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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year ended
    March 31, 2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    001-07731
 EMERSON RADIO CORP.
 (Exact name of registrant as
    specified in its charter)
  Delaware

22-3285224(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification Number)85 Oxford Drive, Moonachie, NJ(Address of principal
    executive offices)

07074(Zip Code)   Registrants telephone number, including area code:
 (973) 428-2000
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $.01 per share

NYSE Amex   Securities registered pursuant to Section 12(g) of the
    Act: None.
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
    Large accelerated filer
    o

Accelerated filer
    o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company þ   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE:
  Part of theDocument

Form 10-KProxy Statement for 2010 Annual Meeting of Stockholders,
    or an amendment to this Annual Report on
    Form 10-K


Part III




---



##### 





PART I
  Form 10-K
  Item 1.
    BUSINESS  The
    Company  Overview
          Supervision
    and Regulation
  1-800-SEC-0330 www.sec.gov
  Form 10-K, Form 10-Q, Form 8-K, www.emersonradio.com
  General
  ® ®
  
    microwave ovens and other houseware products;
    audio products and clock radios;
    video products  televisions, digital video disc
    players (DVD) and video accessories; and
    telephones, certain computer accessories, other consumer
    electronic products and mobile electronics.     2




---



##### 




    recognition of the 
    (EMERSON LOGO)  brand;
    the Companys distribution base and established customer
    relations;
    the Companys sourcing expertise and established vendor
    relations;
    an infrastructure with personnel experienced in servicing and
    providing logistical support to the domestic mass merchant
    distribution channel; and
    the Companys extensive experience in establishing license
    and distribution agreements on a global basis for a variety of
    products.      Products
    Houseware Products

Audio Products

OtherMicrowave ovens

Digital clock radios

TelevisionsCompact refrigerators

Portable stereo systems

DVD playersToaster ovens

iPod compatible devices

TelephonesWine Coolers

Nostalgia/retro products

Mobile electronicsCoffee makers

Shelf stereo systems   Sales
    and Distribution
    and/or
 3




---



##### 



Domestic
    Marketing
        Foreign
    Marketing
    Licensing
    and Related Activities
  and/or
  Design
    and Manufacturing
     4




---



##### 



Fiscal YearSupplier

2010

2009Midea


73
%


38
%Galanz


0
%


28
%     Warranties
    Returned
    Products
    
    retailer return policies with their customers;
    damage to goods in transit and cosmetic imperfections; and
    mechanical failures.    Backlog
    Trademarks
    
     (EMERSON LOGO) 
    Emerson
    Research®
    H.H.
    Scott®
    iDEA®
    IDIVA® 5




---



##### 




    Ölevia®
    Scott®
    SmartSet®  
  Competition
  low-to-medium-priced and/or
  
    brand recognition;
    reliability;
    quality;
    price;
    design;
    consumer acceptance of the Companys products; and
    quality service and support to retailers and their customers.    Working
    Capital
    Government
    Regulation
   6




---



##### 



Product
    Liability and Insurance
      Employees
    Item 1A.
    Risk
    Factors    Business
    Related Risks
  The
    loss or significant reduction in business of any of the
    Companys key customers, including Wal-Mart and Target,
    could materially and adversely affect the Companys
    revenues and earnings.
    The
    Company depends on a limited number of suppliers for its
    products. The inability to secure products could reduce the
    Companys revenues and adversely affect its relationship
    with its customers.
    
    lack of availability of materials and interruptions in delivery
    of components and raw materials from suppliers;
    manufacturing delays caused by such lack of availability or
    interruptions in delivery;
    fluctuations in the quality and the price of components and raw
    materials, in particular due to the petroleum price impact on
    such materials; and
    risk related to foreign operations. 7




---



##### 



If the
    Companys contract manufacturers are unable to deliver
    products in the required amounts and in a timely fashion, the
    Company could experience delays or reductions in shipments to
    its customers, which could materially and adversely affect the
    Companys revenues and relationships with its customers.
    Unanticipated disruptions in the Companys operations,
    slowdowns or shutdowns by its suppliers, manufacturers and
    shipping companies could adversely affect the Companys
    ability to deliver its products and services to its customers
    which could materially and adversely affect the Companys
    revenues and relationships with its customers.
        The
    failure by the Company to maintain its relationships with its
    licensees, licensors and distributors or the failure to obtain
    new licensees, licensors or distribution relationships could
    materially and adversely affect the Companys revenues and
    earnings.
   8




---



##### 



The
    majority ownership of the Companys common stock by
    subsidiaries of The Grande Holdings Limited, a Bermuda
    Corporation, which is listed and is based in Hong Kong,
    substantially reduces the influence of other stockholders, and
    the interests of The Grande Holdings Limited may conflict with
    the interests of the Companys other
    stockholders.
    A
    number of the Companys directors and senior executive
    officers also are managing directors or senior officers of
    Grande and have loyalties and fiduciary obligations to both
    Grande and the Company.
      The
    Companys business could be materially and adversely
    affected if it cannot protect its intellectual property rights
    or if it infringes on the intellectual property rights of
    others.
  ® ®
   9




---



##### 



The
    Companys revenues and earnings could be materially and
    adversely affected if it cannot anticipate market trends or
    enhance existing products or achieve market acceptance of new
    products.
    The
    continuing global economic situation may adversely affect the
    Companys access to financing or may increase the cost of
    financing the Companys operations.
    A decline in the value of the auction
    rate securities included in the Companys investments could
    materially adversely affect its earnings and continue to
    adversely affect its liquidity.
   10




---



##### 



The
    Companys existing credit facility, which represents its
    sole source of external funding, will expire in December 2010.
    If the Company is unable to maintain access to external funding,
    it may be unable fund future growth.
    Foreign
    regulations and changes in the political, social and economic
    conditions in the foreign countries in which the Company
    operates its business could affect the Companys revenues
    and earnings materially and adversely.
    
    currency fluctuations which could cause an increase in the price
    of the components and raw materials used in the Companys
    products and a decrease in its profits;
    Chinese labor laws;
    labor shortages in manufacturing facilities located in China;
    the elimination or reduction of value-added tax refunds to
    Chinese factories that manufacture products for export;
    the rise of inflation and substantial economic growth in China;
    more stringent export restrictions in the countries in which the
    Company operates which could adversely affect its ability to
    deliver its products to its customers;
    tariffs and other trade barriers which could make it more
    expensive for the Company to obtain and deliver its products to
    its customers;
    political instability and economic downturns in these countries
    which could adversely affect the Companys ability to
    obtain its products from its manufacturers or deliver its
    products to its customers in a timely fashion;
    new restrictions on the sale of electronic products containing
    certain hazardous substances.  and/or
   11




---



##### 



and/or
      The
    inability to use its tax net operating losses could result in a
    charge to earnings and could require the Company to pay higher
    taxes.
    The
    Company is subject to intense competition in the industry in
    which it operates, which could cause material reductions in the
    selling price of its products or losses of its market
    share.
  ®
   12




---



##### 



Changes
    in consumer spending and economic conditions may cause its
    quarterly operating results to fluctuate and cause its stock
    price to decline.
    
    changes in market and economic conditions;
    the discretionary nature of consumers demands and spending
    patterns;
    variations in the sales of the Companys products to its
    significant customers;
    variations in manufacturing and supplier relationships;
    if the Company is unable to correctly anticipate and provide for
    inventory requirements, it may not have sufficient inventory to
    deliver its products to its customers in a timely fashion or the
    Company may have excess inventory that it is unable to sell;
    new product developments or introductions;
    product reviews and other media coverage;
    competition, including competitive price pressures; and
    political instability, war, acts of terrorism or other disasters.  If the
    Companys third party sales representatives fail to
    adequately promote, market and sell the Companys products,
    the Companys revenues could significantly
    decrease.
    The
    Company could be exposed to product liability or other claims
    for which its product liability or other insurance may be
    inadequate.
    
    its insurance will provide adequate coverage against potential
    liabilities;
    adequate product liability insurance will continue to be
    available in the future; or
    its insurance can be maintained on acceptable terms.   13




---



##### 



A
    decline in the value of the auction rate securities included in
    the Companys investments could materially adversely affect
    its earnings and continue to materially adverse its
    liquidity.
        Any
    substantial indebtedness the Company incurs from time to time
    may adversely affect its ability to obtain additional funds and
    may increase its vulnerability to economic or business
    downturns.
    
    because the Company would need to dedicate a portion of its cash
    flows from operations to pay debt service costs, the Company
    would have fewer funds available for operations and other
    purposes;
    it may be more difficult and expensive to obtain additional
    funds through financings, if such funds are available at all;
    the Company would be more vulnerable to economic downturns and
    fluctuations in interest rates, less able to withstand
    competitive pressures and less flexible in reacting to changes
    in its industry and general economic conditions; and
    if the Company were to default under any of its existing credit
    facilities or if its creditors were to demand payment of a
    portion or all of its indebtedness, it may not have sufficient
    funds to make such payments.  The
    Company has pledged substantially all of its assets to secure
    its borrowings under its credit facilities and is subject to
    covenants that may restrict its ability to operate its
    business.
    
    acceleration of the payment of its outstanding indebtedness; 14




---



##### 




    its inability to borrow additional amounts under its existing
    financing arrangements; and
    its inability to secure financing on favorable terms or at all
    from alternative sources.    Market
    Related Risks
  Grandes
    controlling interest in the Companys common stock as well
    as its organizational documents and Delaware law make it
    difficult for the Company to be acquired without the consent and
    cooperation of Grande, the Companys board of directors and
    management.
    If the
    Companys common stock is de-listed from the NYSE Amex,
    shareholders liquidity in their shares may be adversely affected
    and shareholders may have difficulty selling their shares or
    attaining a satisfactory price.
  over-the-counter
  Forward-Looking
    Information
   15




---



##### 




    limited access to financing or increased cost of financing
    resulting from the global economic downturn;
    the decline in, and any further deterioration of, consumer
    spending for retail products, such as the Companys
    products;
    the Companys ability to resist price increases from its
    suppliers or pass through such increases to its customers;
    the loss of any of the Companys key customers or reduction
    in the purchase of the Companys products by any such
    customers;
    conflicts of interest that exist based on the Companys
    relationship with Grande;
    the Companys inability to improve and maintain effective
    internal controls or the failure by its personnel to comply with
    such internal controls;
    the Companys inability to maintain its relationships with
    its licensees and distributors or the failure to obtain new
    licensees or distribution relationships on favorable terms;
    the Companys inability to anticipate market trends,
    enhance existing products or achieve market acceptance of new
    products;
    the Companys dependence on a limited number of suppliers
    for its components and raw materials;
    the Companys dependence on third party manufacturers to
    manufacture and deliver its products;
    Changes in consumer spending and economic conditions;
    the failure of third party sales representatives to adequately
    promote, market and sell the Companys products;
    the Companys inability to protect its intellectual
    property;
    the effects of competition;
    changes in foreign laws and regulations and changes in the
    political and economic conditions in the foreign countries in
    which the Company operates;
    changes in accounting policies, rules and practices; and
    the other factors listed under Risk Factors in this
    Annual Report on
    Form 10-K
    and other filings with the SEC.   16




---



##### 



Item 2.
    PROPERTIES    ApproximateSquare



Lease Expires (IfFacility Purpose

Footage

Location

Leased Property)Corporate headquarters


23,000


Moonachie, NJ

OwnedNew York office*


3,032


New York, NY

July 2012China office


6,351


Zhongshan, China

June 2009**Hong Kong office


36,540


Hong Kong, China

December 2010Macao office


4,333


Macao, China

March 2011Warehouse


180,650


Mira Loma, CA

June 2011     *
    
    The Companys leased office space in New York City is
    currently not occupied by the Company and has been subleased to
    a third party.**
    
    The lease automatically renews on a
    month-by-month
    basis, unless a one month cancellation notice is given by either
    party.      Item 3.
    LEGAL
    PROCEEDINGS  In re: Emerson Radio Shareholder Derivative
    Litigation.
    Item 4.
    Removed
    and reserved  17




---



##### 



PART II
  Item 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER REPURCHASES OF EQUITY SECURITIES  (a)
    Market
    Information    Fiscal 2010


Fiscal 2009High


Low


High


LowFirst Quarter

$
.75


$
.46


$
1.39


$
1.02Second Quarter


1.64



.51



1.30



.30Third Quarter


2.75



1.24



.90



.43Fourth Quarter


4.78



2.06



.75



.41     (b)
    Holders    (c)
    Dividends    Item 6.
    SELECTED
    CONSOLIDATED FINANCIAL DATA   18




---



##### 



Item 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K.
  Special Note:
    Results
    of Operations:
      2010


2009Net revenues

$
206,960


$
200,596Cost of sales


175,463



182,346Other operating costs and expenses


3,134



5,762Selling, general and administrative


14,598



16,889Operating income (loss)


13,765



(4,401
)Interest (expense) income, net


(24
)


245Loss on impairment of securities






(117
)Income (loss) from continuing operations before income taxes


13,741



(4,273
)Provision (benefit) for income taxes


2,371



(90
)Net income (loss) from continuing operations

$
11,370


$
(4,183
)   Results
    of Continuing Operations  Fiscal 2010 compared with
    Fiscal 2009
  Net Revenues
  ® ® ® ® ® ®
   19




---



##### 



®
  
  ®
      Cost of Sales
  low-to-medium
  Other Operating Costs and Expenses
  Selling, General and Administrative Expenses
    (S,G&A)
  Interest (Expense) income, net year-over-year
 20




---



##### 



Loss on impairment of securities
  Provision (benefit) for Income Taxes
  Net income (loss) from continuing
    operations
  Liquidity
    and Capital Resources
  General
          Wachovia
      Short-term Liquidity.
 21




---



##### 



Off-Balance Sheet Arrangements.
  Other
    Events and Circumstances Pertaining to Liquidity.
  A
    decline in the value of the auction rate securities included in
    the Companys investments could materially adversely affect
    its earnings and continue to materially adversely affect its
    liquidity.
  Critical
    Accounting Policies
    Revenue Recognition.
  and/or
 22




---



##### 



Inventories. first-in,
  Trade Accounts Receivable.
  Income Taxes.
  Sales Return Reserves.
  Sales Allowance and Marketing Support
    Accruals.
     23




---



##### 



Recently-Issued
    Financial Accounting Pronouncements
  SFAS 115-2 SFAS 124-2, Other-than-temporary other-than-temporary other-than-temporary other-than-temporary other-than-temporary other-than-temporary other-than-temporary
  other-than-temporary
  other-than-temporary
  other-than-temporary other-than-temporary other-than-temporary other-than-temporary other-than-temporary,
  other-than-temporary
  115-2 (FSP 115-2)  Other-than-Temporary FSP 115-2,
   24




---



##### 



2009-13, 2009-14, 2009-13 00-21, ASC 605-25.
  2009-14, 97-2, 605-25, 2009-13.
  2010-06,
     25




---



##### 



2010-17,
                2010-17
  Item 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.   26




---



##### 



Item 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Index
    to Consolidated Financial Statements
   
 Page No. Report of Independent Registered
    Public Accounting Firm


28 Consolidated Statements of Operations
    for the years ended March 31, 2010 and 2009


29 Consolidated Balance Sheets as of
    March 31, 2010 and 2009


30 Consolidated Statements of Changes in
    Shareholders Equity for the years ended March 31,
    2010 and 2009


31 Consolidated Statements of Cash Flows
    for the years ended March 31, 2010 and 2009


32 Notes to Consolidated Financial
    Statements


33   27




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           MSPC
  
    28




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS
    For The Years Ended March 31, 2010 and 2009
  2010


2009(In thousands, except per share data)Net revenues:Net revenues

$
206,960


$
200,581Net revenues-related party






15206,960



200,596Costs and expenses:Cost of sales


175,463



182,346Other operating costs and expenses


3,134



5,762Selling, general and administrative expenses


14,598



16,889193,195



204,997Operating income (loss)


13,765



(4,401
)Other income (expense):Interest (expense) income, net


(24
)


245Loss on impairment of securities






(117
)(24
)


128Income (loss) from continuing operations before income
    taxes


13,741



(4,273
)Provision (benefit)for income taxes


2,371



(90
)Income (loss) from continuing operations


11,370



(4,183
)Loss from discontinued operations, net of tax benefit


(55
)


(634
)Net income (loss)


11,315



(4,817
)Basic net income (loss) per shareContinuing operations

$
.42


$
(.16
)Discontinued operations






(.02
)$
.42


$
(.18
)Diluted net income (loss) per shareContinuing operations

$
.42


$
(.16
)Discontinued operations






(.02
)$
.42


$
(.18
)Weighted average shares outstandingBasic


27,130



27,130Diluted


27,131



27,130    29




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS
    As of March 31, 2010 and 2009
  2010


2009(In thousands, except per share data)ASSETSCurrent Assets:Cash and cash equivalents

$
15,051


$
22,518Restricted cash


1



3,025Net accounts receivable


20,350



15,970Other receivables


1,037



1,587Due from affiliates






78Net inventory


10,952



20,691Prepaid expenses and other current assets


736



2,190Deferred tax assets


3,383



4,872Total current assets


51,510



70,931Property, plant, and equipment, net


3,131



1,139Trademarks and other intangible assets, net


1,606



255Due from affiliates


185



114Investments in marketable securities


6,031



6,031Deferred tax assets


6,588



7,102Other assets


205



472Total Assets

$
69,256


$
86,044LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Short-term borrowings

$
5,629


$
5,733Current maturities of long-term borrowings


30



85Accounts payable and other current liabilities


20,776



18,929Due to affiliates


28



66Accrued sales returns


957



1,130Income taxes payable


174



155Total current liabilities


27,594



26,098Long-term borrowings


201



59Deferred tax liabilities


119



87Shareholders Equity:Preferred shares  10,000,000 shares authorized;
    3,677 shares issued and outstanding; liquidation preference of
    $3,677


3,310



3,310Common shares  $.01 par value,
    75,000,000 shares authorized; 52,965,797 shares issued
    at March 31, 20109 and March 31, 2009, respectively;
    27,129,832 shares outstanding at March 31, 2010 and
    March 31, 2009, respectively


529



529Capital in excess of par value


98,785



117,243Accumulated other comprehensive losses


(82
)


(82
)Accumulated deficit


(36,976
)


(36,976
)Treasury stock, at cost, 25,835,965 shares


(24,224
)


(24,224
)Total shareholders equity


41,342



59,800Total Liabilities and Shareholders Equity

$
69,256


$
86,044    30




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN
    SHAREHOLDERS EQUITY
    For The Years Ended March 31, 2010 and 2009
  Common Shares Issued





Capital


Accumulated Other





TotalPreferred


Number


Par


Treasury


in Excess of


Comprehensive


Accumulated


ShareholdersStock


of Shares


Value


Stock


Par Value


Losses


Deficit


Equity(In thousands, except share data)Balance  March 31, 2008

$
3,310



52,965,797


$
529


$
(24,224
)

$
117,245


$
(82
)

$
(32,159
)

$
64,619Stock based compensation


















(2
)










(2
)Comprehensive income:Net loss


























(4,817
)


(4,817
)Comprehensive income






























(4,817
)Balance  March 31, 2009

$
3,310



52,965,797


$
529


$
(24,224
)

$
117,243


$
(82
)

$
(36,976
)

$
59,800Stock based compensation


















12











12Dividend paid


















(18,470
)






(11,372
)


(29,842
)Comprehensive income:Net income


























11,372



11,372Comprehensive income






























11,372Balance  March 31, 2010

$
3,310



52,965,797


$
529


$
(24,224
)

$
98,785


$
(82
)

$
(36,976
)

$
41,342    31




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
    For The Years Ended March 31, 2010 and 2009
  2010


2009(In thousands)Cash Flows from Operating Activities:Income (loss) from continuing operations

$
11,370


$
(4,183
)Adjustments to reconcile net income (loss) to net cash provided(used) by operating activities:Depreciation and amortization


846



775Non cash compensation


12



(2
)Deferred tax benefit


2,035



(605
)Asset allowances, reserves, and other


(3,554
)


(1,739
)Gain on insurance reimbursements






(54
)Gains on sales of investments






(670
)Impairment charges and asset write-offs






877Changes in assets and liabilities:Restricted cash


3,024



(3,025
)Foreign exchange forward contracts






134Accounts receivable


(2,752
)


2,919Other receivables


550



544Due from affiliates


7



573Inventories


11,495



4,392Prepaid expenses and other current assets


1,454



110Other assets


128



34Accounts payable and other current liabilities


1,847



(2,766
)Due to affiliates


(38
)


(36
)Income taxes payable


19



40Operating activities of continuing operations


26,443



(2,682
)Operating activities of discontinued operations






(347
)Net cash provided (used) by operating activities


26,443



(3,029
)Cash Flow From Investing Activities:Proceeds from partial calls on securities






5,800Purchase of trademark


(1,469
)


Additions to property and equipment (continuing operations)


(2,581
)


(416
)Investing activities of discontinued operations, including
    Proceeds from sale of ASI (net of cash at date of sale)






430Net cash (used) provided by investing activities


(4,050
)


5,814Cash Flows from Financing Activities:Short-term borrowings






9,279Repayments of short-term borrowings


(159
)


(3,613
)Dividends paid


(29,843
)


Borrowings under long-term credit facility


124,479



141,608Repayments of borrowings under long-term credit facility


(124,337
)


(141,691
)Financing activities of continuing operations


(29,860
)


5,583Financing activities of discontinued operations






(133
)Net cash (used) provided by financing activities


(29,860
)


5,450Net increase in cash and cash equivalents


(7,467
)


8,235Cash and cash equivalents at beginning of year


22,518



14,283Cash and cash equivalents at end of

$
15,051


$
22,518Supplemental disclosures of non-cash investing and financing
    activities:Interest

$
114


$
144Income taxes

$
22


$
67    32




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2010
  NOTE 1 
    SIGNIFICANT
    ACCOUNTING POLICIES:  Background
    and Basis of Presentation
      Use of
    Estimates
    Cash
    Equivalents
    Fair
    Values of Financial Instruments
    Investments
    Concentrations
    of Credit Risk
     33




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Property
    and Equipment
       Machinery and Equipment

Five years to ten years Computer Equipment and Software

Three years to ten years Furniture & Fixtures and Office Equipment

Five years to seven years Building

Fifteen years   Long-Lived
    Assets
    Revenue
    Recognition
  Distribution
    of products
     34




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Licensing
  and/or
  Cost
    of Sales
    Other
    Operating Costs and Expenses
   35




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Selling,
    General and Administrative Expenses
    Acquisition
    Costs Incurred
    Foreign
    Currency
      Advertising
    Expenses
    Sales
    Allowance and Marketing Support Expenses
       36




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at March 31, 2008

$
6,323Fiscal 2009 additions


7,144Fiscal 2009 usages


(7,221
)Fiscal 2009 adjustments


(2,282
)Balance at March 31, 2009

$
3,964Fiscal 2010 additions


3,973Fiscal 2010 usages


(3,766
)Fiscal 2010 adjustments


(1,226
)Balance at March 31, 2010

$
2,945   Internet
    Expenses
    Interest
    (expense) income, net
    2010


2009(In thousands)Interest (expense)

$
(174
)

$
(174
)Amortization of deferred financing costs


(139
)


(83
)Interest income


289



502Interest (expense) income, net

$
(24
)

$
245   Income
    Taxes
    Comprehensive
    Income
    Net
    Earnings (Loss) Per Common Share
    Stock-Based
    Compensation
   37




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Recent
    Pronouncements
  SFAS 115-2 SFAS 124-2, Other-than-temporary other-than-temporary other-than-temporary other-than-temporary other-than-temporary other-than-temporary other-than-temporary
  other-than-temporary
  other-than-temporary
  other-than-temporary other-than-temporary other-than-temporary other-than-temporary other-than-temporary,
  other-than-temporary
  115-2 (FSP 115-2)  Other-than-Temporary FSP 115-2,
 38




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2009-13, 2009-14, 2009-13 00-21, ASC 605-25.
  2009-14, 97-2, 605-25, 2009-13.
  2010-06,
   39




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2010-17,
                  2010-17
  NOTE 2 
    INVENTORIES:  first-in,
  March 31, 2010


March 31, 2009(In thousands)Finished goods

$
12,710


$
24,205Less inventory allowances


(1,758
)


(3,514
)$
10,952


$
20,691  40




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 3 
    RELATED
    PARTY TRANSACTIONS    Majority
    Shareholder
  Grandes Ownership Interest in
    Emerson.
  Related
    Party Transactions
  Product Sourcing Transactions.
  Sales of goods.
  Leases
    and Other Real Estate Transactions.
  Rented
    Space in Hong Kong
     41




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Rented
    Space in the Peoples Republic of China
  month-by-month
      Toy Musical Instruments.
       42




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Hong Kong Electronics Fairs
    (HKEF).
      Other.
         43




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                     44




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 4 
    PROPERTY,
    PLANT, AND EQUIPMENT:    2010


2009(In thousands)Computer equipment & software


357



2,930Furniture and fixtures


328



1,783Machinery and equipment


802



737Leasehold improvements






672Building


2,008



Land


641



4,136



6,122Less accumulated depreciation and amortization


(1,005
)


(4,983
)$
3,131


$
1,139     NOTE 5 
    OTHER
    INTANGIBLE ASSETS    Weighted AverageFiscal Year Ended

Gross Carrying

Amortization

Accumulated

Amortization

AmortizationMarch 31, 2010

Amount

Expense

Amortization

Period

Period(In thousands)Amortizable Intangible AssetsTrademarks

$
1,830


$
118


$
224



15 years



15 years   Weighted AverageFiscal Year Ended

Gross Carrying

Amortization

Accumulated

Amortization

AmortizationMarch 31, 2009

Amount

Expense

Amortization

Period

Period(In thousands)Amortizable Intangible AssetsTrademarks

$
361


$
24


$
106



15 years



15 years  45




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2011

$
1222012


1222013


1222014


1222015


122Thereafter


996$
1,606   NOTE 6 
    BORROWINGS:  Short-term
    Borrowings
    Long-term
    Borrowings
    2010


2009(In thousands)Capitalized lease obligations and other

$
231


$
144Less current maturities of capitalized lease obligations


30



85Long-term debt and notes payable

$
201


$
59          46




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2011

$
302012


201Thereafter


Total


231Less current portion


30Total long term portion

$
201   NOTE 7 
    INCOME
    TAXES:  2010


2009(In thousands)Current:Federal

$
2


$
Foreign, state and other


332



53Prior year state and local






Deferred:Federal


1,571



(108
)Foreign, state and other


466



(35
)$
2,371


$
(90
)       2010


2009(In thousands)Statutory provision (benefit)

$
4,725


$
(1,453
)Foreign subsidiary


(2,543
)


1,197State taxes


322



18Permanent differences


27



Expiration of NOL


(159
)


768Valuation allowance






(611
)Other, net


(1
)


(9
)Total income tax (benefit)

$
2,371


$
(90
)  47




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009(In thousands)Deferred tax assets:Current:Accounts receivable reserves

$
1,556


$
2,494Inventory reserves


1,340



2,132Accruals


357



542Stock warrants


166



166Non-current:Property, plant, and equipment


528



308Impairment of auction rate securities


828



828Net operating loss carryforwards


5,268



5,584Stock compensation


84



78Gross deferred tax assets


10,127



12,132Valuation allowances


(157
)


(157
)Total deferred tax assets


9,970



11,975Deferred tax liabilities:Current:Accruals






Non-current:Capital lease expense


119



87Total Deferred Tax Liabilities


119



87Net deferred tax assets

$
9,851


$
11,888     Loss Year (Fiscal)

Included in DTA

Expiration Year (Fiscal)1997


2.8



20121999


1.3



20192008


7.8



20282009


3.2



2029       Loss Year (Fiscal)

Included in DTA

Expiration Year (Fiscal)2008


0.9



20152009


3.1



2016    48




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        In 000sTotal amount of unrecognized tax benefits as of April 1,
    2009

$
121Gross increases in unrecognized tax benefits as a result of tax
    positions taken during a prior period


Gross decreases in unrecognized tax benefits as a result of tax
    positions taken during a prior period


Gross increases in unrecognized tax benefits as a result of tax
    positions taken during the current period


Gross decreases in unrecognized tax benefits as a result of tax
    positions taken during the current period


Decreases in unrecognized tax benefits relating to settlements
    with taxing authorities


Reductions to unrecognized tax benefits as a result of lapse of
    statute of limitations


Total amount of unrecognized tax benefits as of March 31,
    2010

$
121       Jurisdiction

Open Tax YearsU.S. Federal


2006-2009U.S. States


2006-2009Foreign


2004-2009     FIN 48-1 FIN 48-1). FIN 48-1 FIN 48-1
 49




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 8 
    COMMITMENTS
    AND CONTINGENCIES:  Leases:
    Rental CommitmentsFiscal Years

Amount


Affiliate


Non-Affiliate2011


1,558



410



1,1482012


424







4242013


93







932014










Thereafter










Total

$
2,075


$
410


$
1,665   month-to-month
  Letters
    of Credit:
      Capital
    Expenditure and Other Commitments:
    Employee
    Benefit Plan:
    NOTE 9 
    STOCK
    BASED COMPENSATION:     50




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Number of


Weighted AverageOptions


Exercise PriceOutstanding  April 1, 2008


37,334


$
2.32Cancelled


(3,334
)


1.00Outstanding  March 31, 2009


34,000


$
2.45Cancelled


(32,000
)


2.54Outstanding  March 31, 2010


2,000


$
1.00Exercisable at March 31, 2010


2,000


$
1.00     Options Outstanding

Options ExercisableWeighted

WeightedAverage

Average



WeightedAmount

Remaining

Exercise

Amount

AverageRange of Exercise Prices

Outstanding

Contractual Life

Price

Exercisable

Exercise Price$1.00


2,000



0.3


$
1.00



2,000


$
1.00        51




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Number of


Weighted AverageOptions


Exercise PriceOutstanding  April 1, 2008


175,000


$
3.18Cancelled


(75,000
)


3.19Outstanding  March 31, 2009


100,000


$
3.17Outstanding  March 31, 2010


100,000


$
3.17Exercisable at March 31, 2010


100,000


$
3.17     Options Outstanding


Options ExercisableWeighted


WeightedAverage


Average





WeightedAmount


Remaining


Exercise


Amount


AverageRange of Exercise Prices

Outstanding


Contractual Life


Price


Exercisable


Exercise Price$3.07


25,000



5.8


$
3.07



25,000


$
3.07$3.19


50,000



6.6



3.19



50,000



3.19$3.23


25,000



5.7



3.23



25,000



3.23100,000



6.2


$
3.17



100,000


$
3.17     NOTE 10 
    SHAREHOLDERS
    EQUITY:  Common
    Shares:
    Common
    Stock Repurchase Program:
    Series A
    Preferred Stock:
   52




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 11 
    MARKETABLE
    SECURITIES:  A
    decline in the value of the auction rate securities included in
    the Companys investments could materially adversely affect
    its earnings and continue to materially adversely affect its
    liquidity.
  NOTE 12 
    NET
    EARNINGS PER SHARE:    2010


2009(In thousands, except per share data)Numerator:Income (loss) from continuing operations for basic and diluted
    earnings per share

$
11,370


$
(4,183
)Denominator:Denominator for basic earnings per share  weighted
    average shares


27,130



27,130Effect of dilutive securities on denominator:Options


1



Denominator for diluted earnings per share  weighted
    average shares and assumed conversions


27,131



27,130Income (loss) from continuing operationsBasic and diluted loss per share

$
.42


$
(.16
)     NOTE 13 
    LICENSE
    AGREEMENTS:  and/or
 53




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      tm tm tm
  ® ®
  NOTE 14 
    LEGAL
    PROCEEDINGS:  In re: Emerson Radio Shareholder Derivative
    Litigation.
    NOTE 15 
    GEOGRAPHIC INFORMATION:
    Year Ended March 31, 2010U.S.


Foreign


ConsolidatedNet third party revenue

$
205,536


$
1,424


$
206,960Identifiable assets

$
65,247


$
4,009


$
69,256  54




---



##### 



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended March 31, 2009U.S.


Foreign


ConsolidatedNet third party revenue

$
198,831


$
1,750


$
200,581Identifiable assets

$
83,141


$
2,903


$
86,044     NOTE 16 
    DISCONTINUED
    OPERATIONS:      NOTE 17 
    SUBSEQUENT
    EVENT:   55




---



##### 



Item 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e)
  Rules 13a-15(e) 15d-15(e) Form 10-K,
  Managements
    Report on Internal Control over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f).
  Form 10-K
  Form 10-K
  Form 10-K
 56




---



##### 



Form 10-K
  Form 10-K Form 10-K.
  Changes
    in Internal Control over Financial Reporting
    PART III
  Item 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS  Form 10-K,
  Item 11.
    EXECUTIVE
    COMPENSATION  Form 10-K,
  Item 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Form 10-K,
  Item 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS  Form 10-K,
 57




---



##### 



Item 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES  Form 10-K,
  PART IV
  Item 15.
    EXHIBITS,
    FINANCIAL STATEMENTS AND SCHEDULES  List of Financial Statements, Financial Statement
    Schedules, and Exhibits.
  Financial Statements. Form 10-K:
  Report of Independent Registered Public Accounting Firm

28Consolidated Statements of Operations for the years ended
    March 31, 2010 and 2009

29Consolidated Balance Sheets as of March 31, 2010 and 2009

30Consolidated Statements of Changes in Shareholders Equity
    for the years ended March 31, 2010 and 2009

31Consolidated Statements of Cash Flows for the years ended
    March 31, 2010 and 2009

32Notes to Consolidated Financial Statements

33   Form 10-K,
  Exhibits. Form 10-K
  ExhibitNumber3
.1

Certificate of Incorporation of Emerson (incorporated by
    reference to Exhibit (3) (a) of Emersons Registration
    Statement on Form S-1, Registration No. 33-53621, declared
    effective by the SEC on August 9, 1994).3
.4

Certificate of Designation for Series A Preferred Stock
    (incorporated by reference to Exhibit (3) (b) of Emersons
    Registration Statement on Form S-1, Registration No. 33-53621,
    declared effective by the SEC on August 9, 1994).3
.5

Amendment dated February 14, 1996 to the Certificate of
    Incorporation of Emerson (incorporated by reference to Exhibit
    (3) (a) of Emersons Quarterly Report on Form 10-Q for the
    quarter ended December 31, 1995).3
.6

By-Laws of Emerson (incorporated by reference to Exhibit 3.1 of
    Emersons Quarterly Report on Form 10-Q for the quarter
    ended December 31, 2007).3
.7

Amendment dated November 28, 1995 to the By-Laws of Emerson
    adopted March 1994 (incorporated by reference to Exhibit (3) (b)
    of Emersons Quarterly Report on Form 10-Q for the quarter
    ended December 31, 1995).3
.8

Amendment effective as of November 10, 2009 to the By-Laws of
    Emerson adopted March 1994 (incorporated by reference to Exhibit
    3.1 of Emersons Current Report on Form 8-K filed on
    November 16, 2009).10
.12

License Agreement effective as of January 1, 2001 by and between
    Funai Corporation and Emerson (incorporated by reference to
    Exhibit (10) (z) of Emersons Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2000).10
.12.1

First Amendment to License Agreement dated February 19, 2002 by
    and between Funai Corporation and Emerson (incorporated by
    reference to Exhibit (10.12.1) of Emersons Annual Report
    on Form 10-K for the year ended March 31, 2002). 58




---



##### 



ExhibitNumber10
.12.2

Second Amendment to License Agreement effective August 1, 2002
    by and between Funai Corporation and Emerson (incorporated by
    reference to Exhibit (10.12.2) of Emersons Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2002).10
.12.3

Third Amendment to License Agreement effective February 18, 2004
    by and between Funai Corporation and Emerson (incorporated by
    reference to Exhibit 10.12.3 of Emersons Annual Report on
    Form 10-K for the year ending March 31, 2004).10
.12.4

Fourth Amendment to License Agreement effective December 3, 2004
    by and between Funai Corporation, Inc.  and Emerson
    (incorporated by reference to Exhibit (10.12.4) of
    Emersons Quarterly Report on Form 10-Q for the quarter
    ended December 31, 2004).10
.12.5

Fifth Amendment to License Agreement effective May 18, 2005 by
    and between Funai Corporation, Inc. and Emerson (incorporated by
    reference to Exhibit (10.12.5) of Emersons Annual Report
    on Form 10-K for the year ending March 31, 2005).10
.12.7

Seventh Amendment to License Agreement effective December 22,
    2005 by and between Funai Corporation, Inc. and Emerson
    (incorporated by reference to Exhibit 10.1 of Emersons
    Current Report on Form 8-K filed on December 29, 2005).10
.13

Second Lease Modification dated as of May 15, 1998 between Hartz
    Mountain, Parsippany and Emerson (incorporated by reference to
    Exhibit (10) (v) of Emersons Annual Report on Form 10-K
    for the year ended April 3, 1998).10
.13.1

Third Lease Modification made the 26th 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
.13.2

Fourth Lease Modification made the 12th day of February,
    2003 between Hartz Mountain Parsippany and Emerson (incorporated
    by reference to Exhibit (10.13.2) of Emersons Annual
    Report on Form 10-K for the year ended March 31, 2003).10
.13.3

Lease Agreement dated as of October 8, 2004 between Sealy TA
    Texas, L.P., a Georgia limited partnership, and Emerson Radio
    Corp. (incorporated by reference to Exhibit (10.13.3)  of
    Emersons Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2004).10
.13.4

Fifth Lease Modification Agreement made the 2nd day of December,
    2004 between Hartz Mountain Industries, Inc. and Emerson
    (incorporated by reference to Exhibit (10.13.3) of
    Emersons Quarterly Report on Form 10-Q for the quarter
    ended December 31, 2004).10
.13.5

Lease Agreement (Single Tenant) between Ontario
    Warehouse I, Inc., a Florida corporation, as Landlord, and
    Emerson Radio Corp., a Delaware corporation, as Tenant,
    effective as of December 6, 2005 (incorporated by reference to
    Exhibit 10.1 to Emersons Current Report on Form 8-K filed
    on January 4, 2006).10
.13.6

Letter agreement, dated November 28, 2005, between Emerson Radio
    Corp. and The Grande Group (Hong Kong) Limited regarding lease
    of office space.  (Incorporated by reference to Exhibit 10.13.6
    to Emersons Annual Report on Form 10-K for the year ended
    March 31, 2006).10
.13.7

Letter agreement, dated November 29, 2005, between Emerson Radio
    Corp. and The Grande Group (Hong Kong) Limited regarding
    management services for office space.  (Incorporated by
    reference to Exhibit 10.13.7 to Emersons Annual Report on
    Form 10-K for the year ended March 31, 2006).10
.18.1

Emerson Radio Corp. 2004 Employee Stock Incentive Plan
    (incorporated by reference to Exhibit 1 of Emersons 2004
    Proxy Statement).10
.18.2

Emerson Radio Corp. 2004 Non-Employee Outside Director Stock
    Option Plan (incorporated by reference to Exhibit 2 of
    Emersons 2004 Proxy Statement).10
.25

Employment Agreement, dated as of April 3, 2007, by and between
    Emerson Radio Corp. and Greenfield Pitts (incorporated by
    reference to Exhibit 10.1 to Emersons Current Report on
    Form 8-K filed with the SEC on April 6, 2007).10
.26

Employment Agreement, dated as of October 15, 2007, by and
    between Emerson Radio Corp. and John Spielberger (incorporated
    by reference to Exhibit 10.26 to the Companys Annual
    Report on Form 10-K filed with the SEC on July 11, 2008). 59




---



##### 



ExhibitNumber10
.27.5

Loan and Security Agreement dated as of December 23, 2005, among
    Emerson Radio Corp., Emerson Radio Macao Commercial Offshore
    Limited, Majexco Imports, Inc., Emerson Radio (Hong Kong) Ltd.,
    and Emerson Radio International Ltd. (as Borrowers) and Wachovia
    Bank, National Association (incorporated by reference to Exhibit
    10.2 of Emersons Form 8-K dated December 29, 2005).10
.27.6

Seventh Amendment to Loan and Security Agreement dated as of
    December 23, 2005 among Emerson Radio Corp., Emerson Radio Macao
    Commercial Offshore Limited, Majexco Imports, Inc., Emerson
    Radio (Hong Kong) Ltd. and Emerson Radio International Ltd. (as
    Borrowers) and Wachovia Bank, National Association (incorporated
    by reference to Exhibit 10.27.6 of Emersons Annual Report
    on Form 10-K/A for the year ended March 31, 2009).10
.27.7

Eighth Amendment to Loan and Security Agreement dated as of
    December 23, 2005 among Emerson Radio Corp., Emerson Radio Macao
    Commercial Offshore Limited, Majexco Imports, Inc., Emerson
    Radio (Hong Kong) Ltd. and Emerson Radio International Ltd.*10
.27.8

Ninth Amendment to Loan and Security Agreement dated as of
    December 23, 2005 among Emerson Radio Corp., Emerson Radio Macao
    Commercial Offshore Limited, Majexco Imports, Inc., Emerson
    Radio (Hong Kong) Ltd. and Emerson Radio International Ltd.*10
.28.1

Form of Common Stock Warrant Agreement entered into on October
    7, 2003 by and between Emerson Radio Corp. and Ladenburg
    Thalmann & Co., Inc.  (Incorporated by reference to Exhibit
    10.28.1 of Emersons Quarterly Report on Form 10-Q for the
    quarter ended December 31, 2003).10
.28.2

Common Stock Purchase Warrant Agreement entered into on August
    1, 2004 by and between Emerson Radio Corp. and EPOCH Financial
    Services, Inc. (incorporated by reference to Exhibit 10.28.2 of
    Emersons Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2004).10
.28.3

Stock Purchase Agreement among Emerson Radio Corp., Collegiate
    Pacific Inc. and Emerson Radio (Hong Kong) Limited, dated July
    1, 2005 (incorporated by reference to Exhibit 2.1 to
    Emersons Current Report on Form 8-K filed on July 8, 2005).10
.29

Employment Agreement dated as of October 1, 2009 between Emerson
    and Duncan Hon (incorporated by reference to Exhibit 10.1 to
    Emersons Current Report on Form 8-K filed on November 16,
    2009).14
.1

Code of Ethics for Senior Financial Officers (incorporated by
    reference to Exhibit 14.1 of Emersons Annual Report on
    Form 10-K for the year ended March 31, 2004).21
.1

Subsidiaries of the Company as of March 31, 2010.*23
.1

Consent of Independent Registered Public Accounting
    Firm  MSPC, Certified Public Accountants and
    Advisors, Professional Corporation.*31
.1

Certification of the Companys Chief Executive Officer
    pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.*31
.2

Certification of the Companys Chief Financial Officer
    pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.*32


Certification of the Companys Chief Executive Officer and
    Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.*     *
    
    Filed herewith.  Exhibits. Regulation S-K
  Financial Statement Schedules and Other Financial
    Statements.
    Form 10-K,
 60




---



##### 



SIGNATURES
      By:
    /s/  Adrian
    Ma         /s/  Christopher
    HoChristopher
    Ho

Chairman of the Board of 
    Directors

July 14, 2010/s/  Eduard
    WillEduard
    Will

Vice Chairman of the Board of
    Directors

July 14, 2010/s/  Adrian
    MaAdrian
    Ma

Chief Executive Officer
    (Principal Executive Officer)
    and Director

July 14, 2010/s/  Duncan
    HonDuncan
    Hon

Deputy Chief Executive Officer
    and Director

July 14, 2010/s/  Greenfield
    PittsGreenfield
    Pitts

Chief Financial Officer
    (Principal Financial and
    Accounting Officer),
    and Director

July 14, 2010/s/  Mirzan
    MahathirMirzan
    Mahathir

Director

July 14, 2010/s/  Kareem
    E. SethiKareem
    E. Sethi

Director

July 14, 2010/s/  Terence
    A. SnellingsTerence
    A. Snellings

Director

July 14, 2010  61