,203,390                      224,038
 Jerome H. Farnum                   44,203,742                      223,686
 Stephen H. Goodman                 44,178,290                      249,138
 Geoffrey P. Jurick                 43,428,094                      999,334


                                     PART II

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

           (a) Market Information
<PAGE>

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

                                Fiscal 2000                    Fiscal 1999
                          -------------------------         --------------------
                              High           Low               High        Low

First Quarter            $     7/8      $     1/2       $     5/8      $   3/8
Second Quarter                 3/4            1/2            11/16         3/8
Third Quarter                 11/16           7/16            5/8          1/4
Fourth Quarter                  1             1/2             7/8          7/16


         There is no established  trading market for the Company's  Common Stock
Purchase Warrants or Series A Convertible Preferred Stock.

         (b) Holders

         At June 22, 2000, there were  approximately  458 stockholders of record
of the Company's Common Stock and 12 holders of the Warrants.

         (c) Dividends

         The Company's policy has been to retain all available earnings, if any,
for the  development  and growth of its business.  The Company has not paid cash
dividends  on its Common  Stock.  In deciding  whether to pay  dividends  on the
Common  Stock in the future,  the  Company's  Board of Directors  will  consider
factors it deems  relevant,  including  the  Company's  earnings  and  financial
condition and its working  capital and  anticipated  capital  expenditures.  The
Company's  United  States  credit  facility and the  Indenture  contain  certain
dividend payment restrictions on the Company's Common Stock.  Additionally,  the
Company's  Certificate  of  Incorporation,  defining  the rights of the Series A
Preferred  Stock  (as  more  fully  described  below),  prohibits  Common  Stock
dividends  unless the Series A Preferred  Stock dividends are paid or put aside.
The Series A Preferred Stock accrues dividends, payable on a quarterly basis, at
a 2.8%  dividend rate and declines by a 1.4% dividend rate each year until March
31, 2001 when no further  dividends  are payable.  The Company is in  compliance
with the default  provisions of its Series A Preferred Stock, and currently owes
dividends in arrears of $925,000.  (See Item 7 -  "Management's  Discussion  and
Analysis of Results of Operations and Financial Condition.")

     (d) Unregistered Securities

     The Company authorized 10 million shares and issued 10,000 shares of Series
A Convertible Preferred Stock ("Series A Preferred Stock") on March 31, 1994. As
of March  31,  2000,  there  were  3,677  shares  of  Series A  Preferred  Stock
outstanding.

<PAGE>

     The Series A Preferred  Stock is  convertible  into shares of the Company's
common  stock at any time  during the  period  beginning  on March 31,  1997 and
ending on March 31, 2002. The conversion  rate is equal to 80% times the average
of the daily market prices of a share of the  Company's  common stock for the 60
consecutive days immediately preceding the conversion date.

     During the year ended March 31, 2000, the Company  repurchased 37 shares of
its Series A Preferred Stock.  There were no conversions of the Company's Series
A Preferred Stock into common stock for the year ended March 31, 2000.

<PAGE>

Item 6.    SELECTED CONSOLIDATED FINANCIAL DATA

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

<TABLE>


                                                  ------------- ------------- --------------- -------------- ---------------
                                                   March 31,      April 2,       April 3,       March 31,      March 31,
                                                      2000          1999           1998           1997            1996
                                                  ------------- ------------- --------------- -------------- ---------------

Summary of Operations:
<S>                                               <C>           <C>            <C>            <C>            <C>
  Net Revenues                                    $  204,956    $  158,730     $162,730       $  178,708     $   245,667
  Operating Income (Loss)                         $    5,334    $    3,278   $      524       $  (20,243)    $   (10,088)
  Net Income (Loss)                               $    3,620    $      289   $   (1,430)      $  (23,968)    $   (13,389)

Balance Sheet Data at Period End:
  Total Assets                                    $   57,996  $     54,395   $    54,767      $   58,768    $     96,576
  Current Liabilities                                 24,542        23,351        19,890          21,660          35,008
  Long-Term Debt                                      20,891        20,847        20,929          21,079          20,886
  Shareholders' Equity                                12,563        10,197        13,948          16,029          40,382
  Working Capital                                      9,854         6,859         9,610          13,258          48,434
  Current Ratio                                     1.4 to 1      1.3 to 1      1.5 to 1        1.6 to 1        2.4 to 1

Per Common Share: (1)
  Net Income (Loss) Per Common Share - Basic      $      .07  $      (.01)   $     (.04)     $     (0.61)   $      (0.35)
  Net Income (Loss) Per Common Share - Diluted    $      .07  $      (.01)   $     (.04)     $     (0.61)   $      (0.35)

Weighted Average Shares Outstanding:
    Basic                                             47,632       49,398        45,167           40,292           40,253
    Diluted                                           53,508       49,398        45,167           40,292           40,253


Common Shareholders' Equity per

    Common Share (2)                              $     0.19  $      0.13    $     0.19      $      0.15    $         .75

</TABLE>

(1)  For Fiscal 2000  dilutive  securities  include  5,876,000  shares  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,  2000.  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 1999-1996) 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.

<PAGE>

(2)  Calculated based on common shareholders' equity divided by actual shares of
     Common  Stock  outstanding.  Common  shareholders'  equity for Fiscal Years
     2000,  1999,  and  1998  is  equal  to  total  shareholders'   equity  less
     $3,677,000,  $3,714,000 and 5,237,000,  respectively,  and for Fiscal Years
     1997 and 1996 is equal to total  shareholders'  equity less $10 million for
     the liquidation preference of the Series A Preferred Stock.

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

Results of Operations - Fiscal 2000 compared with Fiscal 1999

         Net Revenues Net revenues for Fiscal 2000 increased $46.2 million (29%)
as compared to Fiscal 1999. The increase in net revenues resulted primarily from
increases  in unit sales of  microwave  ovens and audio  products as well as the
introduction  of the DVD and home office  product  category.  In  addition,  the
favorable trend of declining returned product as a percentage of sales continued
for Fiscal 2000,  resulting from continuing a more restrictive  return policy by
the  Company's  customers.  Revenues  earned from the  licensing of the "[OBJECT
OMITTED]"  trademark  were $3.1  million  for Fiscal  2000 as  compared  to $3.6
million  for  Fiscal  1999.  The  decrease  is  attributable  to  the  continued
transition towards the Daewoo License Agreement.  For Fiscal 2001, this trend is
expected to reverse because Emerson entered into a new Licensing  Agreement with
Daewoo which  provides for minimum  royalty  payments  which exceeds the royalty
revenue recorded for Fiscal 2000.

         The Company  reports  royalty and commission  revenues  earned from its
licensing  arrangements,  covering various products and territories,  in lieu of
reporting the full dollar value of such sales and associated  costs. The Company
expects its U.S. gross sales on its core products to increase and its margins on
such sales to also  improve  due to the change in product  mix to higher  margin
products, a reduction in returned product and through the continued introduction
of theme  products  through  the use of  current  and  newly  developed  license
agreements such as Hello Kitty(R) .

         Cost of Sales  Cost of  sales,  as a  percentage  of  consolidated  net
revenues, was 86.9% and 87.3% in Fiscal 2000 and Fiscal 1999, respectively.

         The  Company's   gross  profit  margins   continue  to  be  subject  to
competitive  pressures  arising  from  pricing  strategies  associated  with the
category of the consumer  electronics market in which the Company competes.  The
Company's products are generally placed in the low-to-medium  priced category of
the market,  which has a tendency to be the most  competitive  and  generate the
lowest  profits.  The Company  believes that the  combination  of its (i) Daewoo
License Agreement; (ii) various other license agreements; (iii) the introduction
of higher  margin  products  and (iv) use of  license  agreements  such as Hello
Kitty(R) and (v) reduced  product  returns  will have a favorable  impact on the
Company's  gross  profit.  The Company  continues  to promote its direct  import
programs to limit its working capital risks. In addition,  the Company continues
to focus on its higher  margin  products and is reviewing  new products that can
generate  higher  margins  than its current  business,  either  through  license
arrangements, acquisitions and joint ventures or on its own.

<PAGE>

         Other  Operating  Costs and Expenses Other operating costs and expenses
as a percentage  of net revenues  decreased  from 2.5% in Fiscal 1999 to 2.2% in
Fiscal 2000. The decrease was primarily due to decreases in freight charges.

         Selling,  General and  Administrative  Expenses  ("S,G&A")  S,G&A, as a
percentage  of net  revenues,  were 8.3% in Fiscal  2000 as  compared to 8.2% in
Fiscal  1999.  The  increase  is  primarily  due  to  increased  litigation  and
cooperative  advertising costs,  offset somwehat by the effect of a higher sales
base.

         Equity In Earnings Of Affiliate The Company's 33% share in the earnings
of an Affiliate amounted to $277,000 for Fiscal 2000 and $1.5 million for Fiscal
1999. The Company's ownership  investment in the Affiliate increased to 33% from
31% in Fiscal 1999 due to an  additional  investment  by Emerson of SSG's shares
and through a reduction  of SSG shares  outstanding  resulting  from a SSG stock
buyback program.

         Write-down of Investment in and Advances to Joint  Ventures  Write-down
of investment in and advances to Joint  Ventures was $135,000 for Fiscal 2000 as
compared to $900,000 for Fiscal 1999. This was  attributable to the finalization
of the Joint Venture in Fiscal 2000.

         Loss on Marketable Securities The loss on marketable securities results
from   the   sale   of   marketable   securities   which   are   classified   as
"available-for-sale".

         Interest  Expense Interest  expense did not change  significantly  from
Fiscal 1999 to Fiscal 2000. The Company's reduced average borrowings were offset
by higher borrowing costs.

         Provision  for  Income  Taxes The  Company's  income  tax  benefit  was
$577,000 for Fiscal 2000 as compared to a provision of $207,000 for Fiscal 1999.
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,  the Company generated
net income of $3.6  million for Fiscal  2000 as compared to $289,000  for Fiscal
1999.

Results of Operations - Fiscal 1999 compared with Fiscal 1998

         Net Revenues  Consolidated  net revenues for Fiscal 1999 decreased $4.0
million (2.5%) as compared to Fiscal 1998. The decrease in net revenues resulted
primarily  from  decreases  in unit sales of  microwave  ovens and home  theater
products. The reduced revenues were offset by increased sales of audio products,
particularly  CD/radio/cassette  products and CD shelf systems. This decrease in
product  sales was  partially  offset by a  significant  reduction  in  returned
product  resulting  from  an  overall  more  restrictive  return  policy  by the
Company's  customers.  Revenues  earned  from  the  licensing  of  the  "[OBJECT
OMITTED]"  trademark  were $3.6  million  for Fiscal  1999 as  compared  to $5.6
million  for  Fiscal  1998.  The  decrease  is  attributable  to the first  year
transition of a marketing agreement with Daewoo Electronics, Ltd. implemented to
replace a previous license agreement.

         The Company  reports  royalty and commission  revenues  earned from its
licensing arrangements, covering various products and territories. (See Item 1 -
Business - "Licensing and Related Activities").

<PAGE>

         Cost of Sales  Cost of  Sales,  as a  percentage  of  consolidated  net
revenues, was 87.3% and 87.5% in Fiscal 1999 and Fiscal 1998.

         Other  Operating  Costs and Expenses Other operating costs and expenses
decreased  $344,000 in Fiscal 1999 as compared to Fiscal  1998,  primarily  as a
result of reduced freight costs on returns, offset by increased return-to-vendor
program fees as this program was fully implemented this fiscal year.

         Selling,  General and  Administrative  Expenses  ("S,G&A")  S,G&A, as a
percentage  of net  revenues,  were 8.2% in Fiscal  1999 as  compared to 9.5% in
Fiscal 1998. In absolute  terms,  S,G&A decreased by $2.5 million in Fiscal 1999
as  compared  to Fiscal  1998.  The  decrease  in S,G&A as a  percentage  of net
revenues  and in absolute  terms was  primarily  attributable  to a reduction in
co-op  advertising  and a reduction in charges  related to bad debts,  partially
offset by an increase in professional and consulting fees.

         Equity In Earnings Of Affiliate The Company's 31% share in the earnings
of  an  Affiliate   amounted  to  $1.5  million  for  Fiscal  1999,   which  was
approximately the same as for Fiscal 1998.

         Write-down of Investment In And Advances to Joint  Ventures  Write-down
of investment in and advances to Joint  Ventures was $900,000 for Fiscal 1999 as
compared to $714,000 for Fiscal 1998. For Fiscal 1999 the  write-down  consisted
of a charge of $230,000 for the continuing  liquidation of a joint venture and a
$670,000 charge for the write-down of a foreign investment.  For Fiscal 1998 the
charge of $714,000 was entirely for the joint venture.

         Loss on Marketable  Securities Loss on marketable  securities is due to
the   write-down   of   marketable    securities   which   are   classified   as
"available-for-sale", net of gains on completed sales.

         Interest Expense Interest expense  decreased by $238,000 in Fiscal 1999
as compared to Fiscal 1998. The decrease was attributable to the amortization of
closing  costs  associated  with a borrowing  which were fully  amortized in the
prior year,  along with a reduction in short-term  average  borrowings  due to a
reduction in working capital requirements.

         Provision for Income Taxes The Company's provision for income taxes was
$207,000 for Fiscal 1999 as compared to $254,000 for Fiscal 1998.  The provision
for income taxes consisted primarily of foreign tax for both years.

         Net Income As a result of the foregoing factors,  the Company generated
net  income  of  $289,000  for  Fiscal  1999  as  compared  to  a  net  loss  of
approximately $1.4 million for Fiscal 1998.

Liquidity and Capital Resources

         Net cash provided by operating  activities  was $6.4 million for Fiscal
2000.  Cash was primarily  provided by an increase in the  profitability  of the
Company,  a reduction of other  receivables  partially  offset by an increase in
inventory.

         Net cash used by  investing  activities  was  $538,000 for Fiscal 2000.
Cash  was  utilized  primarily  for  additional   purchases  of  shares  in  its
unconsolidated  Affiliate (See Item 8 - "Financial  Statements and Supplementary
Data - Note 3 of Notes to the Consolidated Financial Statements."), and computer
related  capital   additions,   partially  offset  by  the  sale  of  marketable
securities.

         Net cash used for financing  activities was $390,000  primarily for the
purchase of the  Company's  stock for  treasury,  partially  offset by increased
borrowings.

<PAGE>

         The Company  maintains an asset-based $10 million U. S. line of credit.
The facility  provides  for  revolving  loans and letters of credit,  subject to
certain limits which, in the aggregate,  cannot exceed the lesser of $10 million
or a "Borrowing Base" amount based on specified percentages of eligible accounts
receivable  and  inventories.  The Company is required to maintain a certain net
worth level,  and is in  compliance  with this  requirement.  At March 31, 2000,
there was  $2,914,000  of  borrowings  under the  facility,  and no  outstanding
letters of credit issued for inventory purchases.

         The Company's Hong Kong subsidiary  currently  maintains various credit
facilities,  as  amended,  aggregating  $23.5  million  with a bank in Hong Kong
consisting  of the  following:  (i) a $3.5  million  credit  facility  which  is
generally  used for  letters of credit for  inventory  purchases  and (ii) a $20
million  credit  facility with  seasonal  over - advances,  for the benefit of a
foreign  subsidiary,  which is for the establishment of back-to-back  letters of
credit. At March 31, 2000, the Company's Hong Kong subsidiary pledged $1 million
in certificates  of deposit to this bank to assure the  availability of the $3.5
million credit facility. At March 31, 2000, there were approximately  $3,442,000
and  $24,566,000,  respectively,  of letters of credit  outstanding  under these
credit facilities.

         The  Company  has  continued  to enter into  licensing  agreements  for
existing  core  business  products  and new  products,  and  intends  to  pursue
additional  licensing  opportunities.  The Company  believes that such licensing
activities  will have a continued  positive  impact on net operating  results by
generating  royalty income with minimal costs, if any, and without the necessity
of  utilizing  working  capital or  accepting  customer  returns.  (See Item 1 -
Business -"Licensing and Related Activities").

         ShortTerm  Liquidity.  Cash  increased  to $8.5 million as of March 31,
2000 from $3.1 million as of April 2, 1999,  primarily from its  operations.  At
present,  management  believes  that  future cash flow from  operations  and the
institutional  financing  noted  above  will be  sufficient  to fund  all of the
Company's cash  requirements for the next fiscal year. In Fiscal 2000,  products
representing  approximately  82% of net revenues  were  directly  imported  from
manufacturers to the Company's customers.  The direct import program implemented
by the Company is critical in providing  sufficient  working capital to meet its
liquidity objectives. If the Company is unable to maintain its existing level of
direct sales volume,  it may not have sufficient  working capital to finance its
operating plan.

         The Company is  currently  in arrears on $925,000 of  dividends  on its
Series A Preferred Stock.

         The Company's liquidity is impacted by the seasonality of its business.
The Company  generally  records the majority of its annual sales in the quarters
ending September and December.  This requires the Company to open higher amounts
of letters of credit during the quarters  ending June and  September,  therefore
increasing   the  Company's   working   capital  needs  during  these   periods.
Additionally, the Company receives the largest percentage of customer returns in
the  quarter  ending  March.  The higher  level of returns  during  this  period
adversely  impacts  the  Company's  collection   activity,   and  therefore  its
liquidity.  The Company believes that the license agreements as discussed above,
and the arrangements it has implemented concerning returned merchandise,  should
favorably impact the Company's cash flow over their respective terms.

<PAGE>

         Long-Term Liquidity.  The Company has discontinued certain lower margin
product  lines  and  believes  that  this,  together  with its  various  license
agreements  and the  introduction  of  higher  margin  products  will  result in
continued  profitability,  thus reversing the trend of losses  reported in prior
fiscal years.  The senior secured credit facility with the Lender was amended in
March 1998 and  extended to March 31,  2001 and imposes a financial  covenant on
the  Company.  Non-compliance  of  the  covenant  could  materially  affect  the
Company's future liquidity.  Management  believes that its direct import program
and the anticipated cash flow from operations and the financing noted above will
provide  sufficient  liquidity to meet the Company's  operating and debt service
cash requirements on a longterm basis.

         There were no substantial  commitments  for purchase orders outside the
normal purchase orders used to secure product as of March 31, 2000. See Item 8 -
"Financial  Statements  and  Supplementary  Data  -  Note  13 of  Notes  to  the
Consolidated  Financial  Statements"  for disclosure on material cash commitment
subsequent to March 31, 2000.

Year 2000

     Emerson  successfully  completed its program to ensure Year 2000 readiness.
As a result,  the Company had no Year 2000  problems that affected its business,
results of  operations  or financial  condition.  Emerson  incurred  expenses of
$400,000 related to its Year 2000 program.

Recently-Issued Financial Accounting Pronouncements

         During the second quarter of 1998 the Financial  Standards Board (FASB)
issued  Statement of Financial  Accounting  Standards (SFAS) No. 133 "Accounting
for  Derivative  Instruments  and Hedging  Activities."  In June 1999,  the FASB
issued SFAS No. 137 which  deferred  the  effective  date of SFAS No. 133 by one
year.  SFAS No.  133 will be  effective  for the  Company  for  Fiscal  2001 and
establishes  accounting  and  reporting  standards for  derivative  instruments,
including  certain  derivative  instruments  embedded  in other  contracts,  and
hedging  activities.  The Company has not yet determined the effects, if any, of
implementing SFAS No. 133 on its 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 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",  "estimate",  "expect",  "predict",  "project",  and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks, uncertainties and assumptions.  Should one or more
of these risks or uncertainties  materialize,  or should underlying  assumptions
prove  incorrect,  actual results may vary  materially  from those  anticipated,
expected or projected.  Among the key factors that could cause actual results to
differ  materially  are as  follows:  (i) the ability of the Company to continue
selling products to its largest customers whose net revenues represented 55% and
21% of Fiscal 2000 net revenues;  (ii)  competitive  factors such as competitive
pricing  strategies  utilized by  retailers  in the  domestic  marketplace  that
negatively  impacts  product gross margins;  (iii) the ability of the Company to
maintain its suppliers,  primarily all of whom are located in the Far East; (iv)
the outcome of litigation; (v) the ability of the Company to comply with the

<PAGE>

restrictions imposed upon it by its outstanding  indebtedness;  and (vi) general
economic conditions. 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.

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

Inflation and Foreign Currency

         Neither inflation nor currency fluctuations had a significant effect on
the Company's results of operations  during Fiscal 2000. The Company's  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 Company purchases virtually all of its products from manufacturers
located in various  Asian  countries.  Financial  turmoil in the South  American
economies may have an adverse impact on the Company's South American Licensee.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT
         AUDITORS

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

<PAGE>

We have audited the  accompanying  consolidated  balance sheets of Emerson Radio
Corp. and Subsidiaries  as  of March 31, 2000 and April 2, 1999, and the related
consolidated statements of operations,  shareholders' equity, and cash flows for
each of the three  years in the period  ended  March 31,  2000.  Our audits also
included the financial  statement schedule listed in the Index at Item 14(a)(1).
These 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,  2000 and April 2,  1999,  and the
consolidated  results  of its  operations  and cash  flows for each of the three
years in the  period  ended  March  31,  2000,  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
May 30, 2000


<PAGE>
<TABLE>



                      EMERSON RADIO CORP. AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF OPERATIONS
      For The Years Ended March 31, 2000, April 2, 1999, and April 3, 1998
                      (In thousands, except per share data)



                                                                      2000                  1999               1998
                                                                -----------------     -------------       -------------

Net revenues                                                    $ 204,956             $  158,730            $ 162,730

Costs and expenses:

<S>                                                               <C>                    <C>                  <C>
     Cost of sales                                                178,125                138,502              142,372
     Other operating costs and expenses                             4,501                  4,007                4,351
     Selling, general and administrative expenses                  16,996                 12,943               15,483
                                                                -----------------     ------------       --------------
                                                                  199,622                155,452              162,206
                                                                -----------------     ------------       --------------

Operating  income                                                   5,334                  3,278                  524

     Equity in earnings of affiliate                                  277                  1,499                1,524
     Write-down of investment in and advances to joint
       venture                                                       (135)                  (900)                (714)


     Loss on marketable securities, net                              (149)                (1,109)                 --
     Interest expense, net                                         (2,284)                (2,272)              (2,510)
                                                                -----------------     -------------       -------------


                                                                    3,043                     496              (1,176)
Income (loss) before income taxes

     Provision (benefit) for income taxes                           ( 577)                    207                 254
                                                                -----------------     ------------------    ----------------
Net income (loss)                                               $   3,620             $       289          $   (1,430)
                                                                =================     ==================    ================


Net income (loss) per common share

     Basic                                                      $     .07             $     ( .01)         $     (.04)
     Diluted                                                          .07                   ( .01)               (.04)


Weighted average shares outstanding

     Basic                                                         47,632                  49,398              45,167
     Diluted                                                       53,508                  49,398              45,167


</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, 2000 and April 2, 1999
                        (In thousands, except share data)



 ASSETS                                                                                          2000                    1999
                                                                                            -----------------       ---------------

Current Assets:
<S>                                                                                         <C>                     <C>
   Cash and cash equivalents                                                                $    8,539              $    3,100
   Available for sale securities                                                                    37                     738

   Accounts receivable (less allowances of $3,977 and $3,907,  respectively)                     4,756                   5,143
   Other receivables                                                                             4,027                   6,782
   Inventories                                                                                  14,384                  11,608
   Prepaid expenses and other current assets                                                     2,653                   2,839
                                                                                            ----------                  ------
      Total current assets                                                                      34,396                  30,210

Property and equipment                                                                           1,034                   1,211
Investment in affiliates and joint venture                                                      20,277                  19,525
Other assets                                                                                     2,289                   3,449
                                                                                            ----------                --------
      Total Assets                                                                           $  57,996                $ 54,395
                                                                                            ==========               =========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Notes payable                                                                            $    2,914             $    2,216
   Current  maturities of long-term debt                                                            97                     50
   Accounts payable and other current liabilities                                               16,499                 16,759
   Accrued sales returns                                                                         4,897                  3,926
   Income taxes payable                                                                            135                    400
                                                                                            -----------------       ---------------
      Total current liabilities                                                                 24,542                 23,351
Long-term debt, less current maturities                                                         20,750                 20,750
Other non-current liabilities                                                                      141                     97

Shareholders' Equity:
   Preferred shares -- 10,000,000 shares authorized; 3,677 and 3,714
         shares issued and outstanding, respectively                                             3,310                  3,343
   Common shares -- $.01 par value, 75,000,000 shares authorized;
         51,331,615 shares issued; 46,477,615 and 47,828,215
         shares outstanding, respectively                                                          513                    513
   Capital in excess of par value                                                              113,289                113,288
   Cumulative translation adjustment                                                               (76)                   (78)
   Accumulated deficit                                                                       ( 101,445)              (104,962)
   Treasury stock, at cost, 4,854,000 and 3,503,400 shares, respectively                        (3,028)                (1,907)
                                                                                            -----------------       ---------------
      Total shareholders' equity                                                                12,563                 10,197
                                                                                            -----------------       ---------------
      Total Liabilities and Shareholders' Equity                                            $   57,996              $  54,395
                                                                                            =================       ===============

</TABLE>

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

<PAGE>
<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CHANGES IN
               SHAREHOLDERS' EQUITY FOR THE YEARS ENDED MARCH 31,
                      2000, APRIL 2, 1999 AND APRIL 3, 1998

                        (In thousands, except share data)



                                                Common Shares Issued              Capital      Cumulative                 Total
                                  Preferred    Number       Par     Treasury   In excess of  Translation  Accumulated  Shareholders
                                  Stock       of Shares     Value     Stock      Par Value     Adjustment    Deficit     Equity

<S>            <C> <C>           <C>          <C>          <C>        <C>        <C>             <C>         <C>           <C>
Balance--March 31, 1997          $ 9,000      40,335,642   $ 403     $ --       $ 109,278       $  191    $ (102,843)   $ 16,029
    Issuance of common stock
    upon conversion of
    preferred stock               (4,287)     10,709,088     107                    4,180
   Cancellation of common
      stock warrants                                                                 (257)                                  (257)
   Preferred stock dividends
     declared                                                                                                   (400)       (400)
   Comprehensive loss:
   Net loss for the year                                                                                      (1,430)     (1,430)
   Currency translation
    adjustment                                                                                       6                         6

   Comprehensive loss                                                                                                     (1,424)
                                   ------      ----------    ---    -------       ------          ----      --------      -------
Balance--April 3, 1998             4,713       51,044,730    510                  113,201          197      (104,673)     13,948
   Issuance of common stock
      upon conversion of
      preferred stock                (90)         286,885      3                       87

    Purchase of treasury stock                                      (1,907)                                               (1,907)
    Purchase of preferred stock   (1,280)                                                                       (407)     (1,687)
    Preferred stock dividends
      declared
                                                                                                                (171)       (171)
   Comprehensive income:
        Net income for the year                                                                                  289         289
     Currency translation adjustment                                                              (275)                     (275)
                                                                                                                          -------
        Comprehensive income                                                                                                  14
                                    -----     ----------     ---    ------        ------          ----      --------      ------
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
                                  =========  =============  =====  =========    =========      ==========  ==========    ========

</TABLE>

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


<PAGE>

<TABLE>
<CAPTION>




                      EMERSON RADIO CORP. AND SUBSIDIARIES

                                  CONSOLIDATED
                     STATEMENTS OF CASH FLOWS For The Years
                      Ended March 31, 2000, April 2, 1999,
                                and April 3, 1998
                                 (In thousands)

                                                                             2000                   1999                   1998
                                                                       ------------------    -------------------     ---------------
Cash Flows from Operating Activities:
<S>                                                                     <C>                     <C>                   <C>
   Net income (loss)                                                    $      3,620            $      289            $    (1,430)
   Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:
      Depreciation and amortization                                            1,306                 1,245                  1,759
      Equity in earnings of affiliate                                           (277)               (1,499)                (1,524)
      Write-down of investment in joint venture                                  153                   900                    714
      Loss on marketable securities                                              149                 1,298                     --
      Asset valuation and loss reserves                                          626                (1,375)                (3,092)
      Other                                                                        2                  (275)                  (251)
      Changes in assets and liabilities:
         Accounts receivable                                                     (45)                2,642                  4,543
         Other receivables                                                     2,755                  (308)                (4,357)
         Inventories                                                          (2,970)                1,021                  4,505
         Prepaid expenses and other current assets                               186                  (460)                  (241)
         Other assets                                                            493                   699                    (71)

         Accounts payable and other current liabilities                          634                   900                  2,739
         Income taxes payable                                                   (265)                  209                     88
                                                                       ------------------    ------------------     ----------------
Net cash provided by operations                                                6,367                 5,286                  3,382
                                                                       ------------------     ------------------     ---------------

Cash Flows from Investing Activities:
   Proceeds from (investment in) marketable securities                           552                (2,036)                  --
   Investment in affiliates                                                     (841)                  (91)                 2,709
   Additions to property and equipment                                          (462)                 (413)                   (27)

   Distributions from joint venture                                              213                   241                     --
                                                                       ------------------     ------------------     ---------------
Net cash (used) provided by investing activities                                (538)               (2,299)                 2,682
                                                                       ------------------     ------------------     ---------------

Cash Flows from Financing Activities:
   Net borrowings (repayments) under line of credit   facility                   698                 2,216                 (5,689)
   Retirement of  long-term debt                                                  47                   (35)                  (106)
   Payment of  dividend on preferred stock                                       (26)                 (407)                  (257)
   Purchase of preferred and common stock                                     (1,153)               (3,187)                    --
   Other                                                                          44                   (82)                   (44)
                                                                       ------------------    ------------------     ----------------
Net cash used by financing activities                                           (390)               (1,495)                (6,096)
                                                                       ------------------     ------------------     ---------------
Net increase (decrease) in cash and cash equivalents                           5,439                 1,492                    (32)
Cash and cash equivalents at beginning of year                                 3,100                 1,608                  1,640
                                                                       ------------------     ------------------     ---------------
Cash and cash equivalents at end of year                               $       8,539          $      3,100           $      1,608
                                                                       ==================     ==================     ===============
Supplemental disclosure of cash flow information:

  Cash paid for interest                                               $         273          $        203           $        316
                                                                       ==================     ==================     ===============
  Cash paid for income taxes                                           $          11         $         32          $          152
                                                                       ==================     ==================     ===============

</TABLE>

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


<PAGE>


                      EMERSON RADIO CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000

Note 1 -- Significant Accounting Policies:

Basis of Presentation

The  consolidated  financial  statements  include the accounts of Emerson  Radio
Corp.  and its  majorityowned  subsidiaries  (the  "Company").  All  significant
intercompany  transactions  and balances  have been  eliminated.  The  Company's
investment in an affiliate and ownership in a joint venture are accounted for by
the equity method.

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.

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

Cash and Cash Equivalents

Shortterm  investments  with original  maturities of three months or less at the
time of purchase are  considered  to be cash  equivalents.  The carrying  amount
reported in the balance sheet for cash and cash  equivalents  approximates  fair
value.

Fair Values of Financial Instruments

The estimated fair values of financial  instruments  have been determined by the
Company using available market  information,  including  current interest rates,
and the following valuation methodologies:

Cash and cash  equivalents  and  accounts  receivable  -- the  carrying  amounts
reported in the balance sheet for cash and cash  equivalents  approximate  their
fair values because of the short maturity of these instruments.

The fair value of other receivables is estimated on the basis of discounted cash
flow analyses, using appropriate interest rates for similar instruments.

Notes payable and long-term  debt -- the fair value is estimated on the basis of
rates available to the Company for debt of similar maturities.

<PAGE>

Inventories

     Inventories  are  stated  at the lower of cost  (first  in,  first  out) or
market.

Investments

     The Company determines the appropriate classifications of securities at the
time of  purchase.  The  investments  held by the  Company at March 31, 2000 and
April 2, 1999 were classified as "available-for-sale." 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 (See
Note 10 - Available-for-Sale Securities).

Concentrations of Credit Risk

     Certain   financial   instruments   potentially   subject  the  Company  to
concentrations of credit risk. Accounts receivable  represent sales to retailers
and  distributors  of  consumer  electronics  throughout  the United  States and
Canada.  The Company  periodically  performs credit evaluations of its customers
but generally does not require collateral.

Depreciation, Amortization and Valuation of Property and Intangibles

     Property  and  equipment,  stated  at cost,  are being  depreciated  by the
straightline  method over their estimated useful lives.  Leasehold  improvements
are amortized on a straightline basis over the shorter of the useful life of the
improvement or the term of the lease.

     Goodwill (resulting from the investment in an affiliate) and trademarks are
amortized using the straight-line method,  principally over 40 years. Management
periodically  evaluates  the  recoverability  of goodwill  and  trademarks.  The
carrying  value of goodwill  and  trademarks  would be reduced if it is probable
that management's  best estimate of future operating income before  amortization
of  goodwill  and  trademarks  will be less  than the  carrying  value  over the
remaining amortization period.

<PAGE>

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.

Recently Issued Accounting Pronouncements

     During the second  quarter of 1998 the  Financial  Standards  Board  (FASB)
issued  Statement of Financial  Accounting  Standards (SFAS) No. 133 "Accounting
for  Derivative  Instruments  and Hedging  Activities."  In June 1999,  the FASB
issued SFAS No. 137 which  deferred  the  effective  date of SFAS No. 133 by one
year.  SFAS No.  133 will be  effective  for the  Company  for  Fiscal  2001 and
establishes  accounting  and  reporting  standards for  derivative  instruments,
including  certain  derivative  instruments  embedded  in other  contracts,  and
hedging  activities.  The Company has not yet determined the effects, if any, of
implementing SFAS No. 133 on its reporting of financial information.


Change in Accounting Period

     The Company's financial reporting year ended on the Friday closest to March
31. Accordingly,  the current fiscal year ended on March 31, 2000.  Beginning in
Fiscal 2001,  the Company is changing its financial  reporting year to end March
31.

Note 2 -- Inventories:

     Inventories are comprised primarily of finished goods.


<PAGE>


Note 3 -- Investment in Unconsolidated Affiliate:

         The Company owns 2,386,000 (33% of the issued and  outstanding)  shares
of common stock of Sport Supply Group,  Inc. ("SSG") , of which 2,269,500 shares
were purchased in 1996, and the balance was purchased in Fiscal 2000, at a total
cost of $  16,569,000.  In addition,  the Company  owns  warrants to purchase an
additional  1 million  shares of SSG's  common  stock for $7.50 per share  ("SSG
Warrants") which the Company purchased in 1996 at an aggregate cost of $500,000.
If the Company  exercises  all of the SSG  Warrants,  it will  beneficially  own
approximately 41% of the SSG common shares. The warrants are scheduled to expire
in December 2001.  Effective  March 1997, the Company  entered into a Management
Services  Agreement  with SSG, under which SSG provides  various  managerial and
administrative services to the Company for a fee.

     The investment in and results of operations of SSG are accounted for by the
equity method.  The Company's  investment in SSG includes goodwill of $7,355,000
which is being  amortized on a straight  line basis over 40 years.  At March 31,
2000,  the aggregate  market value quoted on the New York Stock  Exchange of SSG
common shares  equivalent in number to those owned by Emerson was  approximately
$14  million.  Summarized  financial  information  derived  from the  annual and
quarterly financial reports as filed with the Securities and Exchange Commission
was as follows (in thousands):

                                          Unaudited
                                     -------------------    --------------------
                                       March 31, 2000           April 2, 1999
                                     -------------------    --------------------

Current assets                        $    50,488        $            44,322
Property, plant and equipment
   and other assets                        30,158                     30,252
Current liabilities                        38,450                     14,965
Long-term debt                                252                     19,045
Stockholders' Equity                       41,945                     40,563

                                         Unaudited
                                   ----------------------
                                      For the 12 Months        For the 12 Months
                                          Ended                    Ended
                                       March 31, 2000           April 2, 1999
                                   ----------------------    -------------------

Net sales                            $    110,552         $          100,953
Gross profit                               39,598                     39,090
Net income                                  2,083                      5,454

<PAGE>

Note 4 - Property and Equipment

As of March 31, 2000 and April 2, 1999,  property and  equipment is comprised of
the following:

                                                       2000             1999
                                                   ------------    -------------
                                                           (In thousands)

Furniture and fixtures. . . . . . . . . . . . .    $   3,555        $  3,228
Machinery and equipment . . . . . . . . . . . .          614             493
Leasehold improvements. . . . . . . . . . . . .          267             267
                                                   ------------   --------------
                                                       4,436           3,988
Less accumulated depreciation and amortization         3,402           2,777
                                                   ------------   --------------
                                                   $   1,034        $  1,211
                                                   ============   ==============

     Depreciation  and  amortization  of  property  and  equipment  amounted  to
$638,700,  $583,000,  and $776,000 for the years ended March 31, 2000,  April 2,
1999, and April 3, 1998, respectively.

Note 5 -- Credit Facility:

     On March 31,  1998,  the Company  amended its  existing  Loan and  Security
Agreement (the "Loan and Security  Agreement"),  which includes a senior secured
credit facility with a U.S. financial institution. The amendment to the facility
reduced  the  facility to $10  million  from $35  million  and  amended  certain
financial  covenants as defined below. The facility provides for revolving loans
and letters of credit,  subject to individual  maximums which, in the aggregate,
cannot  exceed the lesser of $10 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 substantially all of
the Company's U.S. and Canadian assets except for trademarks,  which are subject
to a negative  pledge  covenant,  and a portion of its minority  interest of its
investment in an unconsolidated  affiliate. At March 31, 2000 and April 2, 1999,
the weighted average  interest rate on the outstanding  borrowings was 9.36% for
both  years,  which is the prime rate of  interest  plus  1.25%.  Interest  paid
totaled  $273,000,  $203,000,  and  $316,000 for the years ended March 31, 2000,
April  2,  1999,  and  April 3,  1998,  respectively.  Pursuant  to the Loan and
Security Agreement,  the Company is restricted from, among other things,  paying
cash dividends  (other than on the Series A Preferred  Stock),  redeeming stock,
and entering into certain transactions without the lender's prior consent and is
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.  At March 31, 2000 and April 2,
1999, there were $2,914,000 and $2,216,000, respectively, outstanding borrowings
under the facility,  and no  outstanding  letters of credit issued for inventory
purchases.

<PAGE>

Note 6 -- Long-Term Debt:

     As of March 31, 2000 and April 2, 1999, long-term debt consisted of the
following:

                                                     2000               1999
                                                -------------     --------------
                                                       (In thousands)
8-1/2% Senior Subordinated Convertible
Debentures Due 2002 . . . . . . . . . . .          $ 20,750            $ 20,750
Equipment notes and other . . . . . . . .                97                  50
                                                -------------     --------------
                                                     20,847              20,800
Less current obligations . . . . . . . .                 97                  50
                                                -------------     --------------
            Long-term debt                         $ 20,750            $ 20,750
                                                =============     ==============

The Senior  Subordinated  Convertible  Debentures Due 2002  ("Debentures")  were
issued in August 1995.  The  Debentures  bear interest at the rate of 8 1/2% per
annum,  payable  quarterly,  and mature on August 15, 2002.  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
103% 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  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, although the Company
has registered  the offer and sale of the  Debentures and the underlying  common
stock.

Note 7 - Income Taxes:

The income tax provision for the years ended March 31, 2000,  April 2, 1999, and
April 3, 1998 consisted of the following:

                                        2000              1999          1998
                                     ----------       ----------      ----------
                                                     (In thousands)
Current:
Federal                               $   47           $   --         $   13
Foreign, state and other                (624)             207            241
                                     ----------      -----------      ----------
                                      $ (577)          $  207         $  254
                                     ==========      ===========      ==========

<PAGE>


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
earnings (loss) before income taxes for the years ended March 31, 2000, April 2,
1999, and April 3, 1998 are analyzed below:

<TABLE>
<CAPTION>

                                                   2000               1999              1998
                                              ---------------    ---------------    ---------------
                                                           (In thousands)
<S>                                           <C>                <C>                 <C>
  Statutory provision (benefit)               $   1,035          $      169          $    (400)
  Federal valuation allowance                    (1,076)               (177)               454
  Foreign income taxes                             (642)                207                223
  Other, net                                        106                   8                (23)

                                              ---------------    ---------------    ---------------
  Total income tax (benefit) provision        $    (577)         $      207          $     254
                                              ===============    ===============    ===============

</TABLE>

A wholly owned  subsidiary  of the Company,  Emerson  Radio (Hong Kong) Ltd. was
assessed $858,000 by the Hong Kong Inland Revenue  Department (the "IRD") in May
1998.  The  assessment  related to the Fiscal  1993 to Fiscal 1998 tax years and
asserted that certain  revenues  reported as  non-taxable by Emerson Radio (Hong
Kong) Ltd.  were subject to a profits tax. In Fiscal 1999,  the Company  accrued
$256,000  equaling its compromise  offer, and in June 1999, the IRD accepted the
offer  in  which  the  Company  and  the IRD  settled,  without  prejudice,  the
assessment for the amount accrued.

Emerson Radio (Hong Kong) Ltd. was also in litigation with the IRD regarding the
deductibility of certain expenses that related to Fiscal 1992 to Fiscal 1999. In
December 1999, the Company  received a favorable ruling from the Hong Kong Court
of Final  Appeals  regarding  this matter and a tax credit of $619,000  has been
recorded in the Company's financial results for Fiscal 2000.

As of March 31,  2000 and  April 2,  1999,  the  significant  components  of the
Company's deferred tax assets and liabilities are as follows:

                                                       2000              1999
                                                 --------------      -----------
                                                            (In thousands)
  Deferred tax assets:
        Accounts receivable reserves            $    5,243           $   4,699
        Inventory reserves                             235               2,243
        Federal loss carryforwards                  13,753              16,207
        State loss carryforwards                     4,746               5,257
        Other                                          449               1,016
                                                --------------      ------------
        Total deferred tax assets                   24,426              29,422
        Valuation allowance for
           deferred tax assets                     (22,537)           ( 28,054)
                                                --------------      ------------
         Net deferred tax assets                     1,889               1,368
  Deferred tax liabilities                          (1,889)             (1,368)
                                                --------------      ------------
   Net deferred taxes                           $      --           $     --
                                                ==============      ============

<PAGE>

Total  deferred tax assets of the Company at March 31, 2000,  and April 2, 1999,
include  the  tax effected  net operating loss  carryforwards  subject to annual
limitations  (as  discussed  below),   and  tax effected  deductible   temporary
differences.  The  Company  has  established  a  valuation  reserve  against any
expected future benefits.

Cash paid for income  taxes was  $11,400,  $32,000,  and  $152,000 for the years
ended March 31, 2000, April 2, 1999, and April 3, 1998, respectively.

Income of foreign  subsidiaries  before taxes was  $1,578,000,  $1,492,000,  and
$3,065,000 for the years ended March 31, 2000, April 2, 1999, and April 3, 1998,
respectively.  It is the policy of the Company to  permanently  reinvest all the
earnings of its foreign subsidiaries.

As of March 31, 2000, the Company has a federal net operating loss carry forward
of approximately $130,813,000, of which $29,160,000,  $13,385,000,  $50,193,000,
$18,201,000,  $18,954,000 and $920,000 will expire in 2006,  2007,  2009,  2011,
2012 and 2019,  respectively.  The utilization of these net operating losses are
limited  based on Sections 382 and 383,  respectively,  of the Internal  Revenue
Code.  The Company's  annual  limitation is  approximately  $2.2 million for net
operating losses which expire in 2006, 2007 and 2009.

Note 8 -- Commitments and Contingencies:

Leases:

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

                            Fiscal Years                     Amount
                            ------------                     ------
                                2001                        $  890
                                2002                           803
                                2003                           803
                                2004                           268
                                2005                           --

Rent expense,  net of rental  income,  aggregated  $1,326,000,  $1,304,000,  and
$1,570,000 for Fiscal 2000, 1999, and 1998, respectively. Rental income from the
sublease of warehouse and office space aggregated $238,000 in Fiscal 1998.
<PAGE>


Letters of Credit:

There  were no  letters  of  credit  outstanding  under  the Loan  and  Security
Agreement  (See Note 5) as of March 31, 2000,  or April 2, 1999.  The  Company's
Hong  Kong  subsidiary  also  currently   maintains  various  credit  facilities
aggregating  $23.5  million  with a bank in Hong Kong  subject to annual  review
consisting  of the  following:  (i) a $3.5  million  credit  facility  which  is
generally  used for letters of credit for  inventory  purchases,  and (ii) a $20
million  credit  facility 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  customer.  At March 31, 2000,  the Company's
Hong Kong  subsidiary had pledged $1 million in  certificates of deposit to this
bank to assure the  availability of the $3.5 million credit  facility.  At March
31, 2000, there were $3,442,000 and $24,566,000 of letters of credit outstanding
under these credit facilities, respectively.

Note 9 -- Shareholders' Equity:

In July 1994,  the  Company  adopted a Stock  Compensation  Program  ("Program")
intended to secure for the Company and its  stockholders  the  benefits  arising
from  ownership  of the  Company's  common  stock by those  selected  directors,
officers,  other key employees,  advisors and consultants of the Company who are
most  responsible  for the  Company's  success  and future  growth.  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:

<PAGE>
<TABLE>

                                                                 Number of              Price                Aggregate
                                                                  Shares              Per Share                Price
                                                         -------------------    ---------------------    -----------------

<S>                <C> <C>                                      <C>                 <C>     <C>            <C>
Outstanding--March 31, 1997                                     1,590,000           $1.00 - $2.88          $1,927,000
Granted                                                           207,000               $1.00                 207,000
Canceled                                                         (790,000)          $1.00 - $2.88          (1,067,000)
                                                         -------------------                              ---------------
Outstanding--April 3, 1998                                      1,007,000           $1.00 - $1.10           1,067,000
Granted                                                            23,000               $1.00                  23,000
                                                         -------------------                              ---------------
Outstanding - April 2, 1999                                     1,030,000           $1.00 - $1.10           1,090,000
Granted                                                           300,000               $1.00                 300,000
Canceled                                                          (18,000)              $1.00                 (18,000)
                                                         -------------------                              ----------------
Outstanding - March 31, 2000                                    1,312,000           $1.00 - $1.10          $1,372,000
                                                         ===================                             =================

</TABLE>

<PAGE>


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 at least  equal to 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,  2000 and
April 2, 1999,  approximately  993,000 and  964,000  options  were  exercisable,
respectively.

The  Company  has  elected  to follow  APB25  and  related  interpretations  for
stock-based compensation and accordingly has recognized no compensation expense.
Had  compensation  cost been determined  based upon the fair value at grant date
for awards consistent with the methodology  prescribed by Statement of Financial
Accounting Standards No. 123,  "Accounting for Stock-Based  Compensation" ("SFAS
123"), the Company's net income would have decreased  approximately  $19,000 and
$25,000 for the years ended March 31, 2000 and April 2, 1999, respectively,  and
the net loss would have increased approximately $21,000 for the year ended April
3, 1998.

The fair value of these  options,  and all other  options  and  warrants  of the
Company, was estimated at the date of grant using a Black-Scholes option pricing
model with the following  assumptions for the years ended March 31, 2000,  April
2, 1999, and April 3, 1998:  risk-free  interest rate of 5%, an expected life of
10 years and a dividend yield of zero. For the years ended March 31, 2000, April
2, 1999 and April 3, 1998, volatility was 57%, 15%, and 56%,  respectively.  The
effects  of  applying  SFAS 123 and the  results  obtained  are not likely to be
representative of the effects on future pro-forma income.

In October 1994, the Company'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
shares.  A summary of  transactions  under the plan for the three  years  ending
March 31, 2000 is as follows:

<PAGE>
<TABLE>
<CAPTION>

                                                                Number of               Price               Aggregate
                                                                 Shares               Per Share               Price
                                                             -----------------     -----------------     -----------------

<S>             <C>                <C>                           <C>                     <C>              <C>
Outstanding--March 31, 1997,
       April 3, 1998, and April 2, 1999                          150,000                 $1.00            $  150,000
Canceled                                                         (50,000)                $1.00               (50,000)
                                                             -----------------                           -----------------
Outstanding - March 31, 2000                                     100,000                 $1.00            $  100,000
                                                             =================                           =================
</TABLE>


The provisions  for exercise  price,  term and vesting  schedule are the same as
noted above for the Stock Compensation Program.

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  $3,309,000.  The
Preferred  Stock is  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.  The preferred stock bears
dividends,  on a  cumulative  basis  currently at 2.8% and declines by 1.4% each
June 30th until no dividends are payable.

During the year ended March 31, 2000,  the Company  repurchased 37 shares of its
Series A Preferred Stock.  There were no conversions of the Company's  Preferred
Stock into Common Stock for the year ended March 31, 2000.

         The Preferred Stock is non-voting.  However, the terms of the Preferred
Stock  provide that holders shall have the right to appoint two directors to the
Company's Board of Directors if the Preferred Stock dividends are in default for
six consecutive  quarters.  At March 31, 2000, the Company is in compliance with
these default provisions and currently owes dividends in arears of $925,000.

The Company issued warrants on March 31, 1994 for the purchase of  approximately
750,000  shares of Common  Stock  which are  exercisable  at $1.30 per share and
expire on March 31, 2001.

The Company  issued  warrants  in August 1995 for the purchase of 500,000 shares
of common stock that are exercisable through August 2000 at an exercise price of
$3.9875  per share,  subject  to  adjustment  under  certain  circumstances.  In
December 1995, the Company issued warrants for the purchase of 250,000 shares of
Common  Stock at an  exercise  price of $4.00 per  share.  The  warrants  may be
exercised until December 8, 2000, when such warrants shall expire.

In November  1995,  the Company filed a shelf  registration  statement  covering
5,000,000 shares of common stock owned by Fidenas International  Limited, LLC to
finance a settlement of the  litigation  regarding  certain  outstanding  common
stock.  The shares  covered  by the shelf  registration  are  subject to certain
contractual restrictions and may be offered for sale or sold only by means of an
effective prospectus following registration under the Securities Act of 1933, as
amended.

<PAGE>

In May 1998,  the Company  modified its  existing  stock  repurchase  program to
permit the repurchase of up to $2 million of common  shares,  from time to time,
in the open market.  Pursuant to this plan,  the Company  repurchased  3,503,400
shares in Fiscal 1999 for $ 1,907,000,  completing the repurchase  program.  The
Board authorized a second repurchase program in January 2000 for an additional 5
million shares.  In fiscal 2000, the Company  repurchased  1,350,600  shares for
$1,121,000  pursuant to this program.  The shares repurchased during Fiscal 2000
and Fiscal 1999 were funded by working capital.

Of the 46,477,615  common shares  outstanding  at March 31, 2000,  approximately
29.2 million  shares were held directly or indirectly by affiliated  entities of
Geoffrey P.  Jurick,  Chairman,  Chief  Executive  Officer and  President of the
Company.  The  Company  agreed with Mr.  Jurick  that such  shares  would not be
subject to the repurchase plans.  Subsequent thereto, Mr. Jurick's shareholdings
were reduced and so were the total number of  outstanding  common  shares.  (See
Item 8 - "Financial  Statements and Supplementary Data - Note 13 of Notes to the
Consolidated Financial Statements".)

Note 10 -- Available-For-Sale Securities:

Available-for-sale  securities  are stated at fair  value,  with the  unrealized
gains and losses  reported  in a separate  component  of  shareholders'  equity.
Realized  gains  and  losses,   and  declines  in  market  value  judged  to  be
other-than-temporary,  are  included in earnings.  During the fourth  quarter of
Fiscal  1999,  the  Company  recorded  a loss  of  $1,298,000  in  earnings  for
securities whose decline in value was deemed to be other-than-temporary.  During
Fiscal 2000,  the Company  recorded a realized loss of $149,000 from the sale of
securities for less than their carrying value.

The following is a summary of available-for-sale  equity securities at March 31,
2000 and April 2, 1999 (in thousands):

<TABLE>
<CAPTION>

                                                           Gross                  Gross               Estimated
                                       Cost                Gains                 Losses               Fair Value

<S>    <C> <C>                   <C>                     <C>                    <C>                    <C>
 March 31, 2000                  $      37               $   --                 $   --                 $    37
 April 2, 1999                       2,036                   --                    1,298                   738
</TABLE>


<PAGE>

Note 11 -- Net Earnings (Loss) per Share:

The following  table sets forth the  computation  of basic and diluted  earnings
(loss) per share for the years ended March 31, 2000, April 2, 1999, and April 3,
1998:
<TABLE>
<CAPTION>

                                                  (In thousands, except per share amount)

                                                                     2000              1999              1998
                                                              ---------------       ----------        ---------
Numerator:

<S>                                                           <C>                 <C>                 <C>
Net income (loss)                                             $     3,620         $     289           $ (1,430)
Less:  preferred stock dividends, and repurchase
    costs                                                             103               578                400
                                                              ==============        ==========      ===========

Numerator for basic earnings
    (loss)  per share - income available
to  common stockholders                                             3,517              (289)            (1,830)
Add back to effect assumed conversions:
    Preferred Stock dividends                                         103               --                 --
                                                              --------------       ------------     ------------
Numerator for diluted earnings
    (loss)  per share                                         $     3,620            $ (289)          $ (1,830)
                                                              ===============       ===========     ============

Denominator:

Denominator for basic earnings per share -
weighted average shares                                             47,632           49,398             45,167
Effect of dilutive securities:
   Preferred  shares                                                 5,876              --                --
                                                              ---------------      -------------    --------------
Denominator for diluted earnings  per share -
weighted average shares and assumed         conversions
                                                                    53,508           49,398             45,167
                                                              ===============       ============     =============
Basic income (loss) per share                                 $        .07        $    (.01)         $    (.04)
                                                              ===============
                                                                                    ============     =============
Diluted income (loss) per share                               $        .07        $    (.01)         $    (.04)
                                                              ===============       ============     =============

</TABLE>

Options and warrants to purchase 2,899,000,  2,667,000,  and 2,644,000 shares of
common  stock were not  included in  computing  diluted  earnings  per share for
Fiscal  2000,  1999,  and  1998,  respectively,  because  the  effect  would  be
antidilutive.

Preferred Stock convertible into 8,680,000 and 21,864,000 shares of Common Stock
were not  included in computing  diluted  earnings per share for Fiscal 1999 and
1998, respectively, because the effect would be antidilutive.
<PAGE>

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 2000, 1999,and 1998, because the effect would be antidilutive.

Note 12 -- License Agreements:

The Company has several license  agreements in place that allow licensees to use
the "[OBJECT OMITTED]" trademark for the manufacture and/or the sale of consumer
electronics and other products.  The license  agreements cover various countries
throughout the world and are subject to renewal at the initial expiration of the
agreements.  Additionally,  the Company has entered  into  several  sourcing and
inspection  agreements  that  require the Company to provide  these  services in
exchange for a fee. License  revenues  recognized in Fiscal 2000, 1999, and 1998
were $3,143,000, $3,633,000, and $5,597,000,  respectively, including $4,000,000
in Fiscal 1998 from a major supplier whose licensing agreement expired March 31,
1998.  The  Company  records  licensing  revenues as earned over the term of the
related agreements.

In April 1997, in anticipation  of the expiration of the major supplier  license
agreement,  Emerson executed a marketing agreement ("Marketing  Agreement") with
Daewoo Electronics Co. Ltd.  ("Daewoo").  This Marketing Agreement provided that
Daewoo  manufacture  and distribute  television  and video products  bearing the
"[OBJECT  OMITTED]"  trademark  to  customers  in the U.S.  market.  The Company
arranged  sales  and  provided  marketing  services,  and in return  received  a
commission for such services.  Daewoo was  responsible for and assumed all risks
associated with, order processing, shipping, credit and collections,  inventory,
returns and  after-sale  service.  The  commissions  earned by the Company  were
entirely  dependent  upon the  volume of sales  made that  were  subject  to the
Marketing Agreement. Effective October 29, 1999, Emerson and Daewoo entered into
a  three  year  License  Agreement  ("License  Agreement")  which  replaced  the
Marketing Agreement.  The License Agreement includes, among other items, minimum
production  quotas and subject to certain  conditions,  minimum  annual  royalty
payments  each  year,  which in Fiscal  2001  amounts to  $4,500,000.  All other
material aspects of the License  Agreement remain  substantially  similar to the
terms set forth in the superceded Marketing Agreement.

In addition,  the Company has several other  licensing  agreements in place with
licensees primarily in the United States, Canada, Latin America, Mexico, Eastern
Asia and parts of Europe.

Throughout many parts of the world, the Company maintains distributorship and/or
sales  support and  assistance  agreements  that allow the  distribution  of the
Company's products into defined geographic areas. Currently the Company has such
agreements covering the Sub-Asian Continent, North Africa, Canada and the Middle
East.
<PAGE>


     Note 13 -- Legal Proceedings:

In the  last few  months,  the  Company  settled  substantially  all of its
outstanding litigation.

Certain Outstanding Common Stock

     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 1996, Mr Jurick  entered into a settlement  agreement  (the  "Settlement
Agreement")  pursuant  to  which  he  agreed  to pay to an  individual  and  two
institutions  the  sum of  $49.5  million  from  the  proceeds  of the  sale  of
approximately  29.2  million  shares of Common Stock of the Company (the "Common
Stock")  beneficially  owned by him. None of the shares of Common Stock was sold
and, in March 2000, at the request of Mr.  Jurick's three  creditors,  the Court
terminated the Settlement  Agreement.  To implement such termination,  the Court
divided the 29.2 million  shares of Common Stock among Mr.  Jurick and his three
creditors in a manner  insuring that Mr. Jurick would retain at least 25% of the
outstanding  shares  of  Common  Stock  as  required  by the  Company's  lending
agreements and approved the Agreement.  Mr. Jurick  received 9.9 million shares,
the two institutions  received 11.1 million shares, and the individual  received
8.2 million shares.

     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.  The purchase  price was paid by the Company using cash  generated from
operations.  As a result of the purchase by the Company,  the outstanding shares
of Common  Stock of the  Company  were  reduced to  approximately  39.4  million
shares. In addition, under the terms of the Agreement, the Company was granted a
one year 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").  The option term may be extended by the Company
for one additional year upon making a non-refundable  payment of $550,000 to the
two  institutions  and for a second  additional  year upon  making a payment  of
$2,550,000, of which $1.9 million will be credited  against the Option  Purchase
Price.

     In the  event  that  the  Company  or its  assignees  do not  purchase  the
approximately  4.1 million  shares of Common  Stock owned by such  institutions,
these   institutions   will  continue  to  have  claims   against  Mr.   Jurick.
Implementation of the termination of the Settlement  Agreement with Mr. Jurick's
remaining creditor (by settlement or court order) has not been finalized.

<PAGE>

Other Litigation

         The Company has also  entered  into  definitive  agreements  to resolve
other  outstanding  litigation.  The Company  reached  agreements  with  Cineral
Electronica de Amazonia  Ltda., a former Latin American  distributor,  which had
brought  suit for  approximately  $93.6  million  in  damages;  Tanashin  Denkin
Company,  which had  brought  suit for patent  infringements  seeking  potential
damages of  approximately  $12.0  million;  and two former  officers  who sought
damages for alleged  wrongful  termination.  Also,  the Company  received a jury
ruling in its suit against a former supplier and won a favorable ruling from the
Hong Kong Court of Final  Appeals  regarding  its prior year tax filings in Hong
Kong for its foreign subsidiary.

         Costs of approximately  $2.8 in excess of existing reserves  associated
with  the  resolution  of all  of  the  above  mentioned  litigation,  including
settlement  payments and legal fees, were expenses in the Company's  fiscal year
ended March 31, 2000.

         The  Company  is  involved  in other  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.

Note 14 -- Business Segment Information and Major Customers:

     The consumer  electronics  business is the Company's only business segment.
Operations in this business  segment are summarized below by geographic area (in
thousands):
<TABLE>
<CAPTION>

     Year Ended March 31, 2000

                                                                    U.S.         Foreign       Consolidated

<S>                                                            <C>            <C>          <C>
Sales to unaffiliated customers                                $  199,065     $    5,891   $       204,956
                                                                  =======        =======      ============
Income (loss) before income
   taxes                                                       $    3,075     $      (32)  $         3,043

Identifiable assets                                            $   55,265     $    2,731   $        57,996
                                                                  ========       ========     =============

     Year Ended April 2, 1999

                                                                    U.S.         Foreign       Consolidated

Sales to unaffiliated customers                                $  154,282    $    4,448       $  158,730
                                                                ==========    =========        =========
Income before income taxes                                     $      472    $       24       $      496
                                                                ==========    =========        =========

Identifiable assets                                            $   50,974    $     3,421      $   54,395
                                                                ==========    ==========       =========

     Year Ended April 3, 1998

                                                                    U.S.         Foreign       Consolidated

Sales to unaffiliated customers                                $  159,108      $   3,622    $    162,730
                                                                ==========       ==========   =============
Loss before income taxes                                       $   (1,163)     $     (13)   $     (1,176)
                                                               ===========      ==========   =============
Identifiable assets                                            $   53,885      $     912    $     54,767
                                                               ===========       ==========    ============
</TABLE>

     Identifiable  assets are those assets used in operations in each geographic
area. In addition to operating  assets,  at March 31, 2000,  April 2, 1999,  and
April 3, 1998,  there were  non-operating  assets of $8,297,000,  $8,348,000 and
$8,275,000, respectively, located in foreign countries.

     The Company's net sales to one customer  aggregated  approximately 55%, 52%
and 53% of consolidated  net revenues for the years ended March 31, 2000,  April
2, 1999, and April 3, 1998, respectively.  This customer approximated 30% of the
Company's  trade  accounts  receivable  at  March  31,  2000,  and has not  been
collateralized. The Company's net sales to another customer aggregated 21%, 24%,
and 15% for the years ended March 31,  2000,  April 2, 1999,  and April 3, 1998,
respectively.  Trade  accounts  receivable  from this customer were 27% of total
trade receivables at March 31, 2000.

<PAGE>

Note 15 - 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, 2000   and April 2, 1999,  with amounts in  thousands,  except for per share
data. Due to rounding, quarterly amounts may not fully sum to yearly amounts.
<TABLE>
<CAPTION>


     Consolidated Statement                 Fiscal 2000                                      Fiscal 1999
     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                   $43,447    $55,531    $61,319     $44,659    $59,126    $46,762    $31,588    $21,254

Operating income                   539      1,682      2,152         961      1,074        993      1,122         89

Net income (loss)                  415        855      1,127       1,223        764        583        310     (1,368)

Net income (loss) per
  common share - basic          $ 0.01     $ 0.02     $ 0.02      $ 0.03     $ 0.01     $ 0.00     $ 0.01   $  (0.03)

Net income (loss) per
  common share - diluted        $ 0.01     $ 0.02     $ 0.02      $ 0.02     $ 0.01     $ 0.00     $ 0.01   $  (0.03)


Weighted average shares
   outstanding - basic          47,828     47,828     47,828      47,056     51,220     50,037     48,601     47,844

Weighted average shares
   outstanding - diluted        55,197     55,916     55,609      52,932     64,253     50,037     59,010     47,844

</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 the
Company's  definitive  Proxy Statement to be filed with the Securities  Exchange
Commission on or before July 29, 2000.

Item 11. EXECUTIVE COMPENSATION

     The  information  required  is  incorporated  herein  by  reference  to the
Company's  definitive  Proxy Statement to be filed with the Securities  Exchange
Commission on or before July 29, 2000.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  information  required  is  incorporated  herein  by  reference  to the
Company's  definitive  Proxy Statement to be filed with the Securities  Exchange
Commission on or before July 29, 2000.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  information  required  is  incorporated  herein  by  reference  to the
Company's  definitive  Proxy Statement to be filed with the Securities  Exchange
Commission on or before July 29, 2000.

PART IV

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

(a)      Financial Statements and Schedules:
                                                                                    Page No.

<S>    <C>                                                                             <C>
       (1)   Consolidated Statements of Operations for the years ended
             March 31, 2000, April 2, 1999, and April 3, 1998                           21
             Consolidated Balance Sheets as of March 31, 2000 and April 2,1999          22
             Consolidated Statements of Changes in Shareholders' Equity
             for the years ended March 31, 2000, April 2, 1999, and April 3,1998        23
             Consolidated Statements of Cash Flows for the years ended                  24
             March 31, 2000, April 2, 1999 and April 3, 1998
             Schedule VIII--Valuation and Qualifying Accounts and Reserves             49

     (2)      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>

     (3)      See (c) below.

(b)    Reports  on Form 8-K - Current  report on Form 8-K,  dated May 25,  2000,
       reporting  the   settlement  of   substantially   all  of  the  Company's
       outstanding litigation.

(c)    Exhibits

Exhibit Number

       (3)(a) 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)(b) 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)(c) 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)(d) 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)(e) 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).

       (4)(a) Warrant  Agreement  to Purchase  750,000  shares of Common  Stock,
              dated as of March 31, 1994  (incorporated  by reference to Exhibit
              (4)(a)  of  Emerson's   Registration   Statement   on    Form S-1,
              Registration No. 33-53621, declared effective by the SEC on August
              9, 1994).

      (4)(b)  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).

      (4)(c)  Common Stock Purchase Warrant Agreement to purchase 200,000 shares
              of Common  Stock,  dated as of  December 8, 1995  between  Emerson
              and Kenneth A. Orr  (incorporated  by  reference  to  Exhibit (10)
              (f) of Emerson's  Quarterly  Report  on  Form 10-Q for the quarter
              ended December 31, 1995).

     (10)(a)  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)(b)  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)(c) 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)(d) 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)(e) 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)(f) 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)(g) 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)(h) 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)(i) 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)(j) 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)(k) 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)(l) Form  of  Warrant   Agreement   by  and   between  SSG  and Emerson
             (incorporated   by   reference  to  Exhibit  (4)(a)  of   Emerson's
             Current Report on Form 8-K dated November 27, 1996).

     (10)(m) 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).
<PAGE>

     (10)(n) 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).

     (10)(o) 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)(p) 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)(q) 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)(r) 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)(s) 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)(t) 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)(u) Purchasing Agreement,  dated June 30, 1998, between  AFG-Elektronik
             GmbH  and  Emerson  Radio   International  Ltd.  (incorporated  by
             reference to Exhibit (10)(c) of Emerson's Quarterly Report on  Form
             10-Q for the quarter ended October 2, 1998).

     (10)(v) 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)(w) 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)(x) 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)(y) License  Agreement  dated as of October  29,  1999 by  and  between
             Daewoo Electronics Co. Ltd and Emerson (incorporated  by  reference
             to  Exhibit (10)(b)  of Emerson's Quarterly Report on Form 10-Q for
             the quarter ended October 1, 1999).

<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, 2000.*

     (23) Consent of Independent Auditors.*

     (27) Financial Data Schedule for the fiscal year ended March 31, 2000.*

-------------------
* 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:  June 28, 2000

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,                           June 28, 2000
Geoffrey P. Jurick                             Chief Executive Officer and
                                               President

/s/ John P. Walker                             Executive Vice President,                       June 28, 2000
John P. Walker                                 Chief Financial Officer


/s/ Robert H. Brown, Jr.                       Director                                        June 28, 2000
Robert H. Brown, Jr.


/s/ Peter G. Bunger                            Director                                        June 28, 2000
Peter G. B(nger


/s/ Jerome H. Farnum                           Director                                        June 28, 2000
Jerome H. Farnum


/s/ Stephen H. Goodman                         Director                                        June 28, 2000
Stephen H. Goodman
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                      EMERSON RADIO CORP. AND SUBSIDIARIES
                                  SCHEDULE VIII

                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                                 (In thousands)

                         Column A                               Column B         Column C         Column D         Column E
------------------------------------------------------------
                                                                 Balance at      Charged to                        Balance
                                                                beginning        costs and                         at end of
                        Description                              of year         expenses         Deductions        year (C)
------------------------------------------------------------

Allowance for doubtful accounts/chargebacks:
     Year ended:
<S>              <C> <C>                                          <C>         <C>              <C>               <C>
           March 31, 2000                                         $ 2,686     $      (100)     $    139(A)       $    2,447
           April 2, 1999                                            3,015            (152)          177               2,686
           April 3, 1998                                            2,686             666           337               3,015

Inventory reserves:
     Year ended:
           March 31, 2000                                        $    385     $       708      $    514(B)       $      579
           April 2, 1999                                              697           1,068         1,380                 385
           April 3, 1998                                            2,161           1,507         2,971                 697
</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.