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<SEC-DOCUMENT>0001125282-06-004152.txt : 20060719
<SEC-HEADER>0001125282-06-004152.hdr.sgml : 20060719
<ACCEPTANCE-DATETIME>20060719123929
ACCESSION NUMBER:		0001125282-06-004152
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20060713
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060719
DATE AS OF CHANGE:		20060719

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EMERSON RADIO CORP
		CENTRAL INDEX KEY:			0000032621
		STANDARD INDUSTRIAL CLASSIFICATION:	HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651]
		IRS NUMBER:				223285224
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0402

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07731
		FILM NUMBER:		06968854

	BUSINESS ADDRESS:	
		STREET 1:		NINE ENTIN RD
		STREET 2:		PO BOX 430
		CITY:			PARSIPPANY
		STATE:			NJ
		ZIP:			07054-0430
		BUSINESS PHONE:		9738845800

	MAIL ADDRESS:	
		STREET 1:		NINE ENTIN RD
		CITY:			PARSIPPANY
		STATE:			NJ
		ZIP:			07054

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MAJOR ELECTRONICS CORP
		DATE OF NAME CHANGE:	19770921
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>b414079_8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): July 13, 2006

                               EMERSON RADIO CORP.
               (Exact Name of Registrant as Specified in Charter)

         Delaware                    001-07731                 22-3285224
         --------                    ---------                 ----------
(State Or Other Jurisdiction        (Commission               (IRS Employer
     Of Incorporation)              File Number)            Identification No.)

             9 Entin Road, Parsippany, New Jersey                 07054
             ------------------------------------                 -----
           (Address of Principal Executive Offices)            (Zip Code)

       Registrant's telephone number, including area code: (973) 884-5800

                                 Not Applicable
                                 --------------
            (Former Address, if changed since Last Report) (Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



<PAGE>


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On July 13, 2006, Emerson Radio Corp. (the "Company") and Funai
Corporation, Inc. ("Funai") entered into an amendment (the "Funai Amendment") to
the License Agreement, effective January 1, 2001, between the Company and Funai,
as amended (the "License Agreement"), pursuant to which the term of the License
Agreement was extended until December 31, 2010. The License Agreement provides
that Funai will manufacture, market, sell and distribute specified products
bearing the Company logo trademark to customers in U.S. and Canadian markets.
Under the terms of the agreement, the Company will receive non-refundable
minimum annual royalty payments of $4.3 million each calendar year and a license
fee on sales of products subject to the License Agreement in excess of the
minimum annual royalties.

         On July 17, 2006, the Company issued a press release announcing the
Funai Amendment. A copy of this press release is being filed as Exhibit 99.1 to
this Current Report on Form 8-K.

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On July 17, 2006, the Company issued a press release regarding results
for the year ended March 31, 2006. A copy of this press release is being
furnished as Exhibit 99.2 to this Current Report on Form 8-K.

         The information in this report under Item 2.02 is being furnished
pursuant to Item 2.02 of Form 8-K, insofar as it discloses historical
information regarding the Company's results of operations and financial
condition as of, and for the year ended March 31, 2006. In accordance with
General Instructions B.2 of Form 8-K, the information in this Current Report on
Form 8-K under Item 2.02, including Exhibit 99.2, shall not be deemed "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, except as shall be expressly set forth by specific reference in such
a filing.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
          APPOINTMENT OF PRINCIPAL OFFICERS.

         On July 13, 2006, the Board of Directors of the Company appointed John
Florian as the Principal Financial Officer and Secretary of the Company.

         Mr. Florian, 49, is presently the Corporate Controller, the Deputy
Chief Financial Officer and Principal Accounting Officer of the Company. Mr.
Florian has served as the Corporate Controller of Emerson since January 2005, as
Deputy Chief Financial Officer since May 2006 and as Principal Accounting
Officer since June 2006, and will retain those titles. From 2002 to 2004, Mr.
Florian held the position of US Controller at DSM Nutritional Products, Inc.,
formerly Roche Vitamins Inc. and Hoffmann-LaRoche ("DSM"). From 2000 to 2002, he
served as Director of Financial Accounting of DSM and, prior to 2000, Mr.
Florian served as a Financial Management Analyst at DSM. Mr. Florian attended
William Paterson College where he earned a BA in Accounting and is a member of
the New Jersey State Society of Certified Public Accountants (NJSCPA).


                                      -2-
<PAGE>

         As previously reported, Mr. Florian was appointed Deputy CFO on an
at-will basis, in accordance with the terms set forth in an offer letter to him
which he accepted in May 2006. In accordance with the offer letter, Mr. Florian
receives an annual salary of $135,000 and other benefits consistent with the
Company's standard employee benefit package, including medical and long term
disability coverage, participation in the Company's 401K plan, vacation time and
company holidays.

Forward Looking Statements
- --------------------------

         This Current Report on Form 8-K, including Exhibit 99.1, contains
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, such as the Company's expected
revenues for the fiscal quarter ending June 30, 2006. Forward-looking statements
typically are identified by use of terms such as "may," "will," "should,"
"plan," "expect," "anticipate," "estimate" and similar words, although some
forward-looking statements are expressed differently. Forward-looking statements
represent our management's judgment regarding future events. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, the Company can give no assurance that such
expectations will prove to be correct. All statements other than statements of
historical fact included in this Current Report on Form 8-K are forward-looking
statements. The Company cannot guarantee the accuracy of the forward-looking
statements, and you should be aware that the Company's actual results could
differ materially from those contained in the forward-looking statements due to
a number of factors, including the statements under "Risk Factors" contained in
the Company's reports filed with the Securities and Exchange Commission.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

         (d)  Exhibits

              Exhibit 10.1 -    Amendment to License Agreement, dated July 13,
                                2006, between Emerson Radio Corp. and Funai
                                Corporation, Inc.

              Exhibit 99.1 -    Press release, dated July 17, 2006, announcing
                                Amendment to License Agreement, dated July 13,
                                2006, between Emerson Radio Corp. and Funai
                                Corporation, Inc.

              Exhibit 99.2 -    Press release, dated July 17, 2006, regarding
                                results for the year ended March 31, 2006
                                (Exhibit 99.1 is furnished as part of this
                                Current Report on Form 8-K).


                                      -3-
<PAGE>


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                   EMERSON RADIO CORP.


                                   By: /s/ John J. Raab
                                       -------------------------------
                                       Name:  John J. Raab
                                       Title: Chief Operating Officer and
                                              Senior Executive Vice President

Dated: July 19, 2006


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>b414079_ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>


                                                                   Exhibit 10.1

                      EIGHTH AMENDMENT TO LICENSE AGREEMENT


         This Eighth Amendment to License Agreement is dated effective as of
June 22, 2006 and is made by and between Emerson Radio Corp. ("Licensor") and
Funai Corporation, Inc. ("Licensee").

         WHEREAS, Licensor and Licensee are parties to that License Agreement
dated effective January 1, 2001, as amended (collectively, the "Agreement")
which currently terminates on December 31, 2007; and

         WHEREAS, the parties hereto wish to extend the Agreement to December
31, 2010.

         NOW, THEREFORE, the parties agree to the following:

         1. Amendment of Section 3 of the Agreement. Section 3 of the Agreement
shall be amended to read in full as follows:

                  "(a) Subject to the earlier expiration or termination of this
         Agreement as provided in Section 9 or otherwise, this Agreement shall
         be effective as of the Effective Date and expire as of the close of
         business on December 31, 2010 ("Initial Term"). The parties agree that
         each September, beginning September 2009, they shall meet and discuss a
         one-year extension of the then expiration date of the Agreement, and
         the minimum royalties and gross sales projections for any such extended
         term, provided (i) Licensee has paid to Licensor all Royalties and
         Minimum Royalties payable for each Contract Year as set forth herein on
         Fourth Amended Exhibit C of this Agreement, and (ii) Licensee has
         satisfied and/or complied with all of its obligations hereunder. Each
         successive renewal period shall hereinafter be referred to as a
         "Renewal Term". "Initial Term" and "Renewal Term" shall collectively be
         referred to as "Term".

                  "(b) Notwithstanding any language herein to the contrary,
         should the parties not agree pursuant to Section 3(a) herein of an
         extension of the then expiration date of the Agreement or should the
         Agreement terminate, if at least one hundred twenty (120) days prior to
         the actual date of expiration or termination of this Agreement Licensor
         shall receive an offer from a third party for a license to use the
         Trademark on the Goods in the Territory, then in such case Licensor
         shall within ten (10) days thereafter notify Licensee in writing if it
         wishes to be granted by Licensor a license to use the Trademark on the
         Goods in the Territory pursuant to the same terms and conditions as
         those stated in such third party's offer. If Licensee so notifies
         Licensor in writing within thirty (30) days of its receipt of such
         notice that it is exercising such right of first refusal, then Licensor
         and Licensee shall enter into a formal written agreement signed by both
         parties and Licensor shall not grant such license to such third party
         or any other party. If Licensee does not timely notify Licensor that it
         is exercising such right of first refusal, then Licensor shall have the
         right to accept such offer from such third party and Licensee shall no
         longer have any rights pursuant to this Section 3(b), except that if
         Licensor shall in such case not agree to such offer from such third
         party, then Licensee's rights pursuant to this Section 3(b) shall
         continue to exist."

<PAGE>


         2. Capitalized Terms. All capitalized terms not defined herein shall
have the same meaning as in the Agreement.

         3. Counterparts/Telefax Signature. This Eighth Amendment and any future
amendments may be executed in several counterparts that together shall
constitute but one and the same amendment. A party's signature by telefax shall
be treated as if such document were signed in the original.

         4. All Other Provisions of the Agreement. All other provisions of the
Agreement not amended herein shall continue to have their full force and effect.

         IN WITNESS WHEREOF, this Eighth Amendment has been executed by the duly
authorized representative of each party effective as of the date first set forth
above.


EMERSON RADIO CORP.                            FUNAI CORPORATION, INC.
"Licensor"                                     "Licensee"


By: /s/ John J. Raab                           By: /s/ Tomonori Hayashi
    --------------------------                     ----------------------------
Name: John J. Raab                             Name: Tomonori Hayashi
Title: COO & Senior Executive                  Title: Chairman & Chief
       Vice President                                 Executive Officer




                                      -2-
<PAGE>


                            FOURTH AMENDED EXHIBIT C


I.       ANNUAL MINIMUM ROYALTY(IES) AND PAYMENT SCHEDULE
         ------------------------------------------------

         A.  FIRST CONTRACT YEAR (1/1/01-12/31/01):               $4,300,000

             Within 10 days of Licensee's signing        $   500,000
             January 2, 2001                             $   250,000
             April 30, 2001                              $   250,000
             July 31, 2001                               $ 1,000,000
             October 31, 2001                            $ 1,150,000
             January 31, 2002                            $ 1,150,000
                                                         -----------
             Total                                       $ 4,300,000

         B.  SECOND CONTRACT YEAR (1/1/02-12/31/02):              $4,300,000

             April 30, 2002                              $ 1,000,000
             July 31, 2002                               $ 1,000,000
             October 31, 2002                            $ 1,150,000
             January 31, 2003                            $ 1,150,000
                                                         ----------
             Total                                       $ 4,300,000

         C.  THIRD CONTRACT YEAR (1/1/03-12/31/03):               $4,300,000

             April 30, 2003                              $ 1,000,000
             July 31, 2003                               $ 1,000,000
             October 31, 2003                            $ 1,150,000
             January 31, 2004                            $ 1,150,000
                                                         -----------
             Total                                       $ 4,300,000

         D.  FOURTH CONTRACT YEAR (1/1/04-12/31/04):              $4,300,000

             April 30, 2004                              $ 1,000,000
             July 31, 2004                               $ 1,000,000
             October 31, 2004                            $ 1,150,000
             January 31, 2005                            $ 1,150,000
                                                         -----------
             Total                                       $ 4,300,000

         E.  FIFTH CONTRACT YEAR (1/1/05-12/31/05):               $4,300,000

             April 30, 2005                              $ 1,000,000
             July 31, 2005                               $ 1,000,000
             October 31, 2005                            $ 1,150,000
             January 31, 2006                            $ 1,150,000
                                                         -----------
             Total                                       $ 4,300,000


                                      -3-
<PAGE>


         F.  SIXTH CONTRACT YEAR (1/1/06-12/31/06):               $4,300,000

             April 30, 2006                              $1,000,000
             July 31, 2006                               $1,000,000
             October 31, 2006                            $1,150,000
             January 31, 2007                            $1,150,000
                                                         ----------
             Total                                       $4,300,000

         G.  SEVENTH CONTRACT YEAR (1/1/07-12/31/07):             $4,300,000

             April 30, 2007                              $1,000,000
             July 31, 2007                               $1,000,000
             October 31, 2007                            $1,150,000
             January 31, 2008                            $1,150,000
                                                         ----------
             Total                                       $4,300,000

         H.  EIGHTH CONTRACT YEAR (1/1/08-12/31/08):              $4,300,000

             April 30, 2008                              $1,000,000
             July 31, 2008                               $1,000,000
             October 31, 2008                            $1,150,000
             January 31, 2009                            $1,150,000
                                                         ----------
             Total                                       $4,300,000

         I.  NINTH CONTRACT YEAR (1/1/09-12/31/09):               $4,300,000

             April 30, 2009                              $1,000,000
             July 31, 2009                               $1,000,000
             October 31, 2009                            $1,150,000
             January 31, 2010                            $1,150,000
                                                         ----------
             Total                                       $4,300,000

         J.  TENTH CONTRACT YEAR (1/1/10-12/31/10):               $4,300,000

             April 30, 2010                              $1,000,000
             July 31, 2010                               $1,000,000
             October 31, 2010                            $1,150,000
             January 31, 2011                            $1,150,000
                                                         ----------
             Total                                       $4,300,000




                                      -4-
<PAGE>


II.      TOTAL MINIMUM SALES PROJECTIONS BY CONTRACT YEAR
         ------------------------------------------------

                  Year 1 -  $215,000,000 US
                  Year 2 -  $215,000,000 US
                  Year 3 -  $215,000,000 US
                  Year 4 -  $215,000,000 US
                  Year 5 -  $215,000,000 US
                  Year 6 -  $215,000,000 US
                  Year 7 -  $215,000,000 US
                  Year 8 -  $215,000,000 US
                  Year 9 -  $215,000,000 US
                  Year 10 - $215,000,000 US



                                      -5-



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>b414079_ex99-1.txt
<DESCRIPTION>EXHIBIT 99-1
<TEXT>
<PAGE>


                                                                   EXHIBIT 99.1
[EMERSON LOGO]
- -------------------------------------------------------------------------------


                               NEWS & INFORMATION
- -------------------------------------------------------------------------------


FOR:       EMERSON RADIO CORP.
           9 Entin Road
           Parsippany, NJ 07054-0430

CONTACT:   EMERSON RADIO CORP.           OR:    INVESTOR RELATIONS:
           John D. Florian                      Robert Maffei
           Deputy Chief Financial Officer       Investor Relations Manager
           (973) 428-2044                       (973) 428-2098

                                                EPOCH FINANCIAL GROUP, INC.
                                                Victor Thompson or
                                                Todd Atenhan
                                                (888) 917-5105

Monday, July 17, 2006

                              FOR IMMEDIATE RELEASE

 EMERSON RADIO ANNOUNCES THE RENEWAL OF LICENSE AGREEMENT WITH FUNAI CORPORATION

PARSIPPANY, NJ -- July 17, 2006 -- Emerson Radio Corp. (AMEX: MSN) announced
today that it has extended its license agreement with Funai Corporation, Inc.
("Funai") until December 31, 2010.

This extension continues the licensing relationship that started in January 2001
and has already generated in excess of $2.5 billion in sales of Emerson(R)
branded video products being distributed by Funai. The agreement continues with
annual minimum royalty payments to be received by Emerson for licensing the
Emerson(R) brand name to Funai. Under the terms of the license agreement, Funai
manufactures, markets and distributes DVD players and recorders, a variety of
televisions, including LCD (liquid crystal display) televisions, television
combinations, dual decks, VCRs and VCR DVR recorders that bear the Emerson(R)
brand name in North America.

In announcing the license extension, Adrian Ma, the Chairman and Chief Executive
Officer of Emerson, said "We are extremely pleased that Funai has again agreed
to extend the term of the license by an additional three years following the
December 2005 amendment that extended the term through December 2007. The
license agreement with Funai represents an excellent combination of Emerson's
strong brand presence and Funai's established leadership in the manufacturing
and distribution of quality video products."

Funai Corporation is a wholly owned subsidiary of Funai Electric Co., Ltd., of
Japan, a leading supplier in the North American DVD market. Funai Corporation's
web site is www.funai-corp.com.



                                      -1-
<PAGE>

Emerson Radio Corp. (AMEX:MSN - News), founded in 1948, is headquartered in
Parsippany, N.J. The Company designs, markets and licenses, throughout the
world, full lines of televisions and other video products, microwave ovens,
clocks, clock radios, audio and home theater products.

This release contains "forward-looking statements" made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements reflect management's current knowledge, assumptions,
judgment and expectations regarding future performance or events. Although
management believes that the expectations reflected in such statements are
reasonable, they give no assurance that such expectations will prove to be
correct and you should be aware that actual results could differ materially from
those contained in the forward-looking statements. Forward-looking statements
are subject to a number of risks and uncertainties, including the risk factors
detailed in the Company's reports as filed with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the year ended March
31, 2006. The Company assumes no obligation to update the information contained
in this news release.




                                      -2-



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>b414079_ex99-2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.2


[EMERSON LOGO]
- -------------------------------------------------------------------------------

                               NEWS & INFORMATION
- -------------------------------------------------------------------------------

FOR:       EMERSON RADIO CORP.
           9 Entin Road
           Parsippany, NJ 07054-0430

CONTACT:   EMERSON RADIO CORP.           OR:      INVESTOR RELATIONS:
           John D. Florian                        Robert Maffei
           Deputy Chief Financial Officer         Investor Relations Manager
           (973) 428-2044                         (973) 428-2098


                                                  EPOCH FINANCIAL GROUP, INC.
                                                  Victor Thompson or
                                                  Todd Atenhan
                                                  (888) 917-5105

Monday July 17, 2006


                              FOR IMMEDIATE RELEASE
                              ---------------------

                                YEAR-END RESULTS
                                ----------------


EARNINGS PER SHARE FOR THE YEAR ENDED MARCH 31, 2006 $ 0.61 VS. PRIOR YEAR
EARNINGS PER SHARE OF $ 0.22

PARSIPPANY, N.J. - JULY 17 2006 - Emerson Radio Corp. (AMEX:MSN) today announced
that its earnings for the fiscal year ended March 31, 2006 ("fiscal 2006")
totaled $16.6 million or $.61 per share. Of this amount, $3.7 million or $.13
per share represented income from continuing operations with the balance being
attributable primarily to the gain realized by Emerson on the sale of its
interest in Sport Supply Group, Inc., its previously consolidated partially
owned subsidiary. For the fiscal year ended March 31, 2005 ("fiscal 2005"),
Emerson earned $5.9 million or $.22 per share; all but $.8 million ($.03 per
share) of which was attributable to continuing operations.



                                      -1-
<PAGE>

While net revenues for fiscal 2006 ($233.8 million) were relatively unchanged
from those achieved in fiscal 2005 ($230.8 million), the revenue mix changed
substantially. Themed product sales tripled in fiscal 2006 to $50.7 million
largely due to increased Nickelodeon(R) branded product sales volume. On the
other hand, Emerson(R) product sales fell 13.5% to $175.4 million in fiscal 2006
as compared to $202.9 million in fiscal 2005. In addition, licensing revenues
decreased by $3.1 million to $7.7 million in fiscal 2006 compared to $10.8
million for fiscal 2005.

Cost of sales, as a percentage of net revenues, increased from 85.9% in fiscal
2005 to 87.2% in fiscal 2006 primarily due to lower margins on both themed and
Emerson(R) branded products. SG&A, as a percentage of net revenues, was 8.2% in
fiscal 2006 as compared to 7.6% in fiscal 2005.

Management Comments on Results of Operations

Adrian Ma, Emerson's Chairman and Chief Executive Officer stated, "fiscal 2006
was an eventful and challenging year in many ways. We substantially strengthened
our balance sheet and liquidity positions through the sale of our interest in
Sport Supply Group from which we realized in cash $28.8 million after sale and
disposition costs. In addition, we were able to consummate a new five year $45
million global financing agreement with Wachovia Bank, National Association. At
March 31, 2006, Emerson had working capital of $60.2 million, virtually no debt
and a substantial available line of credit."

"As a consequence of our affiliation with The Grande Holdings Limited, 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 and the owner of approximately 46% of Emerson's
outstanding shares, we have sharpened our strategic focus. We believe that we
will be able to leverage Grande's direct sales force and relationship to expand
the reach of our consumer electronic products and that Grande's substantial
resources in manufacturing, brand marketing and global distribution will be
critical in building Emerson into a first class worldwide electronics
distribution network for branded products."

"Moreover, we are extremely pleased that Funai has again extended its license
agreement with Emerson through December 2010. We will continue to expand our
licensing programs for the Emerson(R) and HH Scotts(R) names into new categories
as well as new geographical territories. Through our relationship with Grande,
we hope to benefit from cross licensing and marketing opportunities
internationally, particularly in Europe and Asia."


                                      -2-
<PAGE>

"We now believe that we are well positioned for the future. We expect that our
revenues for our first quarter of fiscal 2007 will increase significantly over
the comparable period of fiscal 2006. Our iPod(R) compatible products are being
widely accepted. And we are well along in building a global management team
which should supplement our very loyal and capable United States based
management."

LATE 10-K FILING

Emerson also reported that it was unable to timely file its Annual Report on
Form 10-K with the Securities and Exchange Commission due to Emerson's former
auditors not providing the consent needed by Emerson to file the report in time.
Emerson expects to file its Annual Report on Form 10-K with the Securities and
Exchange Commission today.

Emerson Radio Corp. (AMEX:MSN), founded in 1948, is headquartered in Parsippany,
N.J. The Company designs, markets and licenses, throughout the world, full lines
of televisions and other video products, microwaves, clocks, radios, audio and
home theater products. Its 53.2% owned subsidiary, Sport Supply Group, Inc. is a
direct marketer of sports-related equipment and leisure products to the
institutional market, including schools, colleges, universities, government
agencies, military facilities, athletic clubs, athletic teams and dealers, youth
sports leagues and recreational organizations. Emerson's web site is
www.emersonradio.com

This release contains "forward-looking statements" made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements reflect management's current knowledge, assumptions,
judgment and expectations regarding future performance or events. Although
management believes that the expectations reflected in such statements are
reasonable, they give no assurance that such expectations will prove to be
correct and you should be aware that actual results could differ materially from
those contained in the forward-looking statements. Forward-looking statements
are subject to a number of risks and uncertainties, including the risk factors
detailed in the Company's reports as filed with the Securities and Exchange
Commission. The Company assumes no obligation to update the information
contained in this news release.




                                      -3-
<PAGE>


EMERSON REPORTS/4


                      EMERSON RADIO CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                                  Year Ended March 31     Three Months Ended March 31
                                                                -----------------------   ---------------------------
                                                                   2006          2005         2006          2005
                                                                ---------     ---------     ---------     ---------
<S>                                                             <C>           <C>           <C>           <C>
NET REVENUES                                                    $ 233,843     $ 230,783     $ 41,106      $  42,732
                                                                ---------     ---------     ---------     ---------
COSTS AND EXPENSES:

   Cost of sales                                                  204,010       198,221        36,433        38,211
   Other operating costs and expenses                               6,145         5,889         1,482         1,832
   Selling, general and administrative expenses                    19,097        17,436         4,287         3,810
   Acquisition Costs                                                   48          (454)           48          (250)
   Non cash compensation                                              374           249           114            81
                                                                ---------     ---------     ---------     ---------
                                                                  229,674       221,341        42,364        43,684
                                                                ---------     ---------     ---------     ---------
OPERATING  INCOME (LOSS)                                            4,169         9,442        (1,258)         (952)

   Interest expense (income)                                          785         1,346          (191)          382
                                                                ---------     ---------     ---------     ---------
INCOME (LOSS) BEFORE INCOME TAXES AND
   DISCONTINUED OPERATIONS                                          3,384         8,096        (1,067)       (1,334)
   Provision (benefit) for income taxes                              (328)        2,983        (1,966)         (607)
                                                                ---------     ---------     ---------     ---------
INCOME (LOSS) FROM CONTINUING OPERATIONS                            3,712         5,113           899          (727)
   Income from discontinued operations, net of tax                 12,918           792            --           760
                                                                ---------     ---------     ---------     ---------

NET INCOME  (LOSS)                                              $  16,630     $   5,905     $     899     $      33
                                                                =========     =========     =========     =========
BASIC NET INCOME (LOSS) PER SHARE
   Continuing operations                                        $    0.13     $    0.19     $    0.02     $   (0.03)
   Discontinued operations                                           0.48          0.03            --          0.03
                                                                ---------     ---------     ---------     ---------
                                                                $    0.61     $    0.22     $    0.02     $    0.00
                                                                =========     =========     =========     =========
DILUTED NET INCOME (LOSS) PER SHARE
   Continuing operations                                        $    0.13     $    0.19     $    0.02     $   (0.03)
   Discontinued operations                                           0.48          0.03            --          0.03
                                                                ---------     ---------     ---------     ---------
                                                                $    0.61     $    0.22     $    0.02     $    0.00
                                                                =========     =========     =========     =========
WEIGHTED AVERAGE SHARES OUTSTANDING
   Basic                                                           27,079        26,991        27,048        27,154
   Diluted                                                         27,172        27,264        27,048        27,154

</TABLE>


                                      -4-
<PAGE>


EMERSON REPORTS/5


                      EMERSON RADIO CORP. AND SUBSIDIARIES
                       CONSOLIDATED SUMMARY BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                            March 31,       March 31,
                                                                              2006            2005
                                                                            --------        --------
<C>                                                                         <C>             <C>
Cash and cash equivalents (includes
  cash securing bank loans of $3,000 and
  $5,620 respectively                                                       $ 20,517        $  7,437
Accounts receivable                                                           18,996          15,940
Inventory                                                                     33,003          38,156
Other current assets                                                           9,471           8,510
Current assets related to discontinued operations                                 --          31,972
                                                                            --------        --------
     TOTAL CURRENT ASSETS                                                     81,987         102,015

Property and equipment                                                         2,500           2,292
Other assets                                                                   8,015          12,322
Non current assets related to discontinued operations                             --          14,539
                                                                            --------        --------
     TOTAL ASSETS                                                           $ 92,502        $131,168
                                                                            ========        ========

Current liabilities of continuing operations                                $ 21,772        $ 32,791
Current liabilities of discontinued operations                                    --          13,108
Long-term borrowings                                                             575          11,960
Non current liabilities of discontinued operations                                --           3,010
Minority interest                                                                 --          16,696
Stockholders' equity                                                          70,155          53,603
                                                                            --------        --------
     TOTAL LIABILITIES AND EQUITY                                           $ 92,502        $131,168
                                                                            ========        ========

</TABLE>


                                      -5-
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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