##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
 (Amendment No. 1)
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year ended March 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-07731
 EMERSON RADIO CORP.
  Delaware
    
    22-3285224(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)85 Oxford Drive, Moonachie, NJ
    
    07074(Address of principal executive offices)
    
    (Zip Code)
   Title of each class
    
    Name of each exchange on which registeredCommon Stock, par value $.01 per share
    
    NYSE Amex
  o þ
 o þ
 þ o
 o
 o o
  o Large accelerated filer
    
    o Accelerated filer
    
    o Non-accelerated filer
    
    þ Smaller reporting company(Do not check if a smaller reporting company)
 o þ




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##### 



EXPLANATORY NOTE
   TABLE OF CONTENTS
 Item
    
    PagePart III 10. Directors, Executive Officers and Corporate Governance
    
    311. Executive Compensation
    
    612. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    913. Certain Relationships and Related Transactions and Director Independence
    
    1014. Principal Accountant Fees and Services
    
    12Part IV 15. Exhibits and Financial Statements
    
    14Signatures
    
    15Exhibit IndexEX-31.1EX-31.2EX-32




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PART III
 ITEM 10  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors
  Year FirstBecameName
    
    Age
    
    Director
    
    Principal Occupation or EmploymentChristopher Ho
    
    
    59
    
    
    
    2006
    
    
    Christopher Ho has served as the
Companys Chairman since July
2006. Mr. Ho is presently the
Chairman of The Grande Holdings
Ltd. (Grande Holdings), a Hong
Kong based group of companies
engaged in a number of businesses
including the manufacture, sale
and distribution of audio, video
and other consumer electronics
and video products. Grande
Holdings beneficially holds
approximately 56.2% of the
Companys outstanding common
shares. Mr. Ho also currently
serves as Chairman of Lafe
Corporation Limited, a company
listed on the Singapore Exchange.
Mr. Ho graduated with a Bachelor
of Commerce degree from the
University of Toronto in 1974. He
is a member of the Canadian
Institute of Chartered
Accountants as well as a member
of the Society of Management
Accountants of Canada. He also is
a certified public accountant
(Hong Kong) and a member of the
Hong Kong Society of Accountants.
He was a partner in an
international accounting firm
before joining Grande Holdings
and has extensive experience in
corporate finance, international
trade and manufacturing. 
Based on Mr. Hos position as
Chairman of the Companys largest
beneficial owner and his
experience in the consumer
electronics industry, the Board
of Directors (the Board)
believes that he is well
qualified to serve as a director
of the Company.Adrian Ma (1)
    
    
    65
    
    
    
    2006
    
    
    Adrian Ma, a director of the
Company since March 30, 2006, has
been the Companys Chief
Executive Officer since March 30,
2006 and also served as its
Chairman from March 30, 2006
through July 26, 2006. In
addition, Mr. Ma is a director of
Grande Holdings. He has more than
30 years experience as an
Executive Chairman, Executive
Director and Managing Director of
various organizations focused
primarily in the consumer
electronics industry. Mr. Ma also
is Director of Lafe Corporation
Ltd. and Chairman of Sansui
Electric Co. Ltd.
Based on Mr. Mas position as a
director of the Companys largest
beneficial owner, his experience
in the consumer electronics
industry, and his role as Chief
Executive Officer of the Company,
the Board believes that he is
well qualified to serve as a
director of the Company.Greenfield Pitts
    
    
    60
    
    
    
    2006
    
    
    Greenfield Pitts has served as
the Companys Chief Financial
Officer since February 2007 and a
director since March 2006. Mr.
Pitts has a 30-year background in
international banking and was
associated with Wachovia Bank,
the Companys present lender, for
more than 25 years, with
assignments in London, Atlanta
and Hong Kong. From 1997 to 2006,
he was in Hong Kong managing a
joint venture between Wachovia
and HSBC, later working in
Corporate Finance for Wachovia
Securities.
Based on Mr. Pitts background in
international banking and finance
and his role as Chief Financial
Officer of the Company, the Board
believes that he is well
qualified to serve as a director
of the Company.Eduard Will (1) (3)
    
    
    68
    
    
    
    2006
    
    
    Eduard Will has been the
Companys Vice Chairman since
October 2007 and a director since
July 2006. From July 2006 until
October 2007, Mr. Will served as
the Companys President- North
American Operations. Prior to
becoming President- North
American Operations, Mr. Will was
the Chairman of the Companys
Audit Committee from January 2006
through July 2006. From 2001 to
2002 Mr. Will served as Chief
Executive Officer of Boca
Research, Inc. Mr. Will has more
than 37 years experience as a
merchant banker, senior advisor
and director




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##### Table of Contents



Year FirstBecameName
    
    Age
    
    Director
    
    Principal Occupation or Employmentof various public
and private companies. Presently,
Mr. Will is serving on the Board
of Directors or acting as Senior
Adviser to Ricco Capital
(Holdings) Ltd. (Hong Kong),
South East Group (Hong Kong) and
Integrated Data Corporation. 
Based on Mr. Wills background in
merchant banking and service on a
variety of corporate boards, the
Board believes that he is well
qualified to serve as a director
of the Company.Duncan Hon
    
    
    49
    
    
    
    2009
    
    
    Duncan Hon was appointed as the
Companys Deputy Chief Executive
Officer in November 2009 and a
director since February 2009.
Mr. Hon also serves as Chief
Executive Officer of the Branded
Distribution Division of Grande
Holdings. Mr. Hon has also served
as a director of Grande and
several of its subsidiaries. Mr.
Hon currently serves as a
director and deputy Chairman of
the Board of Sansui Electric Co.
Ltd., which is listed on the
Tokyo Stock Exchange. From 2004
to 2007, Mr. Hon served as a
director of Smart Keen
International Limited, a Hong
Kong company, providing financial
consulting services.
He is a member of the Hong
Kong Institute of Certified
Public Accountants and the
Association of Chartered
Certified Accountants. 
Based on Mr. Hons position as an
executive for the Companys
largest beneficial owner, his
experience in management and
accounting, and his role as the
Companys Deputy Chief Executive
Officer, the Board believes that
he is well qualified to serve as
a director of the Company.Mirzan Mahathir (1)
(3)
    
    
    51
    
    
    
    2007
    
    
    Mirzan Mahathir has been a
director since December 2007. Mr.
Mahathir currently manages his
investments in Malaysia and
overseas while facilitating
business collaboration in the
region. Previously, Mr. Mahathir
worked for IBM Corporation and
Salomon Brothers. Since 1992, Mr.
Mahathir has served as the
Executive Chairman and President
of Konsortium Logistik Berhad, a
Malaysian logistic solutions
Provider listed on the Kuala
Lumpar Stock Exchange. He also is
the Chairman and CEO of Crescent
Capital Sdn Bhd, a Malaysian
investment holding and
independent strategic and
financial advisory firm which he
founded and the President of the
Asian Strategy and Leadership
Institute (ASLI), a leading
organizer of business
conferences, secretariat for
business councils and Public
Policy research centre.
Currently, Mr. Mahathir holds
directorships in Petron
Corporation and AHB Holdings
Berhad, companies listed on the
Bursa Malaysia, and Lafe
Corporation Ltd., a company
listed on the Singapore Exchange.
He is also a member of the
Wharton Business School Asian
Executive Board. During the past
five years, Mr. Mahathir served
on the board of directors of
Worldwide Holdings Berhad and San
Miguel Corporation. During the
past five years, Mr. Mahathir
also served as a member of the
UN/ESCAP Business Advisory
Council and the American Bureau
of Shipping Southeast Asia
Committee. 
Based on Mr. Mahathirs executive
management and directorship
experience, the Board believes
that he is well qualified to
serve as a director of the
Company.Kareem E. Sethi
(2) (3)
    
    
    33
    
    
    
    2007
    
    
    Kareem E. Sethi has been a
director since December 2007. Mr.
Sethi has served as Managing
Director of Streetwise Capital
Partners, Inc. since 2003. From
1999 until 2003, Mr. Sethi was
Manager, Business Recovery
Services for
PricewaterhouseCoopers Inc. 
Based on Mr. Sethis experience
in accounting, corporate finance
and portfolio management, the
Board believes that he is well
qualified to serve as a director
of the Company.Terence A.
Snellings (2)
    
    
    60
    
    
    
    2008
    
    
    Terence A. Snellings has been a
director since August 2008.
Mr. Snellings has served as
Director of Finance and
Administration of Refugee
Resettlement and Immigration
Services of Atlanta, Inc., a
non-profit agency that provides
an entry into the American
culture for refugees. From 1986
until April 2006, Mr. Snellings
served as Managing Director of
Wachovia Services, Ltd., where he
managed investment banking
origination activities of the
Asia-Pacific Group within
Wachovia Securities Corporate and
Investment Banking Division.Based on Mr. Snellings
experience in international
banking and finance, the Board
believes that he is well
qualified to serve as a director
of the Company.
 
 (1)
    
    Member of the Corporate Governance, Nominating and Compensation Committee(2)
    
    Member of the Audit Committee(3)
    
    Member of the Related Party Transaction Review Committee




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Board of Directors and Committees
       Codes of Ethics




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www.emersonradio.com
 Executive Officers
  YearName
    
    Age
    
    Position
    
    Became OfficerAdrian Ma
    
    
    65
    
    
    Chief Executive Officer and Director
    
    
    2006Duncan Hon
    
    
    49
    
    
    Deputy Chief Executive Officer and Director
    
    
    2009Greenfield Pitts
    
    
    60
    
    
    Chief Financial Officer and Director
    
    
    2007
 Adrian Ma
 Duncan Hon
 Greenfield Pitts
 Section 16(a) Beneficial Ownership Reporting Compliance
    
 ITEM 11   EXECUTIVE COMPENSATION AND OTHER INFORMATION
 Summary Compensation Table




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All OtherName and
    
    Fiscal
    
    
    
    
    
    
    
    
    
    Option
    
    CompensationPrincipal Position
    
    Year
    
    Salary($)
    
    Bonus($)(1)
    
    Awards($)(2)
    
    ($)
    
    Total ($)Adrian Ma
    
    
    2010
    
    
    $
    350,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    350,000President and
    
    
    2009
    
    
    $
    350,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    350,000Chief Executive OfficerDuncan Hon (3)
    
    
    2010
    
    
    $
    150,000
    
    
    
    
    
    
    
    
    
    
    $
    87,404
    (4)
    
    $
    237,404Deputy Chief Executive Officer
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Greenfield Pitts
    
    
    2010
    
    
    $
    250,000
    
    
    
    
    
    
    
    
    
    
    $
    20,153
    (5)
    
    $
    270,153Chief Financial Officer
    
    
    2009
    
    
    $
    250,000
    
    
    
    
    
    
    
    
    
    
    $
    23,459
    
    
    $
    273,459John Spielberger (6)
    
    
    2010
    
    
    $
    250,000
    
    
    
    
    
    
    
    
    
    
    $
    23,181
    (5)
    
    $
    273,181Former President  North American Operations
    
    
    2009
    
    
    $
    250,000
    
    
    
    
    
    
    
    
    
    
    $
    23,461
    
    
    $
    273,461
 
 (1)
    
    Represents bonus paid for such fiscal year.(2)
    
    Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718
for stock options awarded in the applicable fiscal year. There were no stock options awarded
during the fiscal years ended March 31, 2010 or March 31, 2009.(3)
    
    Mr. Hon was appointed as the Companys Deputy Chief Executive Officer on November 10, 2009
and began receiving a salary effective October 1, 2009.(4)
    
    Represents $85,000 paid by the Company on behalf of Mr. Hon to settle Mr. Hons U.S. federal
and state income tax liabilities related to U.S. sourced income earned by him from all sources
in fiscal 2010, and $2,404 paid by the Company for medical insurance for Mr. Hon during fiscal
2010.(5)
    
    Represents the incremental cost to the Company of all personnel benefits, including medical
and dental insurance and the Companys match for its 401(K) plan, to our Named Executive
Officers. Such personnel benefits are available to all employees of the Company in accordance
with the Companys standard employment practices.(6)
    
    Mr. Spielberger gave notice to the Company of his resignation as the Companys President 
North American Operations on December 15, 2009, and his employment with the Company terminated
on March 15, 2010. Employment Agreements.
  Duncan Hon.
 Greenfield Pitts.
 John Spielberger.




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Outstanding Equity Awards at Fiscal Year End
  Outstanding Equity Awards at Fiscal Year-End
 Option AwardsNumber of
    
    Number ofSecurities
    
    SecuritiesUnderlying
    
    UnderlyingUnexercised
    
    UnexercisedOptions (#)
    
    Options (#)
    
    Option Exercise
    
    Option ExpirationName
    
    Exercisable
    
    Unexercisable
    
    Price ($)
    
    DateAdrian Ma
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    Duncan Hon
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    Greenfield Pitts
    
    
    25,000
    
    
    
    0
    
    
    $
    3.19
    
    
    
    11/21/2016John Spielberger
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    
 Compensation of Directors




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Directors Compensation
 FeesEarned
    
    
    
    
    
    All Otheror Paid in
    
    
    
    
    
    CompensationName
    
    Cash ($)
    
    Option Awards ($)(1)
    
    ($)
    
    Total ($)Christopher Ho
    
    $
    45,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    45,000Mirzan Mahathir
    
    $
    65,838
    
    
    $
    0
    
    
    $
    0
    
    
    $
    65,838Kareem E. Sethi
    
    $
    60,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    60,000Terence A. Snellings
    
    $
    60,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    60,000Eduard Will
    
    $
    65,838
    
    
    $
    0
    
    
    $
    0
    (2)
    
    $
    65,838
 
 (1)
    
    Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718
for stock options awarded in the applicable fiscal year. There were no stock options awarded
during the fiscal years ended March 31, 2010 or March 31, 2009.(2)
    
    Prior to Fiscal 2010, the Company had a policy of offering to provide health care insurance
to each of its Outside Directors. Mr. Will is the only current Outside Director who elected
to receive health care insurance through the Company. During Fiscal 2010, the Company decided
to reverse this policy with retroactive effect and to recover the monies paid for such health
care insurance from the applicable Outside Directors by offsetting such monies against future
board fees over a thirty month period. Accordingly and as agreed between the Company and Mr.
Will, the Company will be recovering over a thirty month period the $28,177 it paid for Mr.
Wills health insurance premiums after the date on which Mr. Will became an Outside Director
and through March 31, 2010. Furthermore, the Company paid $16,233 for cell phone charges for
Mr. Will after the date on which Mr. Will became an Outside Director and through March 31,
2010, and, as agreed between the Company and Mr. Will, the Company will be recovering such
monies by offsetting against future board fees over a thirty month period.During Fiscal 2010, the Company recovered $8,496 from Mr. Will in accordance with terms of the
above arrangement. 
 ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  Amount and Nature ofName and Address of Beneficial Owners
    
    Beneficial Ownership (1)
    
    Percent of Class (1)Christopher Ho (2)
    
    
    15,243,283
    
    
    
    56.2
    %Adrian Ma
    
    
    0
    
    
    
    0
    %Duncan Hon
    
    
    0
    
    
    
    0
    %Greenfield Pitts (3)
    
    
    50,000
    
    
    
    *Mirzan Mahathir
    
    
    0
    
    
    
    0
    %Kareem E. Sethi
    
    
    0
    
    
    
    0
    %Terence A. Snellings
    
    
    0
    
    
    
    0
    %Eduard Will (4)
    
    
    50,000
    
    
    
    *John Spielberger
    
    
    0
    
    
    
    0
    %Lloyd I. Miller, III (5)
    
    
    2,268,321
    
    
    
    8.4
    %All Directors and Executive Officers as a Group (9 persons) (6)
    
    
    15,343,283
    
    
    
    56.5
    %
 
 (*)
    
    Less than one percent.(1)
    
    Based on 27,129,832 shares of common stock outstanding as of July 29, 2010. Each beneficial
owners percentage ownership of common stock is determined by assuming that options that are
held by such person (but not those held by any other person) and that are exercisable or
convertible within 60 days of July 29, 2010 have been exercised. Except as otherwise
indicated, the beneficial ownership table does not include common stock issuable upon exercise
of outstanding options, which are not currently exercisable within 60 days of July 29, 2010.
Except as otherwise indicated and based upon the Companys review of information




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as filed with the U.S. Securities and Exchange Commission (SEC), the Company believes that the
beneficial owners of the securities listed have sole investment and voting power with respect to
such shares, subject to community property laws where applicable.(2)
    
    S&T International Distribution Ltd. (S&T) is the record owner of 15,243,283 shares of
common stock (the Shares). As the sole stockholder of S&T, Grande N.A.K.S. Ltd. (N.A.K.S.)
may be deemed to own beneficially the Shares. As the sole stockholder of N.A.K.S., Grande
Holdings may be deemed to own beneficially the Shares. Mr. Ho is one of the beneficiaries
under a discretionary trust which owns approximately 70% of the capital stock of Grande
Holdings. Information with respect to the ownership of these shares was obtained from
disclosures contained within a Schedule 13D/A filed on October 19, 2009 and information
obtained from Grande Holdings.(3)
    
    Mr. Pitts ownership consists of 25,000 shares of
common stock directly owned by him and options to purchase 25,000 shares of the Companys common
stock issued pursuant to Emersons 2004 Non-Employee Director Stock Option Plan that are
exercisable within 60 days of July 29, 2010.(4)
    
    Mr. Wills ownership consists of options to purchase 50,000 shares of the Companys common
stock pursuant to Emersons 2004 Non-Employee Director Stock Option Plan that are exercisable
within 60 days of July 29, 2010.(5)
    
    Lloyd I. Miller, III has sole voting and dispositive power with respect to 752,391 of the
reported securities as (i) a manager of a limited liability company that is the general
partner of a certain limited partnership, (ii) settler of an individual retirement account,
(iii) a participant in a pension plan and and (iv) an individual. Lloyd I. Miller, III has
shared voting and dispositive power with respect to 1,515,930 of the reported securities as an
investment advisor to the trustee of certain family trusts. The address of Lloyd Miller, III
is 4550 Gordon Drive, Naples, Florida 34102. Information with respect to the ownership of
these shares was obtained from a Schedule 13G filed with the SEC on February 12, 2010.(6)
    
    See footnotes (2) through (4). Equity Compensation Plan Information
  Number of securities to be
    
    Weighted average exercise
    
    Number of securitiesissued upon exercise of
    
    price of outstanding
    
    remaining available foroutstanding options,
    
    options, warrants and
    
    future issuance underwarrants and rights
    
    rights
    
    equity compensation plans(a)
    
    (b)
    
    (c)Equity compensation plans approved by security holders
    
    
    77,000
    
    
    $
    3.09
    
    
    
    2,923,000
 
 ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  Majority Shareholder
 Grandes Ownership Interest in Emerson.
 Related Party Transactions
 Sales of goods.




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Leases and Other Real Estate Transactions.
 Rented Space in Hong Kong
      Rented Space in the Peoples Republic of China
    Other.




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Review and Approval of Transactions with Related Parties
  Director Independence
     
 ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES




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Ø
    
    Audit Fees.Audit fees billed to the Company by MSPC for the audit of the financial
statements included in the Companys Annual Reports on Form 10-K, and reviews by MSPC of the
financial statements included in the Companys Quarterly Reports on Form 10-Q, for the fiscal
years ended March 31, 2009 and 2010 totaled approximately $270,000 and $283,500,
respectively.Ø
    
    Audit-Related Fees. The Company was billed approximately $125,000 and $131,250 by MSPC for
the fiscal years ended March 31, 2009 and 2010, respectively, for assurance and related
services that are reasonably related to the performance of the audit or review of the
Companys financial statements and are not reported under the caption Audit Feesabove.
Audit-related fees were principally related to procedures in connection with the audit of the
Companys majority shareholders consolidated financial statement for its fiscal years ended
December 31, 2008 and December 31, 2009, portions of which were credited to our audit fees
for the audit of our financial statements for our fiscal years ended March 31, 2009 and March
31, 2010.Ø
    
    Tax Fees.MSPC billed the Company an aggregate of $70,000 and $73,500 for the fiscal years
ended March 31, 2009 and 2010, respectively, for tax services, principally related to the
preparation of income tax returns and related consultation.Ø
    
    All Other Fees.The Company was not billed by MSPC for the fiscal years ended March 31,
2009 and 2010, respectively, for any permitted non-audit services.




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##### Table of Contents



PART IV.
 ITEM 15  Exhibits, Financial Statement Schedules
 Exhibits
 Exhibit Number31.1
    
    
    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.




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##### Table of Contents



SIGNATURES
  EMERSON RADIO CORP.
 By:
    /s/ Adrian MaAdrian MaChief Executive Officer   /s/ Christopher Ho

Christopher Ho
    
    Chairman of the Board of Directors
    
    July 29, 2010/s/ Eduard Will

Eduard Will
    
    Vice Chairman of the Board of Directors
    
    July 29, 2010/s/ Adrian Ma

Adrian Ma
    
    Chief Executive Officer
(Principal Executive Officer) and Director
    
    July 29, 2010/s/ Duncan Hon

Duncan Hon
    
    Deputy Chief Executive Officer and Director
    
    July 29, 2010/s/ Greenfield Pitts

Greenfield Pitts
    
    Chief Financial Officer
(Principal Financial and Accounting Officer) and Director
    
    July 29, 2010/s/ Mirzan Mahathir

Mirzan Mahathir
    
    Director
    
    July 29, 2010/s/ Kareem E. Sethi

Kareem E. Sethi
    
    Director
    
    July 29, 2010/s/ Terence A. Snellings

Terence A. Snellings
    
    Director
    
    July 29, 2010