##### Table of Contents





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, 2009ORo

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(State or other jurisdiction
    of 
    incorporation or organization)

22-3285224(I.R.S. Employer
    Identification Number)Nine Entin Road, Parsippany, NJ(Address of principal
    executive offices)

07054(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 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. þ
  12b-2
  Large accelerated filer o

Accelerated filer o

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

Smaller reporting company þ   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:
  Document

Part of the
    Form 10-KProxy Statement for 2009 Annual Meeting of Stockholders, or an
    amendment to this Annual Report on
    Form 10-K

Part III




---



##### Table of Contents





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 housewares 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




---



##### Table of Contents




    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
    Housewares Products

Audio Products

OtherMicrowave ovens

Digital clock radios

TelevisionsMini refrigerators

Portable stereo systems

DVD playersToaster ovens

iPod compatible devices

Multi-media systemsCoffee makers

Shelf stereo systems

TelephonesNostalgia/retro products   Growth
    Strategy
    
    new distribution channels for additional lines of housewares and
    other products;
    higher penetration levels within our existing customers through
    increases in the products offered and sold;
    expansion of the Companys existing customer base in the
    United States through its sales staff and outside sales
    representative organizations;
    expansion into distribution channels the Company currently
    utilizes through new products and existing products outside of
    its traditional markets in the United States and Canada;
    development and sales of new products not presently being
    offered by the Company;
    further development of the Companys direct to consumer
    sales channel, primarily through the further development of its
    website;
    continuing to capitalize on the Companys 
    (EMERSON LOGO)  and
    H.H.
    Scott®,

    as well as the recently acquired
    Ölevia®,

    trademarks through outward license agreements with third parties
    to license these trademarks for products not currently being
    sold, and in geographic areas not presently being
    serviced; and
    expansion through strategic mergers with and acquisitions of
    other businesses. 3




---



##### Table of Contents



Sales
    and Distribution
    and/or
  Domestic
    Marketing
    
    mass merchandisers;
    discount retailers;
    toy retailers; and
    distributors and specialty catalogers.     4




---



##### Table of Contents



Foreign
    Marketing
    Licensing
    and Related Activities
  and/or
    Design
    and Manufacturing
        Fiscal YearSupplier

2009


2008Midea


38
%


20
%Galanz


28
%


35
%Lasco Industries


*



17
%     *
    
    less than 10%.   5




---



##### Table of Contents



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®
    Girl
    Powertm
    H.H.
    Scott®
    iDEA®
    IDIVA®
    Ölevia®
    Scott®
    SmartSet®   6




---



##### Table of Contents



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.    Seasonality
    Working
    Capital
    Government
    Regulation
   7




---



##### Table of Contents



Product
    Liability and Insurance
      Employees
    Item 1A.
    Risk
    Factors    Business
    Related Risks
  Recent
    events in domestic capital markets and the global economic
    downturn may adversely affect the Companys access to
    financing or may increase the cost of financing the
    Companys operations.
        The
    global economic downturn and the decline in consumer spending
    have, and may continue to, adversely affect the Companys
    results of operations and financial condition.
   8




---



##### Table of Contents



The
    majority ownership of the Companys common stock by
    subsidiaries of The Grande Holdings Limited, a Hong Kong based
    group of companies, 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; those dual positions subject such
    persons to conflicts of interest in related party transactions
    which may cause such related party transactions to have
    consequences to the Company that are less favorable than those
    which the Company could have attained in comparable transactions
    with unaffiliated entities.
     9




---



##### Table of Contents



Management
    has concluded that its internal control over financial reporting
    and related party transactions was not effective as of
    March 31, 2009 and that its previously reported financial
    statements for the three months ended June 30, 2008 and
    September 30, 2008 (but not for the six months ended
    September 30, 2008) need to be restated as described
    in the Management Discussion and Analysis of Financial
    Condition and Results of Operations- Restatement of Prior
    Interim Period Financial Statements section of this
    Report. As a result, the Company may be subject to regulatory
    scrutiny and sanction, its access to credit facilities necessary
    to fund its operations may be adversely affected, the
    Companys investors may lose confidence in its reported
    financial information, the Companys reputation may be
    damaged and the Companys stock price may be negatively
    affected. In addition the Company may incur significant expenses
    in connection with restating its previously reported financial
    statements and remediating the weaknesses in its internal
    control over financial reporting which could have a negative
    effect on its operating results.
      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. 10




---



##### Table of Contents



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.
   11




---



##### Table of Contents



tm tm tm
  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.
  ® ®
      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.
   12




---



##### Table of Contents



Foreign
    regulations and changes in the political, public health 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;
    seasonal reductions in business activity in these countries
    during the summer months which could adversely affect the
    Companys sales; and
    new restrictions on the sale of electronic products containing
    certain hazardous substances.  and/or
  Most
    of the Companys suppliers are located in China which is a
    developing nation governed by a one party government and may be
    more susceptible to political, economic, and social upheaval
    than other nations.
   13




---



##### Table of Contents



and/or
  The
    Company may not be able to enforce its rights in
    China.
      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.
  ®
   14




---



##### Table of Contents



The
    seasonality of the Companys business, changes in consumer
    spending and economic conditions may cause its quarterly
    operating results to fluctuate and cause its stock price to
    decline.
    
    seasonal variations in operating results;
    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;
    increases in returned consumer electronics products in the March
    quarter which follows the Companys peak September and
    December selling quarters;
    variations in manufacturing and supplier relationships;
    if the Company is unable to correctly anticipate and provide for
    inventory requirements from quarter to quarter, 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 sales during the holiday season fall below its
    expectations, its operating results also could fall below
    expectations.
    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.
   15




---



##### Table of Contents



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.    A
    decline in the value of the auction rate securities included in
    the Companys investments could materially adversely affect
    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 less 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. 16




---



##### Table of Contents



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;
    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.
  Form 10-Q over-the-counter
 17




---



##### Table of Contents



Forward-Looking
    Information
    
    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;
    the seasonality of the Companys business, as well as
    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.   18




---



##### Table of Contents



Item 2.
    PROPERTIES    ApproximateSquareFacility Purpose

Footage


Location

Lease ExpiresCorporate headquarters


22,500


Parsippany, NJ

December 2009New York office


3,032


New York, NY

July 2012China office


1,489


Zhong Shan, China

June 2009*Hong Kong office


19,484


Hong Kong, China

December 2009Macao office


4,333


Macao, China

March 2011Warehouse


97,100


Irving, TX

June 2010Warehouse


180,650


Mira Loma, CA

June 2011     *
    
    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.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   19




---



##### Table of Contents



PART II
  Item 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER REPURCHASES OF EQUITY SECURITIES  (a) Market
    Information
    Fiscal 2009


Fiscal 2008High


Low


High


LowFirst Quarter

$
1.39


$
1.02


$
3.30


$
2.90Second Quarter


1.30



.30



3.05



2.12Third Quarter


.90



.43



2.75



1.20Fourth Quarter


.75



.41



1.45



1.01     (b) Holders
    (c) Dividends
    Item 6.
    SELECTED
    CONSOLIDATED FINANCIAL DATA    Item 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K.
  Special Note:
    Results
    of Operations:
   20




---



##### Table of Contents



2009


2008Net revenues

$
200,596


$
223,174Cost of sales


182,346



200,998Other operating costs and expenses


5,762



6,097Selling, general and administrative


16,889



23,285Operating (loss) income


(4,401
)


(7,206
)Gain on sale of building






854Gain on foreign exchange forward contracts






465Interest income (expense), net


245



303Loss on impairment of securities


(117
)


(1,952
)(Loss) income from continuing operations before income taxes and
    minority interest


(4,273
)


(7,536
)(Benefit) provision for income taxes


(90
)


1,427Net (loss) income from continuing operations

$
(4,183
)

$
(8,963
)   Results
    of Continuing Operations  Fiscal 2009 compared with
    Fiscal 2008
  Net Revenues ® ® ® ® ® ®
    ®
  ® ®
  
  Cost of Sales
 21




---



##### Table of Contents



low-to-medium
  Other Operating Costs and Expenses
  Selling, General and Administrative Expenses
    (S,G&A)
  Interest Income (Expense), net
  Loss on impairment of securities
  Provision (benefit) for Income Taxes
  Net loss from continuing operations
  Liquidity
    and Capital Resources
  General
   22




---



##### Table of Contents



Wachovia
          Short-Term Liquidity.
     23




---



##### Table of Contents



Off-Balance Sheet Arrangements.
  Other Events and Circumstances Pertaining to
    Liquidity.
  other-than-temporary
  Restatement
    of Prior Interim Period Financial Statements
  Form 8-K
  ®
     24




---



##### Table of Contents



Critical
    Accounting Policies
    Revenue Recognition.
  and/or
  Inventories. first-in,
  Trade Accounts Receivable.
  Income Taxes.
  Sales Return Reserves.
 25




---



##### Table of Contents



Sales Allowance and Marketing Support
    Accruals. EITF 01-09
  Recently-Issued
    Financial Accounting Pronouncements
  Business Combinations. purchase method
    No. 07-1, EITF 99-19, No. 07-1
  FAS 157-2, Effective Date of FASB Statement No. 157 FAS 157-2 Fair
    Value Measurements FAS 157-2
   26




---



##### Table of Contents



FAS 142-3, FAS 142-3). FAS 142-3 FAS 142-3
      03-06-1, EITF 03-06-1),
  SFAS 157-4
  SFAS 115-2
  Item 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.   27




---



##### 



Item 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Index
    to Consolidated Financial Statements
   
 PageNo.


Report of Independent Registered Public
    Accounting Firm


29


Consolidated Statements of Operations for the
    years ended March 31, 2009 and 2008


30


Consolidated Balance Sheets as of March 31,
    2009 and 2008


31


Consolidated Statements of Changes in
    Shareholders Equity for the years ended March 31,
    2009 and 2008


32


Consolidated Statements of Cash Flows for the
    years ended March 31, 2009 and 2008


33


Notes to Consolidated Financial Statements


34EX-21.1EX-23.1EX-31.1EX-31.2EX-32   28




---



##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           
  /s/ MSPC
 Certified Public Accountants and Advisors
 A Professional Corporation
    29




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 For
    the Years Ended March 31, 2009 and 2008
  2009


2008(In thousands, except per share data)Net revenues:Net revenues

$
200,581


$
222,801Net revenues-related party


15



373200,596



223,174Costs and expenses:Cost of sales


182,346



200,766Cost of sales-related party






232Other operating costs and expenses


5,762



6,097Selling, general and administrative expenses


16,889



23,285204,997



230,380Operating income (loss)


(4,401
)


(7,206
)Other income (expense):Gain on sale of building






854Gains on foreign exchange forward contracts






465Interest income, net


245



140Interest income-related party






163Loss on impairment of securities


(117
)


(1,952
)128



(330
)Loss from continuing operations before income taxes


(4,273
)


(7,536
)(Benefit) provision for income taxes


(90
)


1,427Loss from continuing operations


(4,183
)


(8,963
)Loss from discontinued operations, net of tax benefit


(634
)


(58
)Net loss


(4,817
)


(9,021
)Basic net loss per shareContinuing operations

$
(.16
)

$
(.33
)Discontinued operations


(.02
)


$
(.18
)

$
(.33
)Diluted net loss per shareContinuing operations

$
.(16
)

$
(.33
)Discontinued operations


(.02
)


$
(.18
)

$
(.33
)Weighted average shares outstandingBasic


27,130



27,126Diluted


27,130



27,126    30




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
 As of
    March 31, 2009 and 2008
  2009


2008(In thousands, except per share data)ASSETSCurrent Assets:Cash and cash equivalents

$
22,518


$
14,283Restricted cash


3,025



Foreign exchange forward contracts






134Net accounts receivable


15,970



17,254Other receivables


1,587



2,131Due from affiliates


78



765Net inventory


20,691



24,721Prepaid expenses and other current assets


2,190



2,246Deferred tax assets


4,872



5,412Current assets of discontinued operations






329Total current assets


70,931



67,275Property, plant, and equipment, net


1,139



1,481Trademarks and other intangible assets, net


255



279Due from affiliates


114



Investments in marketable securities


6,031



11,948Deferred tax assets


7,102



5,927Other assets


472



589Non current assets of discontinued operations






430Total Assets

$
86,044


$
87,929LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Short-term borrowings

$
5,733


$
Current maturities of long-term borrowings


85



82Accounts payable and other current liabilities


18,929



21,695Due to affiliates


66



102Accrued sales returns


1,130



872Income taxes payable


155



185Current liabilities of discontinued operations






42Total current liabilities


26,098



22,978Long-term borrowings


59



142Deferred tax liabilities


87



57Minority interest






133Shareholders 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, 2009 and March 31, 2008, respectively;
    27,129,832 shares outstanding at March 31, 2009 and
    March 31, 2008, respectively


529



529Capital in excess of par value


117,243



117,245Accumulated other comprehensive losses


(82
)


(82
)Accumulated deficit


(36,976
)


(32,159
)Treasury stock, at cost, 25,835,965 shares


(24,224
)


(24,224
)Total shareholders equity


59,800



64,619Total Liabilities and Shareholders Equity

$
86,044


$
87,929    31




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
 For
    the Years Ended March 31, 2009 and 2008
  Common Shares








AccumulatedIssued





Capital


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, 2007

$
3,310



52,945,797


$
529


$
(24,224
)

$
117,371


$
(82
)

$
(23,017
)

$
73,887Exercise of stock options and warrants






20,000











51











51Stock based compensation


















(177
)










(177
)Adjustment for implementation of FIN 48


























(121
)


(121
)Comprehensive income:Net loss


























(9,021
)


(9,021
)Comprehensive income






























(9,021
)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
)

$
59,800    32




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 For
    the Years Ended March 31, 2009 and 2008
  2009


2008(In thousands)Cash Flows from Operating Activities:Loss from continuing operations

$
(4,183
)

$
(8,963
)Adjustments to reconcile net loss to net cash(used) provided by operating activities:Minority interest






133Depreciation and amortization


775



808Non cash compensation


(2
)


(177
)Deferred tax benefit


(605
)


(1,550
)Asset allowances, reserves, and other


(1,739
)


1,746Gain on insurance reimbursements


(54
)


Gains on sales of investments


(670
)


Gain on sale of building and other property






(865
)Impairment charges and asset write-offs


877



2,072Gains on foreign exchange forward contracts not settled






(134
)Changes in assets and liabilities:Restricted cash


(3,025
)


3,000Foreign exchange forward contracts


134



Accounts receivable


2,919



(444
)Other receivables


544



(595
)Due from affiliates


573



23,925Inventories


4,392



8,242Prepaid expenses and other current assets


110



1,130Other assets


34



(153
)Accounts payable and other current liabilities


(2,766
)


1,609Due to affiliates


(36
)


102Income taxes payable


40



(242
)Operating activities of continuing operations


(2,682
)


29,644Operating activities of discontinued operations


(347
)


(354
)Net cash (used) provided by operating activities


(3,029
)


29,290Cash Flow From Investing Activities:Proceeds from sale of building and other property






2,011Proceeds from partial calls on securities


5,800



1,100Purchases of securities






(15,000
)Additions to property and equipment (continuing operations)


(416
)


(873
)Investing activities of discontinued operations, including
    Proceeds from sale of ASI (net of cash at date of sale)


430



(430
)Net cash provided (used) by investing activities


5,814



(13,192
)Cash Flows from Financing Activities:Short-term borrowings


9,279



(64
)Repayments of short-term borrowings


(3,613
)


Net borrowings under foreign bank facilities






(3,111
)Exercise of stock options






51Borrowings under long-term credit facility


141,608



183,144Repayments of borrowings under long-term credit facility


(141,691
)


(183,728
)Financing activities of continuing operations


5,583



(3,708
)Financing activities of discontinued operations


(133
)


42Net cash provided (used) by financing activities


5,450



(3,666
)Net increase in cash and cash equivalents


8,235



12,432Cash and cash equivalents at beginning of year


14,283



1,851Cash and cash equivalents at end of year (Including cash of
    discontinued operations of $0)

$
22,518


$
14,283Supplemental disclosures of non-cash investing and financing
    activities:Interest

$
144


$
464Income taxes

$
67


$
5,393    33




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2009
  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
   34




---



##### Table of Contents



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   Long-Lived
    Assets
    Revenue
    Recognition
  Distribution
    of products
     35




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    EITF 01-09
  Licensing
  and/or
  Cost
    of Sales
    Other
    Operating Costs and Expenses
    Selling,
    General and Administrative Expenses
    Acquisition
    Costs Incurred
   36




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Foreign
    Currency
      Advertising
    Expenses
    Sales
    Allowance and Marketing Support Expenses
  01-09,
  Internet
    Expenses
    Interest
    (Income) Expense
    2009


2008(In thousands)Interest expense

$
174


$
440Amortization of deferred financing costs


83



83Interest income


(502
)


(663
)Interest (income) expense, net

$
(245
)

$
(140
)   Income
    Taxes
   37




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Comprehensive
    Income
    Net
    Earnings (Loss) Per Common Share
    Stock-
    Based Compensation
      Recent
    Pronouncements
  Business
    Combinations. purchase
    method
    No. 07-1, EITF 99-19, No. 07-1
 38




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FAS 157-2, Effective Date of FASB Statement No. 157. FAS 157-2 Fair
    Value Measurements FAS 157-2
    FAS 142-3, FAS 142-3). FAS 142-3 FAS 142-3
      03-06-1, EITF 03-06-1),
 39




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   SFAS 157-4
  SFAS 115-2
  Reclassifications
    NOTE 2 
    INVENTORIES:
  first-in,
  March 31, 2009


March 31, 2008(In thousands)Finished goods

$
24,205


$
28,597Less inventory allowances


(3,514
)


(3,876
)$
20,691


$
24,721   NOTE 3 
    RELATED PARTY TRANSACTIONS
    Majority
    Shareholder
  Grandes Ownership Interest in
    Emerson.
  Related
    Party Transactions
  Product Sourcing Transactions.
 40




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Sales of goods.
  Leases and Other Real Estate
    Transactions.
          Toy Musical Instruments.
 41




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Freight Forwarding Services.
  Hong Kong Electronics Fairs
    (HKEF).
   42




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other.
               43




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 4 
    PROPERTY,
    PLANT, AND EQUIPMENT:    2009


2008(In thousands)Computer equipment & software


2,930



2,831Furniture and fixtures


1,783



1,902Machinery and equipment


737



1,503Leasehold improvements


672



6726,122



6,908Less accumulated depreciation and amortization


(4,983
)


(5,427
)$
1,139


$
1,481     NOTE 5 
    OTHER INTANGIBLE ASSETS
    WeightedGross







AverageCarrying

Amortization

Accumulated

Amortization

AmortizationFiscal Year Ended March 31, 2009

Amount

Expense

Amortization

Period

Period(In thousands)Amortizable Intangible AssetsTrademarks

$
361


$
24


$
106


15 years

15 years   WeightedGross







AverageCarrying

Amortization

Accumulated

Amortization

AmortizationFiscal Year Ended March 31, 2008

Amount

Expense

Amortization

Period

Period(In thousands)Amortizable Intangible AssetsTrademarks

$
361


$
32


$
82


15 years

15 years     2010

$
242011


242012


242013


242014


24Thereafter


135$
255  44




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 6 
    BORROWINGS:
  Short-term
    Borrowings
    Long-term
    Borrowings
    2009


2008(In thousands)Capitalized lease obligations and other

$
144


$
224144



224Less current maturities


85



82Long-term debt and notes payable

$
59


$
142             2010

$
852011


402012


19Thereafter


Total


144Less current portion


85Total long term portion

$
59  45




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 7 
    INCOME TAXES:
  2009


2008(In thousands)Current:Federal

$



$
Foreign, state and other


53



321Prior year state and local






2,656Deferred:Federal


(108
)


(1,486
)Foreign, state and other


(35
)


(64
)$
(90
)

$
1,427       2009


2008(In thousands)Statutory benefit

$
(1,453
)

$
(2,602
)Foreign subsidiary


1,197



977State taxes


18



1,881Permanent differences






26Expiration of NOL


768



873State tax expensed in a prior year






(748
)Valuation allowance


(611
)


768Other, net


(9
)


252Total income tax (benefit)

$
(90
)

$
1,427  46




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008(In thousands)Deferred tax assets:Current:Accounts receivable reserves

$
2,494


$
2,030Inventory reserves


2,132



2,207Accruals


542



1,009Stock warrants


166



166Non-current:Property, plant, and equipment


308



249Impairment of auction rate securities


828



781Net operating loss carryforwards


5,584



5,587Stock compensation


78



78Gross deferred tax assets


12,132



12,107Valuation allowances


(157
)


(768
)Total deferred tax assets


11,975



11,339Deferred tax liabilities:Current:Accruals






Non-current:Capital lease expense


87



57Total Deferred Tax Liabilities


87



57Net deferred tax assets

$
11,888


$
11,282     Loss Year (Fiscal)

Included in DTA

Footnote

Expiration Year (Fiscal)1997

4.6

[1]

20121999

1.3

[1]

20192008

7.8

[1]

20282009

2.2

[1]

2029     [1]
    As of August 29, 2006 the overall deduction Emerson may
    utilize each year against its taxable income is limited to
    $5.9 million by IRC section 382.    Loss Year (Fiscal)

Included in DTA

Expiration Year (Fiscal)2008

2.7

20152009

2.1

2016    47




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          In 000sTotal amount of unrecognized tax benefits as of April 1,
    2008

$
149Gross 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


(28
)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,
    2009

$
121         Jurisdiction

Open Tax YearsU.S. federal


2005-2008States


2005-2008    48




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  FIN 48-1 FIN 48-1). FIN 48-1 FIN 48-1
  NOTE 8 
    COMMITMENTS AND CONTINGENCIES:
  Leases
    and royalties:
    MinimumRental Commitments


RoyaltyFiscal Years

Amount


Affiliate


Non-Affiliate


Commitments2010

$
2,424


$
279


$
1,758


$
3872011


1,203







1,203



2012


424







424



2013


93







93



Thereafter














Total

$
4,144


$
279


$
3,478


$
387     Letters
    of Credit:
    Capital
    Expenditure and Other Commitments:
    Employee
    Benefit Plan:
    NOTE 9 
    STOCK BASED COMPENSATION:
   49




---



##### Table of Contents



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


Weighted AverageOptions


Exercise PriceOutstanding  April 1, 2007


357,334


$
3.04Exercised


(20,000
)


2.62Cancelled


(300,000
)


3.16Outstanding  March 31, 2008


37,334


$
2.32Cancelled


(3,334
)


1.00Outstanding  March 31, 2009


34,000


$
2.45Exercisable at March 31, 2009


34,000


$
2.45     Options Outstanding


Options ExercisableWeighted


WeightedAverage


Average





WeightedAmount


Remaining


Exercise


Amount


AverageRange of Exercise Prices

Outstanding


Contractual Life


Price


Exercisable


Exercise Price$1.00


9,000



1.3


$
1.00



9,000


$
1.00$2.97


25,000



5.6



2.97



25,000



2.9734,000



4.4


$
2.45



34,000


$
2.45       Non-Employee
 50




---



##### Table of Contents



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


Weighted AverageOptions


Exercise PriceOutstanding  April 1, 2007


275,000


$
3.15Cancelled


(100,000
)


3.11Outstanding  March 31, 2008


175,000


$
3.18Cancelled


(75,000
)


3.19Outstanding  March 31, 2009


100,000


$
3.17Exercisable at March 31, 2009


83,334


$
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



6.8


$
3.07



25,000


$
3.07$3.19


50,000



7.6



3.19



33,334



3.19$3.23


25,000



6.7



3.23



25,000



3.23100,000



7.2


$
3.17



83,334


$
3.17     NOTE 10  SHAREHOLDERS
    EQUITY:
  Common
    Shares:
    Common
    Stock Repurchase Program:
    Series A
    Preferred Stock:
   51




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Warrants:
      NOTE 11 
    FINANCIAL INSTRUMENTS:
      NOTE 12 
    MARKETABLE SECURITIES:
   52




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 13 
    NET EARNINGS PER SHARE:
    2009


2008Numerator:Loss from continuing operations for basic and diluted earnings
    per share

$
(4,183
)

$
(8,963
)Denominator:Denominator for basic earnings per share  weighted
    average shares


27,130



27,126Effect of dilutive securities on denominator:Options and warrants






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


27,130



27,126Loss from continuing operationsBasic and diluted loss per share

$
(.16
)

$
(.33
)     NOTE 14 
    LICENSE AGREEMENTS:
  and/or
    tm tm tm
  ®
 53




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  ®
    NOTE 15 
    LEGAL PROCEEDINGS:
  In re: Emerson Radio Shareholder Derivative
    Litigation.
    NOTE 16 
    BUSINESS SEGMENT INFORMATION AND MAJOR CUSTOMERS:
    Year Ended March 31, 2009U.S.


Foreign


ConsolidatedNet third party revenue

$
198,831


$
1,750


$
200,581Loss before income taxes

$
(4,120
)

$
(153
)

$
(4,273
)Identifiable assets

$
83,141


$
2,903


$
86,044   Year Ended March 31, 2008U.S.


Foreign


ConsolidatedNet third party revenue

$
218,784


$
4,017


$
222,801Loss before income taxes

$
(7,262
)

$
(274
)

$
(7,536
)Identifiable assets

$
83,237


$
4,692


$
87,929    54




---



##### Table of Contents



EMERSON
    RADIO CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 17 
    DISCONTINUED OPERATIONS:
     55




---



##### Table of Contents



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).
     56




---



##### Table of Contents



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,
  Item 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES  Form 10-K,
 57




---



##### Table of Contents



PART IV
  Item 15.
    EXHIBITS,
    FINANCIAL STATEMENTS AND SCHEDULES  List of Financial Statements, Financial Statement
    Schedules, and Exhibits.
  Financial Statements. Form 10-K:
              Financial Statement Schedules.
    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).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).10
.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) 58




---



##### Table of Contents



ExhibitNumber10
.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 28, 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 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
.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
.13.4

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
.13.3

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
.13.5

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 28, 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 7, 2008).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).10
.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 28, 2005).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). 59




---



##### Table of Contents



ExhibitNumber10
.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).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, 2009.*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




---



##### Table of Contents



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

Chairman of the Board of the Directors

July 14, 2009/s/  Eduard
    WillEduard
    Will

Vice Chairman of the Board of Directors

July 14, 2009/s/  Adrian
    MaAdrian
    Ma

Chief Executive Officer
    (Principal Executive Officer) and Director

July 14, 2009/s/  Greenfield
    PittsGreenfield
    Pitts

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

July 14, 2009/s/  Duncan
    HonDuncan
    Hon

Director

July 14, 2009/s/  Mirzan
    MahathirMirzan
    Mahathir

Director

July 14, 2009/s/  Kareem
    E. SethiKareem
    E. Sethi

Director

July 14, 2009/s/  Terence
    A. SnellingsTerence
    A. Snellings

Director

July 14, 2009  61