UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14A-101)

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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[ ] Preliminary Proxy Statement
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[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
EMERSON RADIO CORP.
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(Name of Registrant as Specified In Its Charter)

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EMERSON RADIO CORP.
NINE ENTIN ROAD
P.O. BOX 430
PARSIPPANY, NEW JERSEY 07054-0430
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 9, 2005

13, 2007
Dear Stockholder:
As a stockholder of Emerson Radio Corp. ("we", "our" or "Emerson"), you are hereby given notice of and invited to attend in person or by proxy Emerson's
2005our 2007 Annual Meeting of Stockholders to be held at The Hanover Marriott, 1401
Route 10 East, Whippany,the offices of our counsel, Lowenstein Sandler PC, located at 65 Livingston Avenue, Roseland, New Jersey 0798107068 on Friday,Thursday, December 9, 2005,13, 2007, at 9:3010:00 a.m. (local time).
At this year's stockholders'year’s stockholders’ meeting, you will be asked to (i) elect fiveten directors to serve for a one-year term, (ii) ratify the appointment of BDO
Seidman, LLPMoore Stephens, P.C. as our independent registered public accountants of Emerson for the fiscal year ending March 31, 2006,2008 and (iii) transact such other business as may properly come before the meeting and any adjournment(s) thereof. TheOur Board of Directors unanimously recommends that you vote FOR the directors nominated and the ratification of BDO Seidman, LLP.Moore Stephens, P.C. Accordingly, please give careful attention to these proxy materials.
Only stockholdersholders of record of Emerson'sour common stock as of the close of business on October 13, 2005,November 9, 2007, are entitled to notice of and to vote at such meeting and any adjournment(s) thereof. Emerson'sOur transfer books will not be closed.

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, WHETHER OR
NOT YOU EXPECT TO ATTEND THE MEETING, WE WANT TO HAVE THE MAXIMUM REPRESENTATION
AT THE ANNUAL MEETING AND RESPECTFULLY REQUEST THAT YOU DATE, EXECUTE AND MAIL
PROMPTLY THE ENCLOSED PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE FOR WHICH NO
ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
You may revoke
your proxy at any time priorare cordially invited to its use as specifiedattend the annual meeting. Whether you expect to attend the annual meeting or not, please vote, sign, date and return in the self-addressed envelope provided the enclosed proxy statement.

card as promptly as possible. If you attend the annual meeting, you may vote your shares in person, even though you have previously signed and returned your proxy.
By Order of the Board of Directors,

ELIZABETH J. CALIANESE
Senior Vice President-Human Resources,
General Counsel and
Andrew L. Davis
Secretary
Parsippany, New Jersey
November 9, 2005

21, 2007
YOUR VOTE IS IMPORTANT.
PLEASE EXECUTE AND RETURN PROMPTLY THE
ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED HEREIN.

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EMERSON RADIO CORP.
NINE ENTIN ROAD

Nine Entin Road
P.O. BOXBox 430
PARSIPPANY, NEW JERSEY
Parsippany, New Jersey 07054-0430

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PROXY STATEMENT

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FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 9, 2005

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TO OUR STOCKHOLDERS:13, 2007
To Our Stockholders:
This Proxy Statementproxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Emerson Radio Corp., a Delaware corporation, to our stockholders for usebe used at our Annual Meeting of Stockholders to be held at The Hanover Marriott, 1401 Route 10
East, Whippany,the offices of our counsel, Lowenstein Sandler PC, located at 65 Livingston Avenue, Roseland, New Jersey 0798107068 on Friday,Thursday, December 9, 2005,13, 2007, at 9:3010:00 a.m. (local time), or at any adjournment or adjournments thereof (the "Annual
Meeting"). Emerson'sthereof. Our stockholders of record as of the close of business on October 13, 2005 (the "Record Date")November 9, 2007, are entitled to vote at the Annual Meeting.our annual meeting. We expect to begin mailing this Proxy Statementproxy statement and the enclosed proxy card to our stockholders on or about November 11, 2005.

21, 2007.
VOTING PROCEDURES AND REVOCABILITY OF PROXIES
The accompanying proxy card is designed to permit each of our stockholders as of the Record Daterecord date to vote on each of the proposals properly brought before the Annual Meeting.annual meeting. As of the Record Date,record date, there were 27,047,66627,129,832 shares of our common stock, par value $.01 per share, issued and outstanding and entitled to vote at the Annual Meeting.annual meeting. Each outstanding share of our common stock is entitled to one vote.
The holders of a majority of our outstanding shares of common stock, present in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.annual meeting. If a quorum is not present, the Annual Meetingannual meeting may be adjourned from time to time until a quorum is obtained. Assuming that a quorum is present, directors will be elected by a plurality vote and the fiveten nominees who receive the most votes will be elected. There is no right to cumulate votes in the election of directors. The ratification of all other
proposalsthe appointment of Moore Stephens, P.C. as our independent registered public accounting firm for the fiscal year ending March 31, 2008 will require the affirmative vote of a majority of the shares present and entitled to vote with respect to such proposal.
Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present and do not have an effect on the election of directors. Abstentions,
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but not broker non-votes, are treated as shares present and entitled to vote, and will be counted as a "no"“no” vote on all other matters. Broker non-votes are treated as not entitled to vote, and so reduce the absolute number, but not the percentage of votes needed for approval of a matter. As of the record date, The Grande Holdings Limited (“Grande Holdings”) had the indirect power to vote approximately 57.6% of the outstanding shares of our common stock, and Grande Holdings has advised us that they intend to attend the annual meeting and intend to vote in favor of each of the proposals. As a result, we expect that we will have a quorum present at the annual meeting and that each of the proposals will be approved. Holders of theour common stock will not have any dissenters'dissenters’ rights of appraisal in connection with any of the matters to be voted on at the Annual Meeting.

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annual meeting.
The accompanying proxy card provides space for you to vote in favor of, or to withhold voting for,for: (i) the nominees for the Board of Directors and (ii) the ratification of the appointment of BDO Seidman, LLPMoore Stephens, P.C. as independent registered public accountants of Emerson for the fiscal year ending March 31, 2006. The2008. Our Board of Directors urges you to complete, sign, date and return the proxy card in the accompanying envelope, which is postage prepaid for mailing in the United States.
When a signed proxy card is returned with choices specified with respect to voting matters, the proxies designated on the proxy card will vote the shares in accordance with the stockholder'sstockholder’s instructions. The proxies we have designated for the stockholders are Geoffrey P. JurickGreenfield Pitts and Guy A. Paglinco.John D. Florian. If you desire to name another person as your proxy, you may do so by crossing out the names of the designated proxies and inserting the names of the other persons to act as your proxies. In that case, it will be necessary for you to sign the proxy card and deliver it to the person named as your proxy and for the named proxy to be present and vote at the Annual Meeting.annual meeting. Proxy cards so marked should not be mailed to us.
If you sign your proxy card and return it to us and you have made no specifications with respect to voting matters, your shares will be voted FORFOR: (i) the election of the nominees for director and (ii) the ratification of the appointment of BDO Seidman, LLPMoore Stephens, P.C. as our independent registered public accountants of
Emerson for the fiscal year ending March 31, 20062008 and, at the discretion of the proxies designated by us, on any other matter that may properly come before the Annual Meetingannual meeting or any adjournment(s).
You have the unconditional right to revoke your proxy at any time prior to the voting of the proxy by taking any act inconsistent with the proxy. Acts inconsistent with the proxy include notifying Emerson'sour Secretary in writing of your revocation, executing a subsequent proxy, or personally appearing at the Annual Meetingannual meeting and casting a contrary vote. However, no revocation shall be effective unless at or prior to the Annual Meetingannual meeting we have received notice of such revocation.
At least ten (10) days before the Annual Meeting of Stockholders,annual meeting, we will make a complete list of the stockholders entitled to vote at the meeting open to the examination of any stockholder for any purpose germane to the meeting. The list will be open for inspection during ordinary business hours at our offices located at Nine Entin Road, Parsippany, New Jersey 07054, and will also be made available to stockholders present at the meeting.

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PROPOSAL I: ELECTION OF DIRECTORS

Five
Ten directors are proposed to be elected at the Annual Meeting.annual meeting. If elected, each director will hold office until the next annual meeting of our stockholders or until his successor is elected and qualified. The election of directors will be decided by a plurality vote.

All
The ten nominees for election as directors to serve until our next annual meeting of shareholders and until their successors have been duly elected and qualified are Christopher Ho, Adrian Ma, Greenfield Pitts, Michael A.B. Binney, Eduard Will, W. Michael Driscoll, Mirzan Mahathir, David R. Peterson, Kareem E. Sethi and Norbert R. Wirsching. Seven of the nominees named in this proxy statement except Michael A. B.
Binney, are members of our presentcurrent Board of Directors. All nominees have consented to serve if elected and we have no reason to believe that any of the nominees named will be unable to serve. If any nominee becomes unable to serve, (i) the shares represented by the designated proxies will be voted for the election of a substitute as theour Board of Directors may recommend, (ii) theour Board of Directors may reduce the number of directors to eliminate the vacancy or (iii) theour Board of Directors may fill the vacancy at a later date after selecting an appropriate nominee.
The current Board of Directors nominated the individuals named below for election to our Board of Directors, and background information on each of the nominees is set forth below See “Security Ownership of Certain Beneficial Owners and Management” for additional information about the nominees, including their ownership of securities issued by Emerson.
Year
First
Became
Name Age Director Principal Occupation or Employment
Christopher Ho 57 2006 Christopher Ho has served as our Chairman since July 2006. Mr. Ho is presently the Chairman of 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 57.6% of our outstanding shares of common stock. Christopher 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 Institute of Management Accountants of Canada. He is also a certified public accountant (Hong Kong) and a member of the Hong Kong Society of Accountants. He was a partner in international accounting firms before joining Grande Holdings and has extensive experience in corporate finance, international trade and manufacturing.
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Year
First
Became
Name Age Director Principal Occupation or Employment
Adrian Ma 62 2006 Adrian Ma has served as our Chief Executive Officer since March 30, 2006 and served as our Chairman from March 30, 2006 through July 26, 2006. Mr. Ma continues to serve as a Director. Mr. Ma is presently a director of Grande Holdings. Mr. Ma has served as a director of Grande Holdings since January 15, 1999 and 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 is also Director of Lafe Technology Ltd., Vice Chairman and Managing Director of Ross Group Inc. and Deputy Chairman of Sansui Electronics Co., Ltd.
Greenfield Pitts 57 2006 Greenfield Pitts has served as our 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, our 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, then in Corporate Finance for Wachovia Securities.
Michael A.B. Binney 48 2005 Michael A.B. Binney has served as our Acting Group Controller since February 2007, President-International Sales since July 2006 and as a Director since December 2005. He is a fellow member of the Institute of Chartered Accountants in England and Wales and a fellow member of the Hong Kong Institute of Certified Public Accountants. He was a professional accountant for several years before joining the computer and electronics industry. He is currently also a Director of Grande Holdings, a Director of Lafe Technologies, Ltd., a company listed on the Singapore Exchange, as well as a Director of several other companies in Malaysia, Japan, Singapore and the United Kingdom.
Eduard Will 66 2006 Eduard Will has served as our Vice Chairman since October 2007 and a Director since July 2006. From July 2006 until October 2007, Mr. Will served as our President- North American Operations. Prior to becoming President- North American Operations, Mr. Will served as the Chairman of our Audit Committee from January 2006 through July 2006. Mr. Will has more than 37 years experience as a merchant banker, senior advisor and director of various public and private companies. Presently,
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Year First
Became
Name Age Director Principal Occupation or Employment
Eduard Will
(continued) Mr. Will is serving on the Board of Directors or acting as Senior Adviser to: Grande Holdings, KoolConnect Technologies Inc. and Integrated Data Corporation.
W. Michael Driscoll (1) 61 2006 W. Michael Driscoll has served as a Director since March 2006. Mr. Driscoll has more than 36 years experience as a director and executive officer of various public and private companies. Presently, Mr. Driscoll is CEO of Ithaca Technologies, LLC and serves on the Boards of Directors of IPC Corporation Ltd., Singapore, and Music Gear Incorporated, USA. Mr. Driscoll has also served as the Chairman of the Board of ThinSoft (Holdings) Ltd., Hong Kong and President and Chief Executive Officer of Dazzle Multimedia Corporation, Smith Corona Corporation, Austin Computer Systems, Inc. and Technology Applications, Ltd., Thailand.
Mirzan Mahathir 49 — Mirzan 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 is also the Chairman and CEO of Crescent Capital Sdn Bhd, a Malaysian investment holding and independent strategic and financial advisory firm which he founded. He is also 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 Worldwide Holdings Berhad and AHB Holdings Berhad, companies listed on the Bursa Malaysia, and Lafe Technology Ltd., a company listed on the Singapore Exchange. He is also a member of the UN/ESCAP Business Advisory Council, the American Bureau of Shipping Southeast Asia Committee and the Wharton Business School Asian Executive Board.
(1) Member of the Audit Committee
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Year First
Became
Name Age Director Principal Occupation or Employment
David R. Peterson 63 — Mr. Peterson serves as a senior partner and Chairman of the Toronto law firm of Cassels Brock & Blackwell LLP, where he practices corporate/commercial law. Mr. Peterson also serves as Chancellor of the University of Toronto and a director of St. Michael’s Hospital, the Shaw Festival and the Toronto Community Foundation. He is a director of a number of public and private companies including Rogers Communications Inc., Ivanhoe Cambridge Inc., Industrielle-Alliance Life Assurance Company and Shoppers Drug Mart and was the Founding Chairman of the Toronto Raptors Basketball Club Inc. and Chapters Inc. Mr. Peterson is or was director or otherwise active with a number of charitable, educational and environmental organizations.
Kareem E. Sethi 30 — Kareem E. Sethi has served as Managing Director of Streetwise Capital Partners, Inc. since 2003. From 1999 until 2003, Mr. Sethi served as Manager, Business Recovery Services of PricewaterhouseCoopers Inc.
Norbert R. Wirsching (1) 70 2006 Norbert R. Wirsching has served as a Director since July 2006. Mr. Wirsching is a consumer electronics industry veteran of 48 years. He has managed international public and private companies including; Director and CEO of Capetronic Group Ltd. Global, CEO of Polly Peck International PLC, Electronics Division, and Director of Polly Peck International PLC, London, Director Sansui Electric Company Ltd., Tokyo, Director of BSR International, Hong Kong/London and Chairman of BSR USA. Since retiring from the Capetronic Group Ltd. in 1994, he served as principal of N.R. Wirsching Enterprise, a consulting firm focussing on international public and private companies, as well as merger and acquisition services. He is involved in numerous philanthropic organizations and currently serves as Trustee of Wooster School, an independent private school in Connecticut.
(1) Member of the Audit Committee
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Two of our current directors, Peter G. Bünger and Jerome Farnum, are not included on the nominee slate for election at our annual meeting. Background information with respect to these directors is set forth below. See “Security Ownership of Certain Beneficial Owners and Management” for additional information about such directors, including their ownership of securities issued by Emerson.
Year
First
Became
Name Age Director Principal Occupation or Employment
Peter G. Bünger (1) 66 1992 Peter G. Bünger has served as a consultant with Savarina AG, an entity engaged in the business of portfolio management monitoring in Zurich, Switzerland since 1990. Since October 1992, Mr. Bünger has served as a Director of Savarina AG. From 2002 to September 2006, he served as an independent consultant for Emerson’s manufacturing efforts in Europe, and from December 1996 through July 2005, Mr. Bünger served as a Director of Sport Supply Group, Inc. (“SSG”), which is quoted on the over the counter bulletin board (OTC: SSPY). Following the sale of Emerson’s issued and outstanding shares of common stock of SSG (approximately 53.2% ownership) in July 2005, Mr. Bünger resigned as a Director of SSG.
Jerome Farnum (2) 72 1992 Jerome H. Farnum has served as a Director since July 1992. Since July 1994, Mr. Farnum has been an independent consultant. For at least five years prior to July 1994, Mr. Farnum was a senior executive (in charge of legal and tax affairs, accounting, asset and investment management, foreign exchange relations and financial affairs) with several entities comprising the Fidenas group of companies, whose activities encompassed merchant banking, investment banking, investment management and corporate development.
(1) As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2007, Mr. Bünger resigned as a director, effective as of the date of our annual meeting, and advised us that he would not stand for reelection as a director at such meeting.
(2) Mr. Farnum currently serves as a member of the Audit Committee. Mr. Farnum has retired as a director, effective as of the expiration of his term at our annual meeting.
Vote Required
Directors will be elected by a plurality of the votes cast by the holders of our common stock voting in person or by proxy at the annual meeting. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum, but will have no effect on the vote for election of directors.
THE BOARD OF DIRECTORS URGES YOU TO VOTE “FOR”
EACH OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of November 9, 2007, the beneficial ownership of (i) each current director; (ii) each nominee for director at our annual meeting; (iii) each of our executive officers named in the Summary Compensation Table (“executive officers”); (iv) our current directors and executive officers as a group; and (v) each stockholder known by us to own beneficially more than 5% of our outstanding shares of common stock. Common stock beneficially owned and percentage ownership as of November 9, 2007 were based on 27,129,832 shares outstanding. Except as otherwise noted, the address of each of the following beneficial owners is c/o Emerson Radio Corp., Nine Entin Road, Parsippany, New Jersey 07054.
Amount and Nature of
Name and Address of Beneficial Owners Beneficial Ownership (1) Percent of Class (1)
Christopher Ho (2) 15,634,482 57.6 %
Adrian Ma 0 0 %
Michael A. B. Binney (3) 16,667 *
Eduard Will (4) 16,667 *
John J. Raab (5) 0 *
John D. Florian 0 0 %
Peter G. Bünger (6) 58,871 *
W. Michael Driscoll (7) 16,667 0 %
Jerome H. Farnum (8) 50,000 *
Greenfield Pitts (9) 23,333 *
Norbert R. Wirsching (10) 9,333 *
Guy A. Paglinco (11) 0 0 %
Mirzan Mahathir (12) 0 0 %
David R. Peterson (12) 0 0 %
Kareem E. Sethi (12) 0 0 %
All Directors and Executive Officers as a Group (9 persons) (13) 15,826,020 58.3 %
(*) Less than one percent.
(1) Based on 27,129,832 shares of common stock outstanding as of November 9, 2007. 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 November 9, 2007 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 November 9, 2007. Except as otherwise indicated and based upon our review of information as filed with the U.S. Securities and Exchange Commission (“SEC”), we believe 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 15,634,482 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 has a beneficial interest in approximately 67% of the capital stock of Grande Holdings. By virtue of such interest and his position with Grande Holdings, Mr. Ho may be deemed to have power to vote and power to dispose of the Shares beneficially held by Grande Holdings. Information with respect to the ownership of these shares was obtained from a Schedule 13D/A filed on November 5, 2007.
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(3) Mr. Binney’s ownership consists of options to purchase 16,667 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007. Mr. Binney also has options to purchase 8,333 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of November 9, 2007.
(4) Mr. Will’s ownership consists of options to purchase 16,667 shares of our common stock pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007. Mr. Will also has options to purchase 33,333 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of November 9, 2007. Mr. Will resigned from his position as our President-North American Operations and began to serve as our Vice Chairman, effective as of October 29, 2007.
(5) Mr. Raab resigned as our Senior Vice President and Chief Operating Officer, effective August 31, 2007.
(6) Mr. Bünger’s ownership consists of 33,871 shares of common stock directly owned by him and options to purchase 25,000 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007.
(7) Mr. Driscoll’s ownership consists of options to purchase 16,667 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007. Mr. Driscoll also has options to purchase 33,333 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of November 9, 2007.
(8) Mr. Farnum has options to purchase 50,000 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007. Mr. Farnum also has options to purchase 25,000 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of November 9, 2007.
(9) Mr. Pitts ownership consists of 15,000 shares of common stock directly owned by him and options to purchase 8,333 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007. Mr. Pitts also has options to purchase 16,667 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of November 9, 2007.
(10) Mr. Wirsching’s ownership consists of 1,000 shares of common stock directly owned by him and options to purchase 8,333 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007. Mr. Wirsching also has options to purchase 16,667 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of November 9, 2007.
(11) Mr. Paglinco resigned as our Vice President and Chief Financial Officer, effective as of April 14, 2006.
(12) Each of Messrs. Mahathir, Peterson and Sethi is a nominee for election as a director at our annual meeting.
(13) See footnotes (2) through (11).
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BOARD OF DIRECTORS AND COMMITTEES
Board of Directors and Committees
Our business is managed under the direction of our Board of Directors. The Board of Directors meets periodically during our fiscal year to review significant developments affecting Emerson and to act on matters requiring Board of Director approval. The Board of Directors held 10 formal meetings during the fiscal year ended March 31, 2007 (“Fiscal 2007”) and also acted by unanimous written consent. During Fiscal 2007, each member of the Board of Directors participated in at least 75% of the aggregate of all meetings of the Board of Directors and the aggregate of all meetings of committees on which such member served, that were held during the period in which such director served during Fiscal 2007.
During the period from the beginning of Fiscal 2007 until July 2006, the Board of Directors had three standing committees, the Audit Committee, the Compensation and Personnel Committee and the Nominating Committee. As of November 9, 2007, Grande Holdings beneficially owned an aggregate of 15,634,482 shares of our common stock, which represents approximately 57.6% of the shares of common stock currently outstanding. Accordingly, Emerson is a “controlled company,” as such term is defined in Section 801(a) of The American Stock Exchange Company Guide (the “Company Guide”). As a “controlled company,” Emerson is not required to comply with Sections 802(a), 804 or 805 of the Company Guide relating to independent directors, Board nominations and executive compensation, respectively.
Under Section 802(a) of the Company Guide, we are exempt from the requirement that at least a majority of the directors on our Board of Directors be independent directors as defined in Section 121A of the Company Guide because we are a “controlled company,” as such term is defined in Section 801(a) of the Company Guide, and we do not maintain a board of directors comprised of a majority of independent directors that meet the definition of independence as set forth in the American Stock Exchange and SEC rules. Four of our nine current directors meet the definition of independence as established by the American Stock Exchange and SEC rules, and we expect that immediately following our annual meeting, three of our ten directors will meet such definition. As a result of its status as a “controlled company,” since July 2006, the Board of Directors has had only one standing committee, the Audit Committee. The functions of the Compensation and Personnel Committee and the Nominating Committee during the period from the beginning of Fiscal 2007 until July 2006, and the functions of the Audit Committee during Fiscal 2007 are described below. No member of any of any of such committees was an employee of Emerson while serving on such committee.
The Board of Directors is responsible for the management and direction of Emerson and for establishing broad corporate policies. It has initiated actions consistent with the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission (the “SEC”) and the American Stock Exchange. The Board of Directors has determined that from the beginning of Fiscal 2007 through July 26, 2006, Messrs. Bünger, Driscoll, Farnum, Pitts and Will satisfied the independence standards of the American Stock Exchange and the SEC’s Rule 10A-3. The Board of Directors has determined that Messrs. Bünger, Driscoll, Farnum, Sethi and Wirsching currently satisfy all such definitions of independence. The Board of Directors has also determined that during the period from the beginning of Fiscal 2007 through July 26, 2006, Eduard Will constituted our “audit committee financial expert,” as such term is defined by the
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SEC. As a result of the appointment of Mr. Will as our President-North American Operations in July 2006, the Board of Directors has determined that Mr. Driscoll currently constitutes our “audit committee financial expert” as such term is defined by the SEC. Emerson has a policy of encouraging, but not requiring, its Board members to attend annual meetings of stockholders. Last year, each of our directors, at such time, attended the annual meeting of stockholders.
Audit Committee. Our Audit Committee, which is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, is presently comprised of Messrs. Driscoll (Chairman), Farnum and Wirsching. Since Mr. Farnum is not standing for reelection at our annual meeting, we expect that following our annual meeting, the Board will appoint Kareem E. Sethi to fill the vacancy created thereby. The Audit Committee is empowered by the Board of Directors to, among other things: (i) serve as an independent and objective party to monitor our financial reporting process, internal control system and disclosure control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) assume direct responsibility for the appointment, compensation, retention and oversight of the work of the outside auditors and for the resolution of disputes between the outside auditors and our management regarding financial reporting issues; and (iv) provide the opportunity for direct communication among the independent accountants, financial and senior management and the Board of Directors. During Fiscal 2007, the Audit Committee performed its duties under a written charter approved by the Board of Directors and formally met ten times. A copy of our Audit Committee Charter is posted on our website: www.emersonradio.com on the Investor Relations page.
Report of the Audit Committee
This report shall not be deemed “soliciting material” or incorporated by reference in any filing by us under the Securities Act or the Exchange Act except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under either act.
Through July 2006, the Audit Committee was comprised of Messrs. Will (Chairman), Farnum and Driscoll. Following Mr. Will’s appointment as our President-North American Operations in July 2006, Mr. Will resigned as Chairman and a member of the Audit Committee, and the Board of Directors appointed Mr. Driscoll as Chairman of the Audit Committee and appointed Mr. Greenfield Pitts as member of the Audit Committee. Following Mr. Pitts’ resignation as member of the Audit Committee in October 2006, the Board of Directors appointed Mr. Wirsching to the Audit Committee. All members of the Audit Committee have been determined to be independent as defined by the listing standards of the American Stock Exchange.
In this context, the Audit Committee has reviewed the audited consolidated financial statements and has met and held discussions with management and Moore Stephens, P.C., Emerson’s independent registered accounting firm. Management has represented to the Audit Committee that Emerson’s consolidated financial statements were prepared in accordance with generally accepted accounting principles. Emerson’s independent auditors are responsible for performing an independent audit of Emerson’s financial statements in accordance with auditing standards generally accepted in the United States and for issuing a report on those financial statements. The Audit Committee is responsible for monitoring and overseeing these processes. The Audit
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Committee also discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards No. 61, which includes, among other items, matters related to the conduct of the audit of Emerson’s financial statements:
• methods to account for significant unusual transactions;
• the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus;
• the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditors’ conclusions regarding the reasonableness of those estimates; and
• disagreements, if any, with management over the application of accounting principles, the basis for management’s accounting estimates and the disclosures in the financial statements (there were no such disagreements).
The independent auditors also provided the Audit Committee with written disclosures and the letter required by Independence Standards Board Standard No. 1, which relates to the auditors’ independence, and the Audit Committee discussed with the independent auditors their independence. This standard further requires the auditors to disclose annually in writing all relationships that, in the auditors’ professional opinion, may reasonably be thought to bear on their independence, confirm their perceived independence and engage in the discussion of independence.
Based on the Audit Committee’s discussions with management and the independent registered accounting firm, as well as the Audit Committee’s review of the representations of management and the report of the independent auditors to the Audit Committee, the Audit Committee recommendedto the Board of Directors that Emerson’s audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2007, for filing with the Securities and Exchange Commission.
The Audit Committee has selected Moore Stephens, P.C. to be retained as Emerson’s independent registered accounting firm to conduct the annual audit and to report on, as may be required, the consolidated financial statements that may be filed by Emerson with the SEC during the ensuing year.
Members of the Audit Committee
W. Michael Driscoll (Chairman)
Jerome H. Farnum
Norbert R. Wirsching
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Compensation and Personnel Committee. The Compensation and Personnel Committee was comprised of Messrs. Bünger and Farnum and (i) made recommendations to the Board of Directors concerning remuneration arrangements for senior executive management; (ii) administered our stock option plans and (iii) made such reports and recommendations, from time to time, to the Board of Directors upon such matters as the Compensation and Personnel Committee may deem appropriate or as may be requested by the Board of Directors. The Compensation and Personnel Committee did not formally meet during Fiscal 2007. Under Section 805 of the Company Guide, we are exempt from the requirement to have the compensation of our executives determined by a compensation committee comprised solely of independent directors or by a majority of the board’s independent directors because we are a “controlled company,” as such term is defined in Section 801(a) of the Company Guide. As a result, in July 2006, we disbanded the Compensation and Personnel Committee.
Nominating Committee. The Nominating Committee was comprised of Messrs. Bünger and Farnum and was empowered by the Board of Directors to, among other functions: (i) recommend to the Board of Directors qualified individuals to serve on our Board of Directors and (ii) identify the manner in which the Nominating Committee evaluates nominees recommended for the Board of Directors. Our Nominating Committee did not formally meet during Fiscal 2007. Under Section 804 of the Company Guide, we are exempt from the requirement to have director nominees selected by a nominating committee comprised entirely of independent directors or by a majority of the independent directors because we are a “controlled company,” as such term is defined in Section 801(a) of the Company Guide. As a result, in July 2006, we disbanded the Nominating Committee and the full Board of Directors will participate in the consideration of director nominees in the future.
Procedures for Considering Nominations Made by Stockholders. Nominations for election to the Board of Directors may be made by theour Board upon
recommendation of our Nominating Committee,Directors or by any stockholder of any outstanding class of our capital stock of Emerson entitled to vote for the election of directors. The following procedures (the "Minimum Procedures") shall be utilized in considering any candidate for election to the Board of Directors at an annual meeting, other than candidates who have previously served on the Board of Directors or who are recommended by the Board.Board of Directors. A nomination must be delivered to theour Secretary of
Emerson at our principal executive offices not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year'syear’s annual meeting;provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by us. The public announcement of an adjournment or postponement of an annual meeting will not commence a new time period (or extend any time period) for the giving of a notice as described above. A nomination notice must set forth as to each person whom the proponent proposes to nominate for election as a director: (a) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including
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such person'sperson’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and (b) information that will enable our Nominating CommitteeBoard of Directors to determine whether the candidate satisfies the minimum criteria and any additional criteria established by our Nominating
Committee.

The currentBoard of Directors.
Qualifications. Our Board of Directors basedhas adopted guidelines describing the minimum qualifications for nominees and the qualities or skills that are necessary for directors to possess. Each nominee (i) must satisfy any legal requirements applicable to members of the Board of Directors; (ii) must have business, professional or other experience that will enable such nominee to provide useful input to the Board of Directors in its deliberations; and (iii) must have knowledge of the types of responsibilities expected of members of the board of directors of a public company.
Identification and Evaluation of Candidates for the Board. Candidates to serve on the recommendationBoard of Directors will be identified from all available sources, including recommendations made by stockholders, members of our Nominating Committee, nominatedmanagement and members of our Board of Directors. Our Board of Directors has a policy that there will be no differences in the individuals named below for election tomanner in which our Board of Directors evaluates nominees recommended by stockholders and background informationnominees recommended by it or management, except that no specific process shall be mandated with respect to the nomination of any individuals who have previously served on eachthe Board of Directors. The evaluation process for individuals other than existing members of the nominees (asBoard of November 9, 2005) is set forth below. See "Security Ownership of Certain
Beneficial Owners and Management" for additional information about the nominees,
including their ownership of securities issued by Emerson.

Year First
Became
Name Age Director Principal Occupation or Employment
- ---- --- -------- ----------------------------------

Michael A. B. Binney 46 N/A Since November 1991, Group Executive Director,
Company Secretary and Managing Director of the
Finance and Accounting Group of The Grande Holdings
Limited, a Hong Kong listed company engaged in a
number of businesses including the manufacture, sale
and distribution of audio, video and other consumer
electronics and digital products.

Peter G. Bunger (2)(3) 65 1992 Since 1990, a consultant with Savarina AG, an entity
engaged in the business of portfolio management
monitoring in Zurich, Switzerland; since October
1992, a Director of Savarina AG; since 2002, an
independent consultant for Emerson's manufacturing
efforts in Europe; and from December 1996 through
July 2005, a Director of Sport Supply Group, Inc.
("SSG"), which is quoted on the over the counter
bulletin board (OTC: SSPY). Following the sale of its
approximate 53.2% of the issued and outstanding
shares of common stock of SSG in July 2005, Mr.
Bunger stepped down as a Director of SSG. See
"Certain Relationships and Related Transactions."

Jerome H. Farnum (1)(2)(3) 70 1992 Since July 1994, an independent consultant. For at
least five years prior to July 1994, a senior
executive (in charge of legal and tax affairs,
accounting, asset and investment management, foreign
exchange relations and financial affairs) with
several entities comprising the Fidenas group of
companies, whose activities encompassed merchant
banking, investment banking, investment management
and corporate development.

Herbert A. Morey (1)(2)(4) 64 2004 Since October 2003, Mr. Morey has served on boards of
not-for-profit organizations and as a consultant;
from June 1962 until his retirement in September
2000, Mr. Morey held a variety of positions with
Ernst & Young LLC including Coordinating Audit
Partner of a broad-ranging portfolio of domestic and
foreign-owned clients, primarily consumer products
and manufacturing companies, Chairman - International
Investor Services Group, and Partner in the New York
and National offices, focusing on SEC reporting
matters and consulting on the application of
accounting and auditing standards. See "Audit
Committee Matters."

Geoffrey P. Jurick 64 1990 Since July 1992, Chief Executive Officer of Emerson;
since December 1993, Chairman of Emerson; since April
1997, President of Emerson; from December 1996
through July 2005, Director and Chairman of the Board
of Directors of SSG and, from January 1997 through
July 2005, Chief Executive Officer of SSG. See
"Certain Relationships and Related Transactions."

- ---------------------------------------------
(1) MemberDirectors will include a review of the Audit Committee
(2) Memberinformation provided to the Board of the Nominating Committee
(3) Member of the Compensation and Personnel Committee
(4) Member of the Special Committee

VOTE REQUIRED

Directors will be elected by a plurality of the votes cast by the holdersproponent and a review of our common stock voting in personsuch other information as the Board of Directors shall determine to be relevant.
Third Party Recommendations. In connection with the Annual Meeting, the Board of Directors did not receive any nominations from any stockholder or by proxy at the annual meeting.
Abstentions and broker non-votes will each be counted as present for purposesgroup of determining the presence of a quorum, but will have no effect on the vote for
election of directors.

THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR"
EACH OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth, as of October 13, 2005, the beneficial
ownership of (i) each current and nominee for director; (ii) each of our
executive officers named in the Summary Compensation Table ("executive
officers"); (iii) our directors, our nominees for director and executive
officers as a group and (iv) each stockholder known by us to own beneficiallystockholders which owned more than 5% of our outstanding sharescommon stock for at least one year.
Process for Sending Communications to the Board of common stock. Except as otherwise
noted, the addressDirectors
The Board of eachDirectors has established a procedure that enables stockholders to communicate in writing with members of the following beneficial owners isBoard of Directors. Any such communication should be addressed to the Company’s Secretary and should be sent to such individual at c/o Emerson Radio Corp., 9Nine Entin Road, Parsippany, New Jersey 07054.
Amount and Nature of
Name and Address of Beneficial Owners Beneficial Ownership (1) Percent of Class (1)
- ------------------------------------- ------------------------ --------------------

Geoffrey P. Jurick (2)* 10,332,242 37.37%

Michael A. B. Binney * -0- -0-

Peter G. Bunger (3)* 42,204 **

Jerome H. Farnum (4)* 14,333 **

Herbert A. Morey* (5) 28,667 **

John J. Raab (6) 33,333 **

Guy A. Paglinco (7) 20,000 **

Patrick Murray -0- -0-

Elizabeth J. Calianese (8) 83,333 **

All Directors and Executive
Officers as a Group (9 persons) (9) 10,554,112 38.17%

- ----------------------------------------------
(*) Director or nomineeAny such communication must state, in a conspicuous manner, that it is intended for director (all current directors are nominees for
director).
(**) Less than one percent.

(1) Based on 27,047,666 shares of common stock outstanding as of October 13,
2005. 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
October 13, 2005 have been exercised. Except as otherwise indicated,distribution to the beneficial ownership table does not include common stock issuable upon exercise
of outstanding options, which are not currently exercisable within 60 days of
October 13, 2005. Except as otherwise indicated and based upon our review of
information as filed with the U.S. Securities and Exchange Commission ("SEC"),
we believe 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) Mr. Jurick's beneficial ownership consists of 10,265,576 shares of common
stock directly owned by him and 66,666 options issued pursuant to Emerson's 2004
Employee Stock Incentive Plan that are exercisable within 60 days of October 13,
2005. Mr. Jurick has pledged 10,015,476 of these shares to a foreign institution
to secure a loan obtained by Mr. Jurick in January 2005, in the amount of $16
million. The loan is guaranteed by a third party unaffiliated with us and is
currently due November 30, 2005, to be extended as required.

(3) Mr. Bunger's ownership consists of 33,871 shares of common stock directly
owned by him and options to purchase 8,333 shares of our common stock issued
pursuant to Emerson's 2004 Non-Employee Director Stock Option Plan that are
currently exercisable.

(4) Mr. Farnum's ownership consists of 6,000 shares of common stock directly
owned by him and options to purchase 8,333 shares of our common stock issued
pursuant to Emerson's 2004 Non-Employee Director Stock Option Plan that are
currently exercisable.

(5) Mr. Morey's ownership consists of 12,000 shares of common stock directly
owned by him and options to purchase 16,667 shares of our common stock issued
pursuant to Emerson's 2004 Non-Employee Director Stock Option Plan that are
currently exercisable.

(6) Mr. Raab's ownership consists of 33,333 options issued pursuant to
Emerson's 2004 Employee Stock Incentive Plan that are exercisable within 60 days
of October 13, 2005.

(7) Mr. Paglinco's ownership consists of 20,000 shares of common stock directly
owned by him.

(8) Ms. Calianese's ownership consists of 50,000 options issued pursuant to
Emerson's 1994 Stock Compensation Program that are currently exercisable and
33,333 options issued pursuant to Emerson's 2004 Employee Stock Incentive Plan
that are exercisable within 60 days of October 13, 2005.

(9) Includes 183,332 shares of common stock issuable upon exercise of options
that are currently exercisable.

BOARD OF DIRECTORS AND COMMITTEES

Our business is managed under the direction of ourentire Board of Directors. DuringUnder the fiscal year ended March 31, 2005 ("Fiscal 2005"), ourprocedures established by the Board of Directors, consistedupon the Secretary’s receipt of Messrs. Bunger, Farnum, Morey and Jurick and Robert H.
Brown, Jr., who passed away on August 12, 2005.

The Boardsuch a communication, the Company’s Secretary will send a copy of Directors meets periodically during our fiscal yearsuch communication to
review significant developments affecting Emerson and to act on matters
requiring Board of Director approval. The Board of Directors held ten (10)
formal meetings during Fiscal 2005 and acted by unanimous written consent one
(1) time. During Fiscal 2005, each member of the Board of Directors, participated
inidentifying it as a communication received from a stockholder. Absent unusual circumstances, at least 90% of the aggregate of all meetingsnext regularly scheduled meeting of the Board of Directors and
in at least 66% of the aggregate of all meetings of committees on whichheld more than two days after such member served, that were held during the period. The functions of our Audit
Committee, Compensation and Personnel Committee, Nominating Committee and
Special Committee and their current members are described below. No member of
any of the committees is an employee of Emerson.

The Board of Directors is responsible for the management and direction
of Emerson and for establishing broad corporate policies. Itcommunication has initiated
actions consistent with the Sarbanes-Oxley Act of 2002, the Securities and
Exchange Commission (the "SEC") and The American Stock Exchange ("AMEX"). The
Board of Directors has determined that Messrs. Bunger, Farnum and Morey satisfy,
and Mr. Brown had satisfied, the independence standards of AMEX and the SEC's
Rule 10A-3. The Board of Directors has also determined that Herbert A. Morey
constitutes our "audit committee financial expert," as such term is defined by
the SEC. Emerson has a policy of encouraging, but not requiring, its Board
members to attend annual meetings of stockholders. Last year each of Emerson's
directors, other than Mr. Morey, attended the annual meeting of stockholders.

Audit Committee. Our Audit Committee is presently comprised of Messrs.
Morey (Chairman) and Farnum. Prior to his death, Mr. Brown was a member of the
Audit Committee. During Fiscal 2005, the Audit Committee performed its duties
under a written charter approved bybeen distributed, the Board of Directors and formally met six
(6) times. The Audit Committee Charter was amended bywill consider the Boardsubstance of Directors to
permit a minimumany such communication.
Codes of two (2) members. All remaining provisions of the Company's
Audit Committee Charter remain unchanged and in full force and effect. A copy of
the amended Audit Committee Charter is attached as Annex A hereto and is posted
on our website: www.emersonradio.com on the Investor Relations page.

The Audit Committee is empowered by the Board of Directors to, among
other things: serve as an independent and objective party to monitor Emerson's
financial reporting process, internal control system and disclosure control
system; review and appraise the audit efforts of Emerson's independent
accountants; assume direct responsibility for the appointment, compensation,
retention and oversight of the work of the outside auditors and for the
resolution of disputes between the outside auditors and Emerson's management
regarding financial reporting issues; and provide the opportunity for direct
communication among the independent accountants, financial and senior
management, and the Board of Directors.

Compensation and Personnel Committee. Our Compensation and Personnel
Committee is presently comprised of Messrs. Bunger and Farnum. Prior to his
death, Mr. Brown was Chairman of our Compensation and Personnel Committee. The
Compensation and Personnel Committee (i) makes recommendations to the Board of
Directors concerning remuneration arrangements for senior executive management;
(ii) administers our stock option plans; and (iii) makes such reports and
recommendations, from time to time, to the Board of Directors upon such matters
as the Compensation and Personnel Committee may deem appropriate or as may be
requested by the Board of Directors. During Fiscal 2005, the Compensation and
Personnel Committee formally met five (5) times and acted by unanimous written
consent one (1) time.

Nominating Committee. Our Nominating Committee is presently comprised
of Messrs. Bunger, Farnum and Morey. Prior to his death, Mr. Brown was a member
of our Nominating Committee. Effective August 30, 2005, Mr. Morey was appointed
to Mr. Brown's seat on the Nominating Committee as Chairman.

The Nominating Committee is empowered by the Board of Directors to,
among other functions: recommend to the Board of Directors qualified individuals
to serve on Emerson's Board of Directors and to identify the manner in which the
Nominating Committee evaluates nominees recommended for the Board of Directors.
Our Nominating Committee did not meet during Fiscal 2005 but did meet recently
to recommend to the Board of Directors the persons named in this Proxy Statement
to serve on the Board of Directors. The Board has adopted a Nominating Committee
Charter to govern its Nominating Committee, which was filed as Exhibit 3 to our
Proxy Statement for the fiscal year ended March 31, 2004, filed as of July 20,
2004. The Nominating Committee Charter is posted on our website:
www.emersonradio.com on the Investor Relations page.

Special Committee. Our Special Committee is presently comprised of Mr.
Morey. Prior to his death, Mr. Brown was also a member of the Special Committee.
The Special Committee is empowered by the Board of Directors to, among other
things, supervise, review and direct our participation, if any, in any sale of
shares of Common Stock owned by Mr. Jurick, including the proposed sale of Mr.
Jurick's shares of our common stock to an affiliate of The Grande
Holdings Limited. During Fiscal 2005, the Special Committee formally met four
(4) times.

CODES OF ETHICSEthics
We have adopted a Code of Ethics for Senior Financial Officers ("(“Code of Ethics"Ethics”) that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer,
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Controller and Treasurer. This Code of Ethics was established with the intention of focusing Senior Financial Officers on areas of ethical risk, providing guidance to help them recognize and deal with ethical issues, providing mechanisms to report unethical conduct, fostering a culture of honesty and accountability, deterring wrongdoing and promoting fair and accurate disclosure and financial reporting.
We have also adopted a Code of Conduct for Officers, Directors and Employees of Emerson Radio Corp. and Its Subsidiaries ("(“Code of Conduct"Conduct”). We prepared this Code of Conduct to help all officers, Directorsdirectors and employees understand and comply with our policies and procedures. Overall, the purpose of our Code of Conduct is to deter wrongdoing and promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us; (iii) compliance with applicable governmental laws, rules and regulations; (iv) prompt internal reporting of code violations to an appropriate person or persons identified in this Code of Conduct; and (v) accountability for adherence to the Code of Conduct.
The Code of Ethics and the Code of Conduct are posted on our website: www.emersonradio.com on the Investor Relations page. If we make any substantive amendments to, or grant any waiver (including any implicit waiver) from a provision of the Code of Ethics or the Code of Conduct, and that relates to any element of the Code of Ethics definition enumerated in Item 406 (b) of Regulation S-K, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

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15
EXECUTIVE OFFICERS
The following table sets forth certain information regarding the current executive officers of Emerson:
Fiscal Year
Name Age Position Became Officer
Christopher Ho 57 Chairman and Director 2006
Adrian Ma 63 Chief Executive Officer and Director 2006
Eduard Will 65 Vice Chairman and Director 2006
Greenfield Pitts 57 Chief Financial Officer and Director 2007
Michael A.B. Binney 47 President-International Sales and Director 2005
John Spielberger 44 President-North American Operations 2007
Christopher Hohas served as our Chairman since July 2006. See Mr. Ho’s biographical information above.
Adrian Mahas served as our Chief Executive Officer since March 30, 2006 and served as our Chairman from March 30, 2006 through July 26, 2006. Mr. Ma continues to serve as a director. See Mr. Ma’s biographical information above.
Eduard Willhas served as our Vice Chairman since October 29, 2007, when he resigned from his position as President-North American Operations, a position which he had held since July 2006. Mr. Will has served as Director since January 2006. See Mr. Will’s biographical information above.
Greenfield Pittshas served as our Chief Financial Officer since February 2007 and a director since March 2006. See Mr. Pitts’ biographical information above.
Michael A.B. Binneyhas served as our President-International Sales since July 2006 and as a Director since December 2005. See Mr. Binney’s biographical information above.
John Spielbergerhas served as our President-North American Operations since October 29, 2007. From 1995 until 2007, Mr. Spielberger held a variety of positions with Sony BMG Music Entertainment Sales Co., an entertainment software sales and marketing distribution company Most recently, Mr. Spielberger served as Chief Financial and Operating Officer, and he also held the positions of Senior Vice President—Business Operations and Customer Relations Management from 2004 until 2007, Senior Vice President—Finance and Administration from 2003 to 2004, Senior Vice President—Finance from 2000 until 2003 and Vice President—Finance from 1995 until 2000. Prior to his tenure with Sony BMG Music Entertainment Sales Co., Mr. Spielberger served as Senior Director—Finance and Administration of Columbia Records Group, a recording company, and held several positions with RCA Records Label, a music company. Mr. Spielberger holds a Bachelor of Science degree in Business Management and Marketing from Cornell University and a Masters of Business Administration from the University of Michigan.
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EXECUTIVE COMPENSATION OF DIRECTORS
Compensation Committee Report
Under the rules of the Securities and Exchange Commission, this report is not deemed to be incorporated by reference by any general statement incorporating this proxy statement by reference into any filings with the Securities and Exchange Commission.
Our entire Board of Directors performs equivalent functions of a compensation committee since we are a “controlled company” and do not have a compensation committee. The Board of Directors has reviewed and discussed with management the following Compensation Discussion and Analysis. Based on such review and discussions, the Board of Directors recommends that the following Compensation Discussion and Analysis be included in this proxy statement.
Submitted by the Board of Directors
Christopher Ho
Adrian Ma
Eduard Will
Greenfield Pitts
Michael A. B. Binney
Peter G. Bünger
W. Michael Driscoll
Jerome H. Farnum
Norbert R. Wirsching
Compensation Discussion and Analysis
Introduction
This discussion presents the principles underlying our executive officer compensation program. Our goal in this discussion is to provide the reasons why we award compensation as we do and to place in perspective the data presented in the tables that follow this discussion. The focus is primarily on compensation of our executive compensation for Fiscal 2007, but some historical and forward-looking information is also provided to put such year’s compensation information in context. The information presented herein relates to Christopher Ho, our Chairman, Adrian Ma, our Chief Executive Officer, Greenfield Pitts, our Chief Financial Officer and our three other most highly compensated executive officers, who are sometimes referred to in this proxy statement as our “named executive officers.” Messrs. Ho, Ma and Binney, however, did not receive any salary or other compensation from us in Fiscal 2007.
Compensation Philosophy and Objectives
We attempt to apply a consistent philosophy to compensation for all employees, including senior management. This philosophy is based on the premises that our success is dependent upon the efforts of each employee and that a cooperative, team-oriented environment is an essential part of our culture.
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Our compensation programs for our named executive officers are designed to achieve a variety of goals, including:
• attracting and retaining talented and experienced executives;
• motivating and rewarding executives whose knowledge, skills and performance are critical to our success;
• aligning the interests of our executives and stockholders by motivating executives to increase stockholder value in a sustained manner; and
• provide a competitive compensation package which rewards achievement of our goals.
Elements of Executive Officer Compensation
Overview. Total compensation paid to our executive officers is influenced significantly by the need to attract and retain management employees with a high level of expertise and to motivate and retain key executives for our long-term success. Some of the components of compensation, such as salary, are generally fixed and do not vary based on our financial and other performance. Some components, such as bonus, stock options and stock award grants, are discretionary and are dependent upon the achievement of certain goals jointly agreed upon by our management and our Board of Directors. Furthermore, the value of certain of these components, such as stock options and stock awards, is dependent upon our future stock price. Our Board of Directors has indicated that it does not currently intend to grant new stock awards to our executive officer and employees. However, the Board of Directors does intend to grant stock awards to non-employee directors and may in the future change its current policy with respect to stock awards to executive officers and employees.
We compensate our executive officers in these different ways in order to achieve different goals. Cash compensation, for example, provides executive officers a minimum base salary. Incentive bonus compensation is generally linked to the achievement of financial and business goals, and is intended to reward executive officers for our overall performance in reaching annual goals that would be agreed to by management and the Board of Directors; provided, however, that the bonus paid to Eduard Will, our former President — North American Operations and current Vice Chairman, in Fiscal 2007 was approved by our Chairman of the Board. Although we may utilize, stock options and grants of restricted stock in the future, we did not grant any stock options or restricted stock during Fiscal 2007 to any of our executive officers; provided, however, that Messrs. Pitts and Will did receive stock options during Fiscal 2007 in their capacities as non-employee directors prior to being named as executive officers. See “—Cash and Other Compensation.”
We view the three components of our executive officer compensation as related but distinct. We do not believe that compensation derived from one component of compensation necessarily should negate or reduce compensation from other components. We determine the appropriate level for each compensation component based in part, but not exclusively, on its historical practices with the individual and our view of individual performance and other information we deem relevant. Our Board of Directors has not engaged an outside consultant to
18
assist the Board in the compensation process. Our management does review publicly available data with respect to executive compensation at peer group companies. The Board of Directors realizes that benchmarking our compensation against the compensation earned at comparable companies may not always be appropriate, but believes that engaging in a comparative analysis of compensation practices is useful. The Board of Directors has not adopted any formal policies or guidelines for allocating compensation between long-term and currently paid out compensation, between cash and non-cash compensation, or among different forms of compensation. We have not reviewed wealth and retirement accumulation as a result of employment with us, and have only focused on compensation for the year in question.
Base Salary. We pay our executive officers other than Messrs. Ho, Ma and Binney, a base salary, which we review and determine annually. We believe that a competitive base salary is a necessary element of any compensation program. We believe that attractive base salaries can motivate and reward executives for their overall performance. Base salaries are established in part based on the individual position, responsibility, experience, skills and expected contributions during the coming year of the executive and their performance during the prior year. We also have sought to align base compensation levels comparable to our competitors and other companies in similar stages of development. We do not view base salaries as primarily serving our objective of paying for performance, but in attracting and retaining the most qualified executives necessary to run our business.
Cash Incentive Bonuses.Consistent with our emphasis on pay-for-performance incentive compensation programs, our executives are eligible to receive annual performance bonuses or discretionary bonuses that must be approved by our Board of Directors; provided, however, that the bonus paid to Eduard Will, our former President — North American Operations and current Vice Chairman, in Fiscal 2007 was approved by our Chairman of the Board. The primary objective of our annual cash incentive bonuses is to motivate and reward our employees, including our named executive officers, for meeting our short-term objectives using a pay-for-performance program with objectively determinable performance goals. For Fiscal 2007, none of our named executive officers, except for Mr. Will, our former President-North American Operations and current Vice Chairman, received a cash bonus. We do not have a formal policy on the effect on bonuses of a subsequent restatement or other adjustment to the financial statements, other than the penalties provided by law.
Equity Compensation. We review our equity compensation plans annually. Under our plans, employees are eligible for annual stock option and restricted stock award grants based on targeted levels and we have in the past granted stock options to our executive officers and employees. These options and grants are intended to produce value for each executive officer if (i) our stockholders derive significant sustained value; and (ii) the executive officer remains with us. We do not have any program, plan or obligation that requires us to grant equity compensation to any executive officer on specified dates. The authority to make equity grants to executive officers rests with the Board of Directors, although, as noted above, the Board of Directors does not currently intend to grant any new stock awards to our executive officers or employees. We did not grant any stock options or restricted stock awards during Fiscal 2007; provided, however, that Messrs. Pitts and Will did receive stock options during Fiscal 2007 in their capacities as non-employee directors prior to being named as executive officers. See “—Cash and Other Compensation.”
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Severance and Change-in-Control Benefits.
We do not provide to any of our executive officers any severance or change in control benefits in the event of termination or retirement, whether following a change-in-control or otherwise.
Employment Agreements.
During Fiscal 2007, we had employment agreements with certain of our executive officers, each of which is described below.
John J. Raab, who served as our Chief Operating Officer and Senior Executive Vice President from 1995 until August 2007, entered into a three-year employment agreement with us, effective September 1, 2001, which provided for an annual base salary of $250,000, which was increased to $257,500, effective April 1, 2002, and $275,000, effective April 1, 2003. By letter agreement, effective as of September 1, 2004, the term of the areement was extended through and including August 31, 2007 and Mr. Raab’s annual compensation was increased to $286,000, effective April 1, 2005. In addition to his base salary, Mr. Raab was entitled to receive an additional annual performance bonus, subject to the final approval of our Board of Directors. If Mr. Raab were to have been terminated due to permanent disability, without cause or as a result of constructive discharge, the estimated dollar amount payable after March 31, 2007, to Mr. Raab, based on the terms of his contract, would have been $119,117. Mr. Raab’s contract was not extended and expired on August 31, 2007, at which time Mr. Raab retired as our Chief Operating Officer and Senior Executive Vice President.
Eduard Will, who has served as our Vice Chairman since October 2007 and our President — North American Operations from July 2006 until October 2007, entered into an employment agreement with us on July 27, 2006, which provides for an annual base salary of $250,000, which was increased to $300,000, effective as of March 30, 2007. In addition to his base salary, Mr. Will may receive an additional annual performance bonus recommended by the Board of Directors. The initial term of the agreement expired on June 30, 2007. Following the end of the initial term of the agreement (June 30, 2007), we have the right to terminate the agreement upon 90 days prior written notice and Mr. Will has the right to terminate the agreement upon 30 days prior written notice. In addition, during the initial term, Mr. Will had the right to terminate the agreement upon 90 days prior written notice. We are currently preparing an amendment to the agreement to reflect Mr. Will’s change in title and duties as Vice Chairman.
Greenfield Pitts, our Chief Financial Officer, entered into an employment agreement with us on April 3, 2007, which provides that Mr. Pitts shall serve as our Chief Financial Officer through March 31, 2008. Following the end of the initial term of the agreement (March 31, 2008), we have the right to terminate the agreement upon 90 days prior written notice and Mr. Pitts has the right to terminate the agreement upon 30 days prior written notice. In addition, during the initial term, Mr. Pitts has the right to terminate the agreement upon 90 days prior written notice. The agreement provides for an annual base salary of $250,000. In addition to his base salary, Mr. Pitts may receive a discretionary bonus at the end of our fiscal year recommended by the Board of Directors.
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In October 2007, we entered into an employment agreement with John Spielberger, our President-North American Operations, which provides that Mr. Spielberger shall serve as our President-North American Operations from October 29, 2007 through October 31, 2008. Following the end of the initial term of the agreement (October 31, 2008), we have the right to terminate the agreement upon 90 days prior written notice and Mr. Spielberger has the right to terminate the agreement upon 30 days prior written notice. In addition, during the initial term, Mr. Spielberger has the right to terminate the agreement upon 90 days prior written notice. The agreement provides for annual compensation of $250,000. In addition to his base salary, Mr. Spielberger may receive a discretionary bonus at the end of our fiscal year recommended by the Board of Directors.
Benefits. The executive officers participate in all of our employee benefit plans, such as medical and 401(k) plan, on the same basis as our other employees.
Perquisites. Our use of perquisites as an element of compensation is very limited. We do not view perquisites as a significant element of our comprehensive compensation structure.
The Process
Employment terms, including compensation, are typically proposed to the Board of Directors by our Chairman and our Chief Executive Officer, and then considered and approved by the Board of Directors. For compensation decisions, including decisions regarding the grant of bonuses relating to executive officers (other than our Chairman and our Chief Executive Officer), the Board of Directors considers the recommendations of our Chairman and our Chief Executive Officer and includes them in their discussions, although no executive employees was granted a bonus in Fiscal 2007; provided, however, that the bonus paid to Eduard Will, our former President — North American Operations and current Vice Chairman, in Fiscal 2007 was approved by our Chairman of the Board.
Regulatory Considerations
We account for the equity compensation expense for our employees under the rules of SFAS 123(R), which requires us to estimate and record an expense for each award of equity compensation over the service period of the award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued.
21
Cash and Other Compensation
The following table, which should be read in conjunction with the explanations provided above, provides certain compensation information concerning our named executive officers for Fiscal 2007.
Summary Compensation Table
Non-equity
Incentive Plan All Other
Name and Fiscal Option Compensation Compensation
Principal Position Year Salary($) Awards($)⁽¹⁾ ($)⁽²⁾ ($)⁽³⁾ Total ($)
Christopher Ho (4)
2007 — — — — —
Chairman of the Board
Adrian Ma (5)
2007 — — — — —
Chairman of the Board and
Chief Executive Officer
Eduard Will (6)
2007 182,692 16,944 37,500 4,704 241,840
President - -North
American Operations and Vice Chairman
Greenfield Pitts (7)
2007 19,231 3,430 — — 22,661
Chief Financial Officer
John D. Florian (8)
2007 146,492 — — 15,020 161,512
Deputy Chief Financial Officer
Guy Paglinco (9)
2007 33,250 58,669 — 1,647 93,566
Vice President and Chief
Financial Officer
Michael A. B. Binney (10)
2007 — 12,996 — — 12,996
President, - -International
Operations, Acting Group Controller
John J. Raab (11)
Senior Executive
2007 291,500 59,328 — 20,141 370,969
Vice President and
Chief Operating Officer
(1) Represents the expense to us pursuant to FAS 123(R) for the respective year for stock options granted as long-term incentives pursuant to our 2004 Non-Employee Outside Director Stock Option Plan or our 2004 Employee Stock Option Plan. All options received by each of Messrs. Binney, Pitts and Will in the table above were received by such person as a non-employee director and prior to being named as an executive officer. The amount of option expense shown in the Summary Compensation Table for these three individuals is also included in “Directors Compensation” on page 17. Immediately following the adoption by our stockholders of an amendment to our 2004 Non-Employee Outside Director Stock Option Plan to increase the number of shares available for issuance thereunder from 250,000 to 500,000 shares in November 2006, each of Messrs. Pitts and Will received an option to purchase up to 25,000 shares of our common stock, each of whom began to serve as a director at a time when he was not an employee of ours and no additional shares were available under such plan. See notes to our financial statements for the fiscal years ended March 31, 2007, 2006 and 2005 for the assumptions used for valuing the expense under FAS 123(R).
(2) Represents bonus paid for such fiscal year.
(3) The dollar amounts shown under the heading “All other compensation” represent the incremental cost of all
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perquisites and other personal benefits to our named executive officers.
(4) Mr. Ho was appointed as our Chairman in July 2006. Mr. Ho did not receive any salary or other compensation from us in Fiscal 2007.
(5) Mr. Ma was appointed as our Chairman and Chief Executive Officer on March 30, 2006 upon the resignation of Geoffrey Jurick. Mr. Ma was replaced as our Chairman upon the appointment of Mr. Ho in July 2006. Mr. Ma did not receive any salary or other compensation from us in Fiscal 2007.
(6) Mr. Will was appointed to serve as our President-North American Operations in July 2006 upon Mr. Jurick’s resignation from his position as our President. On March 30, 2007, Mr. Will’s annual base salary was increased to $300,000. Mr. Will resigned from his position as our President-North American Operations and began to serve as our Vice Chairman on October 29, 2007, at which time Mr. Spielberger began to serve as our President-North American Operations. Mr. Spielberger is entitled to annual base salary of $250,000.
(7) Mr. Pitts was appointed as our Chief Financial Officer in February 2007.
(8) Mr. Florian was appointed as our Deputy Chief Financial Officer upon the resignation of Mr. Paglinco from his position as Vice President and Chief Financial Officer in April 2006, and was appointed as our Principal Financial Officer and Principal Accounting Officer in June 2006. Mr. Florian ceased to serve as our Deputy Financial Officer, Principal Financial Officer and Principal Accounting Officer upon the appointment of Mr. Pitts as our Chief Financial Officer in February 2007, at which time Mr. Florian became our Chief Financial Officer, Emerson North American Operations.
(9) Mr. Paglinco resigned as our Vice President and Chief Financial Officer effective April 14, 2006.
(10) Mr. Binney was appointed to serve as our Acting Group Controller in February 2007, and as our President-International Operations in July 2006 upon Mr. Jurick’s resignation from his position as our President. Mr. Binney did not receive any salary or other compensation from us in Fiscal 2007.
(11) Mr. Raab retired as our Vice President and Chief Financial Officer effective August 31, 2007.
Plan-Based Awards
Option and Stock Award Grants in Fiscal 2007
We did not grant any awards under any plan to any named executive officers during Fiscal 2007, other than our grant to each of Messrs. Pitts and Will of an option to purchase 25,000 shares of our common stock under our 2004 Non-Employee Outside Director Stock Option Plan in his capacity as a non-employee director and prior to being named an executive officer. See “—Cash and Other Compensation.”
Stock Option Exercises and Stock Vested
The following table provides certain information with respect to option exercises for each of the our named executive officers during Fiscal 2007. We do not have any outstanding stock appreciation rights.
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Option Exercises and Stock Vested
Option Awards
Number of Shares
Acquired on Value Realized on
Name Exercise (#) Exercise($)⁽¹⁾
Christopher Ho (2) — —
Adrian Ma (3) — —
Eduard Will (4) — —
Greenfield Pitts (5) — —
John Florian (6) — —
Guy A Paglinco (7) 30,000 $ 97,650
Michael A.B. Binney (8) — —
John J. Raab (9) — —
(1) Represents the difference between the market price of the underlying securities at exercise of the option and the exercise price of the option.
(2) Mr. Ho was appointed as our Chairman in July 2006.
(3) Mr. Ma was appointed as our Chairman and Chief Executive Officer on March 30, 2006 upon the resignation of Mr. Jurick. Mr. Ma was replaced as our Chairman upon the appointment of Mr. Ho in July 2006.
(4) Mr. Will was appointed to serve as our President-North American Operations in July 2006 upon Mr. Jurick’s resignation from his position as our President. Mr. Will resigned from his position as our President-North American Operations and began to serve as our Vice Chairman on October 29, 2007, at which time Mr. Spielberger began to serve as our President-North American Operations.
(5) Mr. Pitts was appointed as our Chief Financial Officer in February 2007.
(6) Mr. Florian was appointed as our Deputy Chief Financial Officer upon the resignation of Mr. Paglinco from his position as Vice President and Chief Financial Officer in April 2006 and as our Principal Financial Officer and Principal Accounting Officer in June 2006. Mr. Florian ceased to serve as our Deputy Financial Officer, Principal Financial Officer and Principal Accounting Officer upon the appointment of Mr. Pitts as our Chief Financial Officer in February 2007, at which time Mr. Florian became our Chief Financial Officer, Emerson North American Operations.
(7) Mr. Paglinco resigned as our Vice President and Chief Financial Officer effective April 14, 2006.
(8) Mr. Binney was appointed to serve as our Acting Group Controller in February 2007, and as our President -International Operations in July 2006 upon Mr. Jurick’s resignation from his position as our President.
(9) Mr. Raab retired as our Senior Vice President and Chief Operating Officer effective August 31, 2007.
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Outstanding Equity Awards at Fiscal Year End
The following table provides certain information concerning outstanding equity awards held by each of our named executive officers at March 31, 2007.
Outstanding Equity Awards at Fiscal Year-End
Option Awards
Number of Number of
Securities Securities
Underlying Underlying
Unexercised Unexercised
Options (#) Options (#) Option Exercise Option Expiration
Name Exercisable Unexercisable Price ($) Date
Christopher Ho (1) 0 0 — —
Adrian Ma (2) 0 0 — —
Eduard Will (3) 8,333 16,667 3.07 1/31/16
0 25,000 3.19 11/21/16
Greenfield Pitts (4) 0 25,000 3.19 11/21/16
John Florian (5) 0 0 — —
Guy A Paglinco (6) 20,000 0 2.62 6/13/07
Michael A.B. Binney (7) 8,333 16,667 3.23 12/9/15
John J. Raab (8) 66,667 33,333 2.96 10/19/14
(1) Mr. Ho was appointed as our Chairman in July 2006.
(2) Mr. Ma was appointed as our Chairman and Chief Executive Officer on March 30, 2006 upon the resignation of Mr. Jurick. Mr. Ma was replaced as our Chairman upon the appointment of Mr. Ho in July 2006.
(3) Mr. Will was appointed to serve as our President-North American Operations in July 2006 upon Mr. Jurick’s resignation from his position as our President. Mr. Will resigned from his position as our President-North American Operations and began to serve as our Vice Chairman on October 29, 2007, at which time Mr. Spielberger began to serve as our President-North American Operations.
(4) Mr. Pitts was appointed as our Chief Financial Officer in February 2007.
(5) Mr. Florian was appointed as our Deputy Chief Financial Officer upon the resignation of Mr. Paglinco from his position as Vice President and Chief Financial Officer in April 2006 and as our Principal Financial Officer and Principal Accounting Officer in June 2006. Mr. Florian ceased to serve as our Deputy Financial Officer, Principal Financial Officer and Principal Accounting Officer upon the appointment of Mr. Pitts as our Chief Financial Officer in February 2007, at which time Mr. Florian became our Chief Financial Officer, Emerson North American Operations.
(6) Mr. Paglinco resigned as our Vice President and Chief Financial Officer effective April 14, 2006.
(7) Mr. Binney was appointed to serve as our Acting Group Controller in February 2007, and as our President -International Operations in July 2006 upon Mr. Jurick’s resignation from his position as our President.
(8) Mr. Raab retired as our Senior Vice President and Chief Operating Officer effective August 31, 2007.
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Compensation of Directors
During Fiscal 2007, our directors who were not employees (“Outside Directors”), specifically Messrs. Brown, Bunger,Binney, Pitts and Will (until their employment with us in July 2006, February 2007 and July 2006, respectively) and Messrs. Bünger, Farnum, Driscoll and Morey,Wirsching were paid $33,333, $21,667, $29,167$45,000, $42,500, $18,333, $45,000, $50,000, $53,334 and $16,667,$32,083 respectively, for serving on the Board of Directors and on our various committees during the period. Outside Directors are each paid an annual director'sdirector’s fee of $12,500;$45,000. During Fiscal 2007, members of the Compensation and PersonnelAudit Committee arewere each paid an additional fee of $5,000 per annum; membersannum, and as of the Nominating
Committee aredate of our annual meeting, will each be paid an additional fee of $5,000$10,000 per annum; members of the
Audit Committee are each paid an additional fee of $7,500 per annum; members of
the Special Committee are each paid an additional fee of $5,000 per annum; and
theannum. The Chairman of the Audit Committee and the Chairman of the Compensation and
Personnel Committee are eachis paid an additional fee of $5,000 per annum. All directors'directors’ fees are paid in four equal quarterly installments per annum. Directors who are our employees arewere not paid for their services as directors.a director while an employee of ours during Fiscal 2007. Additionally, each director, who is not an employee, was previously eligible to participate in
our 1994 Non-Employee Director Stock Option Plan and is eligible to participate in our 2004 Non-Employee Outside Director Stock Option Plan ("2004 Director
Stock Option Plan").Plan. Directors of Emerson are reimbursed for their expenses for attendance at meetings. Further, we offer to provide health care insurance to each of our directors who is not an employee.
In Fiscal 2005,2007, Messrs. Brown,
Bunger,Driscoll, Farnum, Pitts, Will and MoreyWirsching were granted stock options, pursuant to the 2004 Non-Employee Outside Director Stock Option Plan, to purchase 50,000, 25,000, 25,000, 25,000 and 50,00025,000 shares of our common stock, respectively, at an exercise price of $3.00$3.19 per share. These options vest in equal installments over three years, commencing one year from the date of grant, and their exercise is contingent upon continued service as a member of our Board of Directors.
During Fiscal 2007, Messrs. Driscoll, Farnum and Wirsching earned fees of $42,350, $16,100 and $19,600 respectively, for their services as members of a special committee of independent directors formed in November 2006 to evaluate a proposal by The Grande (Nominees) Limited, a subsidiary of Grande Holdings, to sell to us a 51% interest in Capetronic Group, Ltd., a consumer electronics manufacturer. Such fees are included in the Director Compensation table below. The special committee was disbanded in January 2007 after we were advised by The Grande (Nominees) Limited that it determined not to pursue, at such time, its proposal.
In Fiscal 2005, Mr. Bunger also received
$48,000 in fees for the European manufacturing consulting services he rendered
to Emerson.

OFFICERS

The following table sets forth certain information regarding the
current officers of Emerson:

Name Age Position Fiscal Year Became Officer
- ---- --- -------- --------------------------

Geoffrey P. Jurick 64 Chairman of the Board, Chief 1992
Executive Officer and
President, Director
John J. Raab 69 Senior Executive Vice 1995
President and Chief
Operating Officer
Guy A. Paglinco 48 Vice President, Chief 2004
Financial Officer
Patrick Murray 55 President, Emerson Radio 2001
Consumer Products Corporation
Elizabeth J. Calianese 48 Senior Vice President - 1995
Human Resources, General
Counsel and Corporate
Secretary

GEOFFREY P. JURICK has served as a Director since September 1990, Chief
Executive Officer since July 1992, Chairman since December 1993 and President
since April 1997. From December 1996 until July 2005, Mr. Jurick also served as
a Director and Chairman of theaddition, our Board of Sport Supply Group, Inc. ("SSG")Directors has agreed to pay Messrs. Driscoll, Farnum and from January 1997 to July 2005, as Chief Executive OfficerWirsching fees of SSG. Following the
sale by Emerson of its approximate 53.2% of the issued and outstanding shares of
common stock of SSG$20,000 each for their services through December 31, 2007 in July 2005, Mr. Jurick resigned as Chairman of the Board
and Chief Executive Officer of SSG. See "Certain Relationships and Related
Transactions."

JOHN J. RAAB has served as Chief Operating Officer and Senior Executive Vice
President - International since May 2003, Executive Vice President -
International from June 2000 to May 2003, Senior Vice President - International
from October 1997 to June 2000 and Senior Vice President-Operations from October
1995 to October 1997.

GUY A. PAGLINCO has served as Vice President - Finance and Chief Financial
Officer since October 2004, as Assistant Vice President - Finance and Controller
from May 2001 to October 2004 and as Controller from May 1998 to October 2004.

PATRICK MURRAY has served as President of Emerson Radio Consumer Products
Corporation since November 2002 and Senior Vice President - Sales, Emerson Radio
Consumer Products Corporation from May 2001 to November 2002. Mr. Murray served
as Executive Vice President of Motion Systems (Betesh Group) from 1997 to May
2001. Prior thereto, Mr. Murray served as Vice President - Sales and Marketing
of Emerson Radio Corp. from 1996 to 1997.

ELIZABETH J. CALIANESE has served as General Counsel and Senior Vice President -
Human Resources since June 2000 and as Secretary since January 1996. Ms.
Calianese served as Vice President - Human Resources and Deputy General Counsel
from May 1995 to June 2000.

SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended
("Section 16(a)") requires our officers and directors, and persons who own more
than 10% of a registered class of our equity securities to file reports of
ownership and changes in ownershipconnection with the SEC and the American Stock Exchange.
Officers, directors and greater than 10% stockholders are required by certain
regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on ourAudit Committee’s continuing independent review of the copies of such forms receivedcertain related party transactions entered into by us, we believe that, during Fiscalincluding our subsidiaries, with affiliates of Grande Holdings from December 2005 our officers, directors and greater than
10% beneficial owners have complied with all applicable filing requirements with
respect to our equity securities.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth certain information regarding
compensation paid to our Chief Executive Officer and each of our other four most
highly compensated executive officers (based on salary and bonus earned during
Fiscal 2005) for services rendered in all capacities to us during the 2005, 2004
and 2003 fiscal years:

SUMMARY COMPENSATION TABLE

OTHER SECURITIES ALL
ANNUAL UNDER- OTHER
NAME AND PRINCIPAL FISCAL COMPEN- LYING COMPEN-
POSITION(S) YEAR SALARY BONUS SATION OPTIONS SATION (2)
- ----------- ---- ------ ----- ------ ------- ----------

GEOFFREY P. JURICK 2005 $500,000 $125,000 $80,000 200,000 $ ---
CHAIRMAN OF THE 2004 500,000 --- 56,197 --- 3,186
BOARD, CHIEF 2003 411,600 313,000 60,821 --- 3,352
EXECUTIVE OFFICER
AND PRESIDENT (1)(3)

JOHN J. RAAB 2005 266,863 75,000 --- 100,000 20,402
SENIOR EXECUTIVE VICE 2004 272,560 --- --- --- 20,622
PRESIDENT AND CHIEF 2003 257,500 150,000 --- --- 17,744
OPERATING OFFICER (3)

GUY A. PAGLINCO 2005 153,204 --- --- --- 19,764
VICE PRESIDENT,CHIEF 2004 123,890 12,500 --- --- 15,552
FINANCIAL OFFICER 2003 120,000 31,000 --- --- 14,941

PATRICK MURRAY 2005 368,757 --- --- --- 28,553
PRESIDENT - EMERSON 2004 376,627 --- --- --- 28,796
RADIO CONSUMER 2003 360,000 75,000 --- --- 23,897
PRODUCTS CORPORATION

ELIZABETH J. CALIANESE 2005 213,491 47,500 --- 100,000 28,146
SENIOR VICE PRESIDENT, 2004 218,047 --- --- --- 28,270
GENERAL COUNSEL AND 2003 206,000 95,000 --- --- 23,930
CORPORATE SECRETARY (3)

- ----------------------------------------------
(1) Other annual compensation consists of temporary lodging expenses. In
addition to the amounts set forthpresent, and internal controls related to such transactions. Such fees are not included in the Director Compensation table above, Mr. Jurick
received $250,000 per annum in salary from SSG for services he rendered
to SSG.

(2) All other compensation consists of Emerson's contribution to our 401(k)
employee savings plan, group health, life insurance, disability
insurance and auto allowances.

(3) In October 2004, Messrs. Jurick and Raab and Ms. Calianese were granted
stock options to purchase 200,000, 100,000 and 100,000 shares of common
stock, respectively, at an exercise price of $3.26, $2.96 and $2.96 per
share, respectively. These options vest in equal installments over
three years, commencing one year from the date of grant, and their
exercise is contingent upon continued employment with Emerson.

OPTION GRANTS DURING 2005 FISCAL YEARbelow.
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The following table provides certain information with respect to options grantedthe compensation earned or paid to our Chief Executive Officer and to each of the executive
officers named in the Summary Compensation TableOutside Directors during Fiscal 2005.

2007.
Directors Compensation
Fees earned
or paid in
Name cash ($) Option Awards ($)⁽¹⁾ Total ($)
Michael A.B. Binney $ 45,000 $ 12,996 $ 57,996
Eduard Will $ 18,333 $ 16,944 $ 35,277
Greenfield Pitts $ 42,500 $ 3,430 $ 45,930
Peter Bünger (3) $ 45,000 $ 15,250 $ 60,250
Jerome Farnum (4)(5) $ 66,100 $ 30,798 $ 96,898
Mike Driscoll (5) $ 95,684 $ 5,985 $ 101,669
Norbert Wirsching (5) $ 51,683 $ 3,430 $ 55,113

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
(1) Represents the expense to us pursuant to FAS 123(R) for the respective year for stock options granted as long-term incentives pursuant to our 2004 Non-Employee Outside Director Stock Option Plan. See notes to our financial statements for the fiscal years ended March 31, 2007, 2006 and 2005 for the assumptions used for valuing the expense under FAS 123(R).
(2)
- ----------------- -------------------
% At March 31, 2007, Messrs. Binney, Will, Pitts, Bünger, Farnum, Driscoll and Wirsching had options to purchase 25,000, 50,000, 25,000, 25,000, 75,000, 50,000 and 25,000, shares of Total
Number Options Granted Exerciseour common stock, respectively.
(3) On October 25, 2007, Mr. Bünger resigned as a director, effective as of Optionsthe date of our annual meeting, and advised us that he would not stand for reelection as a director at such meeting.
(4) In connection with the expiration of Mr. Farnum’s term as a director as of the date of our annual meeting, we have agreed to Employees Price Per Expiration
Name Granted (1) In Fiscal 2005 Share Date 5% 10%
- ------------------------------- ------------ ------------------- -------------- --------------- ------------ -----------

GEOFFREY P. JURICK 200,000 47.1% $3.26 10/19/14 $1,146,816 $1,826,176
JOHN J. RAAB 100,000 23.5 2.96 10/19/14 573,408 913,088
GUY A. PAGLINCO --- --- --- --- --- ---
PATRICK MURRAY --- --- --- --- --- ---
ELIZABETH J. CALIANESE 100,000 23.5 2.96 10/19/14 573,408 913,088
pay for Mr. Farnum’s medical benefits for a period of two years following the date of our annual meeting at a rate of approximately $12,000 per year.
(5) Does not include fees of $20,000 payable to each of Messrs. Farnum, Driscoll and Wirsching for services through December 31, 2007 in connection with the Audit Committee’s continuing independent review of certain related party transactions.

1. The stock options were granted under the Emerson Radio Corp. 2004 Employee
Stock IncentiveEquity Compensation Plan and, unless otherwise designated at the time of grant,
are exercisable commencing one year after the grant date in three equal
annual installments, with full vesting occurring on the third anniversary
of the date of the grant.

2. The dollar amounts under these columns are the result of calculations at
the assumed compounded market appreciation rates of 5% and 10% as required
by the SEC over a ten-year term and, therefore, are not intended to
forecast possible future appreciation, if any, of the stock price. The
disclosure assumes the options will be held for the full ten-year term
prior to exercise. Such options may be exercised prior to the end of such
ten-year term. The actual value, if any, an executive officer may realize
will depend on the excess of the stock price over the exercise price on the
date the option is exercised. There can be no assurance that the stock
price will appreciate at the rates shown in the table.

OPTION EXERCISES DURING FISCAL 2005 AND FISCAL 2005 YEAR END VALUES

The following table provides information related to options exercised
by our executive officers during Fiscal 2005 and the number and value of options
held at the end of Fiscal 2005 by our executive officers. We do not have any
outstanding stock appreciation rights.

NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES AT FY-END AT FY-END
ACQUIRED VALUE (#) ($)(1)
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------- ------------- ------------ ------------------ ------------------------------

Geoffrey P. Jurick 390,476 $1,229,999 0/200,000 $0/$52,000
John J. Raab --- --- 0/100,000 $0/$56,000
Guy A Paglinco --- --- --- ---
Patrick Murray --- --- --- ---
Elizabeth J. Calianese --- --- 50,000/100,000 $126,000/$56,000

(1) Based on $3.52 per share, the closing price for our common stock as reported
by the American Stock Exchange on March 31, 2005. Value is calculated on the
basis of the difference between $3.52 and the option exercise price of "in the
money" options, multiplied by the number of shares of our common stock
underlying the option.

EQUITY COMPENSATION PLAN INFORMATIONInformation
The following table gives information about our common stock that may be issued upon the exercise of options and rights under our 1994 Stock Compensation Program, 1994 Non-Employee Director Stock Option Plan, Emerson Radio Corp. 2004 Employee Stock Incentive Plan and 2004 Non-Employee Outside Director Stock Option Plan and exercise of warrants, as of March 31, 20052007 (the "Plans"“Plans”). The 1994 Plans expired in July 2004 and the remainder of theremaining Plans are the only equity compensation plans in existence as of March 31, 2005.

- ---------------------------- -------------------------- -------------------------- --------------------------
NUMBER OF SECURITIES TO BE WEIGHTED AVERAGE EXERCISE NUMBER OF SECURITIES
ISSUED UPON EXERCISE OF PRICE OF OUTSTANDING REMAINING AVAILABLE FOR
OUTSTANDING OPTIONS, OPTIONS, WARRANTS AND FUTURE ISSUANCE UNDER
WARRANTS AND RIGHTS RIGHTS EQUITY COMPENSATION PLANS
(A) (B) (C)
- ---------------------------- -------------------------- -------------------------- --------------------------

Equity compensation plans
approved by security 632,334 $2.81 2,200,000
holders
- ---------------------------- -------------------------- -------------------------- --------------------------
Equity compensation plans
not approved by security 100,000 4.00 ---
holders
- ---------------------------- -------------------------- -------------------------- --------------------------
TOTAL 732,334 $2.97 2,200,000
- ---------------------------- -------------------------- -------------------------- --------------------------

CERTAIN EMPLOYMENT AGREEMENTS

Effective as of September 1, 2001, Geoffrey P. Jurick,2007.
27
Number of securities to be Weighted average exercise Number of securities
issued upon exercise of price of outstanding remaining available for
outstanding options, options, warrants and future issuance under
warrants and rights rights equity compensation plans
(a) (b) (c)
Equity compensation plans approved by security holders 632,334 $ 3.09 2,380,000
Equity compensation plans not approved by security holders 100,000 4.00 —
Total 732,334 $ 3.21 2,380,000
Compensation Committee Interlocks and Insider Participation
During Fiscal 2007, Christopher Ho, our Chairman, and Adrian Ma, our Chief Executive Officer and President, entered into three-year employment
agreements (the "Jurick Employment Agreements") with us and two of our
wholly-owned subsidiaries, Emerson Radio (Hong Kong) Limited and Emerson Radio
International Ltd. (formerly Emerson Radio (B.V.I.) Ltd.) (hereinafter,
collectively the "Companies"), providing for an aggregate annual compensation of
$411,600, which was increased to $440,000 effective April 1, 2003, subject to
adjustmentparticipated in the event that Mr. Jurick's employment with SSG is terminated. In
the event Mr. Jurick's employment with SSG is terminated, the salary he receives
under the Jurick Employment Agreement shall be increased by that amount of
salary he was receiving from SSG at the time his employment was terminated. By
letter agreement dated effective as of September 1, 2004, the terms of the
Jurick Employment Agreements were extended through and including August 31,
2007, with a present base salary of $500,000 from Emerson. In addition to his
base salary, Mr. Jurick is entitled to an annual bonus upon recommendation by
the Compensation and Personnel Committeedeliberations of our Board of Directors subject to
the final approvalconcerning executive officer compensation.
None of our Board of Directors. On July 1, 2005, Emerson sold its
beneficial ownership interest in SSG. As a result, under the terms of the Jurick
Employment Agreements, Mr. Jurick's annual compensation, commencing July 1,
2005, was increased by $250,000 (the amount of salary he was receiving from SSG
at the time his employment was terminated) to an aggregate of $750,000.

Each of the Jurick Employment Agreements grants to Mr. Jurick severance
benefits, through expiration of the respective terms of each of such agreements,
commensurate with Mr. Jurick's base salary, on the condition that his employment
is terminated due to permanent disability, without cause orexecutive officers served as a resultdirector or a member of constructive discharge (as defined therein). In the event that Mr. Jurick's
employment terminates due to termination for "cause", because Mr. Jurick
unilaterally terminates the agreements or for reasonsa compensation committee (or other than constructive
discharge or permanent disability, Mr. Jurick shall only be entitled to base
salary earned through the applicable date of termination. The Jurick Employment
Agreements also contain non-competition provisions which require that, during
his employment and through the endcommittee serving an equivalent function) of any period inother entity, the executive officers of which he receives severance,
Mr. Jurick (i) shall not be employed by, have any proprietary interest inserved as a director or receive any remuneration from any entity in competition with Emerson, and (ii)
shall not solicit any of Emerson's customers or clients on behalf of any of
Emerson's competitors. Similar provisions are set forth in policies that are
incorporated into each of the employment contracts described below.

Effective September 1, 2001, John J. Raab, Chief Operating Officer and
Senior Executive Vice President, entered into a three-year employment agreement
(the "Raab Employment Agreement") with us, providing for an annual compensation
of $250,000, which was increased to $257,500, effective April 1, 2002, and
$275,000, effective April 1, 2003. By letter agreement dated effective as of
September 1, 2004, the term of the Raab Employment Agreement was extended
through and including August 31, 2007, and his annual compensation was increased
to $286,000, effective April 1, 2005. In addition to his base salary, Mr. Raab
may also receive an additional annual performance bonus to be recommended by the
Compensation and Personnel Committeemember of our Board of Directors subject toduring the final approvalFiscal 2007.
Change in Control
As disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2006, a change in control of Emerson occurred on August 29, 2006, upon the acquisition (the “Share Acquisition”) by The Grande Group Limited, a Singapore corporation (“GGL”), of 13,700 shares (the “Shares”) of our Boardcommon stock. As a result of Directors.

Effective September 1, 2001, Elizabeth J. Calianese, General Counsel,
Senior Vicethe Share Acquisition, as of August 29, 2006, Grande Holdings, may be deemed to have beneficially owned an aggregate of 13,537,500 shares of common stock, which represented approximately 50.02% of the shares of common stock outstanding as of such date. As of November 9, 2007, Grande Holdings, may be deemed to have beneficially owned an aggregate of 15,634,482 shares of common stock, which represented approximately 57.6% of the shares of common stock outstanding as of such date.
The Share Acquisition is one of a series of acquisitions of shares of our common stock by GGL and S&T International Disribution Ltd., a British Virgin Islands corporation (“S&T”), since December 5, 2005. Grande Holdings is (i) the sole parent of GGL and (ii) the sole parent of Grande N.A.K.S. Ltd (“N.A.K.S.”), a British Virgin Islands corporation and sole parent of S&T.
On December 5, 2005, pursuant to an Agreement for the Sale and Purchase of Certain Shares in Emerson (the “Acquisition Agreement”), between Mr. Guttfried Ludwig Prentice Jurick, the former President - Human Resources and Secretary,a former director of the Company, and S&T, S&T purchased from Mr. Jurick 10,000,000 shares of our common stock (the “S&T Shares”) in exchange for $26
28
million in cash and a convertible debenture issued by Grande Holdings with a face value of $26 million. The source of the funds that S&T used to pay the cash component of the purchase price was (i) Grande Holdings’ working capital/cash on hand and (ii) a term loan facility provided by ABN AMRO Bank N.V. (“ABN AMRO”), Hong Kong Branch in the amount of $26 million, under a facility agreement entered into by S&T, Grande Holdings and ABN AMRO, Hong Kong Branch. Grande Holdings guaranteed all of S&T’s obligations under the facility agreement. As additional security for its obligations, S&T (i) pledged and granted to ABN AMRO a three-year
employment agreement (the "Calianese Employment Agreement")security interest in the S&T Shares and (ii) assigned to ABN AMRO, by way of fixed security with us providingfirst-ranking priority, enforceable upon an event of default, all of its rights under the Acquisition Agreement.
From December 6, 2005 through August 28, 2006, Grande Holdings acquired an aggregate of 3,352,800 shares of our common stock (collectively, the “Additional Shares” and together with the Recent Shares, the “GGL Shares”), through open market purchases or privately-negotiated transactions. The total purchase price for the Additional Shares was approximately $11,494,275. The source of funds for the Additional Shares was the working capital of Grande Holdings.
On August 29, 2006, GGL acquired the Shares through an annual compensationopen market purchase. The total purchase price for the Shares was approximately $41,957. The source of $200,000, whichfunds for the Shares was increasedworking capital of Grande Holdings.
Since August 29, 2006, GGL transferred all of its shares of our common stock to $206,000,
effective April 1, 2002,S&T and $220,000 effective April 1, 2003. By letter
agreement dated effective asS&T acquired an additional 2,096,982 shares of September 1, 2004,our common stock.
S&T has the termdirect power to vote and direct the disposition of the Calianese
Employment Agreement was extended throughS&T Shares. GGL has the direct power to vote and including August 31, 2007,direct the disposition of the GGL Shares. As the sole parent of S&T, N.A.K.S. has the indirect power to vote and her
annual compensation was increaseddispose of the S&T Shares held for the account of S&T. As the sole parent of N.A.K.S. and the sole parent of GGL, Grande Holdings has the indirect power to $228,800, effective April 1, 2005.vote and dispose of the S&T Shares and the GGL Shares (collectively, the “Shares”) held for the account of S&T and GGL. As the owner of approximately 64% of the share capital of Grande Holdings, Barrican Investments Corporation (“Barrican”) has the indirect power to vote and dispose of the Shares held for the account of S&T and GGL. As the sole parent of Barrican, The Grande International Holdings Ltd (“Grande International”) has the indirect power to vote and dispose of the Shares held for the account of S&T and GGL. As the sole owner of Grande International, the Ho Family Trust has the indirect power to vote and dispose of the Shares held for the account of S&T and GGL. As the sole beneficiary of the Ho Family Trust, Christopher Ho Wing On has the indirect power to vote and dispose of the Shares held for the account of S&T and GGL. In addition to her base salary, Ms. Calianese is entitled to an annual performance
bonussuch capacities, Grande Holdings, N.A.K.S. and Mr. Ho may be deemed to be recommended by the Compensation and Personnel Committeebeneficial owners of our Board
of Directors, subject to the final approval of our Board of Directors. We have
also agreedShares held for the termaccount of S&T and GGL.
The information regarding the acquisition of the Calianese Employment AgreementShares and three years
thereafter to pay for and maintain legal malpractice insurance covering Ms.
Calianese for occurrences and actions taken by her at any time prior to or
during the termbeneficial holders of such agreementthe Shares was derived from (i) the Statement on Schedule 13D, dated December 12, 2005, filed on behalf of S&T, N.A.K.S., Grande Holdings and Mr. Ho with the Securities and Exchange Commission, as amended, (ii) the Initial Statement of Beneficial Ownership of Securities on
29
Form 3, dated December 5, 2005, filed with the Securities and Exchange Commission on behalf of S&T, N.A.K.S., Grande Holdings, Grande International, Barrican, the Ho Family Trust and Mr. Ho and (iii) the Statements of Changes in Beneficial Ownership of Securities on Form 4 filed with the Securities and Exchange Commission on behalf of Grande Holdings, Grande International, Barrican, the Ho Family Trust and Mr. Ho from time to time since December 5, 2005.
Certain Relationships and Related Transactions
On December 5, 2005, Grande Holdings purchased approximately 37% (10,000,000 shares) of our employees or us. Weoutstanding common stock from our former Chairman and Chief Executive Officer, Geoffrey P. Jurick. Since the initial purchase of common stock, Grande Holdings has increased its holdings of our common stock through open market and private purchases to approximately 57.6% of our outstanding common shares, as of November 9, 2007. On September 21, 2007, Grande Holdings acquired 1,853,882 shares pursuant to a stock purchase agreement with a stockholder who was formerly a beneficial owner of more than 5% of our outstanding common shares.
In December 2005, Emerson sold to Sansui Electronics (UK), an affiliate of Grande (“Sansui”), the Company’s controlling stockholder, aging inventory then located in a warehouse in the United Kingdom. The purchase price was approximately $900,000 and represented the estimated net realizable value (after write downs) of the inventory. After further market price declines Sansui sold the inventory in 2006 and remitted payment owed to Emerson in the amount of $454,822.
In the quarter ended December 31, 2006, Emerson recorded $33.1 million of net revenues and $50,000 of operating profit as a consequence of its participation in a “Black Friday” promotion of 42” plasma television sets by a major retailer. In this transaction, Emerson played several different roles. It assisted in the manufacturing of the product by providing financial assistance to the manufacturer of the television sets, Capetronic Display Limited (“Capetronic”), a subsidiary of Grande. This working capital support, which was provided on an unsecured basis, included (i) the deposit with Capetronic of approximately $6.7 million in order to assist Capetronic in purchases from its parts suppliers, (ii) the opening of approximately $22.1 million of letters of credit under its credit line with Wachovia Bank, for the benefit of Capetronic, which enabled Capetronic to purchase additional parts from its suppliers and (iii) the borrowing of monies under its credit line when the letters of credit were drawn down upon the delivery of the parts to Capetronic. In addition, Emerson purchased the television sets from Capetronic and resold them to a distributor. All amounts owed by Capetronic to Emerson relating to this transaction have alsobeen paid in full.
In October 2006, Emerson entered into an agreement with a consumer electronics distributor (the “Licensee”), pursuant to which, among other things, Emerson agreed to pay all sums, which may be deductible amounts, not otherwise paid by
such insurer.

Effective August 8, 2003, we granted Patrick Murraygrant the Licensee a one-year
severance agreementlicense to distribute and sell LCD televisions (“LCD sets”) in the event his employmentNorth America under Emerson’s “H.H. Scott” brand name. The licensee has a distributor relationship with us is terminated other than
for cause (as defined therein).

Effective June 14, 2005, we granted Guy A. Paglinco a one-year
severance agreement in the event his employment with us is terminated other than
for cause (as defined therein).Grande Holdings. In the event that Messrs. Jurick, Raabfiscal quarter ended December 31, 2006, the Licensee began selling 32” and Ms. Calianese were37” LCD sets to be
terminated duea major United States based retailer. Pursuant to permanent disability, without cause orthe terms of the agreement with the licensee, Emerson was paid a royalty of $110,000 as a result of constructive discharge,such sales through March 31,
30
2007. No sales of LCD televisions pursuant to this agreement occurred and no royalty was paid to Emerson under this agreement during the estimated dollar amountsix month period ended September 30, 2007.
During the third quarter of Fiscal 2007, Emerson provided unsecured financial assistance to Capetronic, Nakamichi Corporation (“Nakamichi”), Akai Electric (China) Co. Ltd. (“Akai”), and Sansui, each of which is a wholly-owned subsidiary of Grande Holdings, in the form of letters of credit and loans which aggregated approximately $22.0 million at December 31, 2006. In reviewing the documentation for certain of the letters of credit referred to above, Emerson determined that some of the parts for which letters of credit were opened were to be used for the manufacture of 27” and 42” television sets to be sold to the Licensee by Akai. Emerson had no direct or indirect interest in such sales, and Capetronic paid after March 31,
2005,Emerson $57,000 as a fee for facilitating such transaction. As a result of such transaction, Emerson may have been deemed to be in breach of certain covenants contained in Emerson’s credit facility. The lender under the credit facility agreed to waive such breaches and Emerson and the lender negotiated an amendment to the credit facility. Emerson was required to pay $125,000 to the lender in connection with the amendment. Emerson has charged this amount back to Capetronic and $125,000 was paid to one of Emerson’s foreign subsidiaries on August 14, 2007 by Capetronic.
On February 21, 2007, Capetronic, Nakamichi, Akai, and Sansui (collectively, the “Borrowers”), each of which is a wholly-owned subsidiary of Grande Holdings, jointly and severally, issued a promissory note (the “Note”) in favor of the Company in the principal amount of $23,501,514. The principal amount of the Note represented the outstanding amount owed to the Company as of February 21, 2007, as a result of certain related party transactions entered into between the Company and the Borrowers described above, including interest that had accrued from the date of such individual, basedrelated party transactions until the date of the Note. Simultaneously with the execution of the Note, Grande Holdings executed a guaranty (the “Guaranty”) in favor of the Company pursuant to which Grande Holdings guaranteed payment of all of the obligations of the Borrowers under the Note in accordance with the terms thereof.
Interest on the termsunpaid principal balance of their respective contracts,
would be $1,750,000, $691,000, and $553,000, respectively. Inthe Note accrued at a rate of 8.25% per annum, commencing on February 21, 2007, until all obligations under the Note were paid in full, subject to an automatic increase of 2% per annum in the event that
Messrs. Murrayof default under the Note in accordance with the terms thereof. Payments of principal and Paglincointerest under the Note were terminated other than for cause, the estimated
dollar amount to be paid after March 31, 2005, basedmade in nine installments from April 1, 2007 through June 3, 2007 in such amounts and on their severance
agreements, would be $380,000 and $182,000, respectively.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Geoffrey P. Jurick servessuch dates as Chairman of the Board, Chief Executive
Officer and President of Emerson and participated in deliberations concerning
Emerson senior executive officer compensation. Until July 1, 2005, Mr. Jurick
had also served as Chairman of the Board and Chief Executive Officer of SSG and
had participated in deliberations concerning its senior executive officer
compensation. As set forth in the Summary Compensation Table above, Mr. Jurick
also received $250,000 per annumNote, with all amounts of interest due under the Note scheduled to be paid with the final installment. As of June 3, 2007, all amounts due under the Note have been repaid.
Since August 2006, Emerson has been providing to Sansui Sales PTE Ltd (“Sansui Sales”) and Akai Sales PTE Ltd (“Akai Sales”), both of which are subsidiaries of Grande Holdings, assistance with acquiring their product. Emerson issues purchase orders to third-party suppliers who manufacture this product, and Emerson issues sales invoices to Sansui Sales’ and Akai Sales’ at gross amounts for this product. Financing for this product is provided by Sansui Sales’ and Akai Sales’ customers in salary from SSG for the services he rendered
to SSG. Mr. Bunger is a Directorform of Emerson who serves on the Emerson
Compensation and Personnel Committee and, until July 1, 2005, had been a
Directortransfer letters of SSG and a member of the SSG Compensation Committee. See "Certain
Relationships and Related Transactions".

REPORT OF COMPENSATION AND PERSONNEL COMMITTEE

The Compensation and Personnel Committee of our Board of Directors (the
"Compensation Committee") oversees our senior executive compensation strategy.
The strategy is implemented through policies designed to support the achievement
of our business objectives and the enhancement of stockholder value. Our
Compensation Committee reviews, on an ongoing basis, all aspects of senior
executive compensation and its policies support the following objectives:

o The reinforcement of management's concern for enhancing stockholder
value.

o The attraction, hiring and retention of qualified executives.

o The provision of competitive compensation opportunities for exceptional
performance.

The basic elements of our senior executive compensation strategy are:

BASE SALARY. Base salaries for our senior executive managers
represent compensation for the performance of defined functions and
assumption of defined responsibilities. The Compensation Committee
reviews each senior executive's base salary on an annual basis. In
determining salary adjustments, the Compensation Committee considers
our growth in earnings and revenues and the executive's performance
level, as well as other factors relatingcredit to the executive's specific
responsibilities. Also consideredsuppliers, and goods are shipped directly from the executive's position,
experience, skills, potentialsuppliers to Sansui Sales’ and Akai Sales’ customers. Emerson recorded income totaling $95,000 for advancement, responsibility,providing this service in the six months ended September 30, 2007. As of September 30, 2007, Akai Sales and current salary in relation to the expected level of pay for the
position. Our Compensation Committee exercises its judgment based upon
the above criteria and does not apply a specific formula or assign a
weight to each factor considered.

ANNUAL INCENTIVE COMPENSATION. At the beginning of each year,
our Board of Directors establishes our performance goals for that year,
which may include target increases in sales, net income and earnings
per share, as well as more subjective goals with respect to marketing,
product introduction and expansion of customer base. Bonuses awarded to
executive officers are discretionary based primarily upon individual
achievement.

LONG-TERM INCENTIVE COMPENSATION. Our long-term incentive
compensation for management and employees consists of stock options
awarded under our stock option plans.

Our Compensation Committee views the granting of stock optionsSansui Sales collectively owed Emerson $398,000 as a significant methodresult of aligning management's long-term intereststhese transactions.
31
In January 2006, we entered into an agreement with thoseGrande Holdings pursuant to which we rent office space in Hong Kong and receive related office services from Grande Holding. The agreement expires in December 31, 2008, unless terminated earlier by either party upon three months prior written notice of the stockholders and determines awards to executives based on its evaluation of
criteria that include responsibilities, compensation, past and expected
contributions to the achievement of our long-term performance goals. Stock
options are designed to focus executives on our long-term performancetermination by enabling them to share in any increases in value of our stock.

Our Compensation Committee encourages executives, individually and
collectively, to maintain a long-term ownership position in our stock. The
Compensation Committee believes this ownership, combined with a significant
performance-based incentive compensation opportunity, forges a strong link
between our executives and stockholders.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

Mr. Geoffrey P. Jurick is our Chief Executive Officer, Chairman of the
Board of Directors and President. The Compensation Committee considered the
results in all aspects of our business, and Mr. Jurick's performance during
Fiscal 2005.

Mr. Jurick's annual compensation for Fiscal 2005 was comprised of an
annual base salary of $500,000. In Fiscal 2005, Mr. Jurick also received
$250,000 in salary for the services he rendered to SSG. See "Summary
Compensation Table".

POLICY ON QUALIFYING COMPENSATION

Our Board of Directors has considered the potential impact of Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). Section
162(m) generally provides that a publicly held company's deduction for
compensation paid to its covered employees is limited to $1 million per year,
subject to certain exceptions. Our policy is to qualify, to the extent
reasonable, our executive officers' compensation for deductibility under
applicable tax laws. However, the Board of Directors believes that its primary
responsibility is to provide a compensation program that will attract, retain
and reward the executive talent necessary to our success. Consequently, the
Board of Directors recognizes that the loss of a tax deduction could be
necessary in some circumstances.

This report is submitted by the members of the Board of Directors and
the Compensation and Personnel Committee that were in existence at the end of
Fiscal 2005.

Board of Directors Compensation and Personnel Committee
- ------------------ ------------------------------------
Geoffrey P. Jurick, Chairman Peter G. Bunger
Peter G. Bunger Jerome H. Farnum
Jerome H. Farnum
Herbert A. Morey

This report shall not be deemed "soliciting material" or incorporated
by reference in any filing by us under the Securities Act of 1933, as amended
(the "Securities Act") or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), except to the extent that we specifically incorporate this
information by reference, and shall not otherwise be deemed filed under either act.

AUDIT COMMITTEE MATTERS

Audit Committee Charter. The Audit Committee performed its duties
during Fiscal 2005 under a written charter approved by the Board of Directors
and filed as Annex A to our Proxy Statement for fiscal 2003, filed as of July
29, 2003. The Audit Committee Charter was amended to permit a minimum of two (2)
members. A copy of the amended charter is attached hereto as Annex A.

Audit Committee Financial Expert. The Board of Directors has determined
that Herbert A. Morey constitutes our "audit committee financial expert," as
such term is defined by the SEC.

Independence of Audit Committee Members. Our common stock is listed on
AMEX and we are governed by the listing standards of such exchange. All members
of the Audit Committee of the Board of Directors have been determined to be
"independent directors" under the listing standards of AMEX.

REPORT OF THE AUDIT COMMITTEE

This report shall not be deemed "soliciting material" or incorporated
by reference in any filing by us under the Securities Act or the Exchange Act
except to the extent that we specifically incorporate this information by
reference, and shall not otherwise be deemed filed under either act.

Through March 2005, the Audit Committee was comprised of Messrs. Brown
(now deceased), Farnum and Morey. All members of the Audit Committee have been
determined to be independent as defined by the listing standards of the American
Stock Exchange.

In this context, the Audit Committee has reviewed the audited
consolidated financial statements and have met and held discussions with
management and BDO Seidman, LLP, Emerson's independent auditors ("BDO").
Management has represented to the Audit Committee that Emerson's consolidated
financial statements were prepared in accordance with generally accepted
accounting principles. Our independent auditors are responsible for performing
an independent audit of Emerson's financial statements in accordance with
auditing standards generally accepted in the United States and for issuing a
report on those financial statements. The Audit Committee is responsible for
monitoring and overseeing these processes. The Audit Committee also discussed
with the independent auditors matters required to be discussed by Statement on
Auditing Standards No. 61, which includes, among other items, matters related to
the conduct of the audit of Emerson's financial statements:

o methods to account for significant unusual transactions;

o the effect of significant accounting policies in controversial or
emerging areas for which there is a lack of authoritative guidance or
consensus;

o the process used by management in formulating particularly sensitive
accounting estimates and the basis for the auditors' conclusions
regarding the reasonableness of those estimates; and

o disagreements, if any, with management over the application of
accounting principles, the basis for management's accounting estimates
and the disclosures in the financial statements (there were no such
disagreements).

The independent auditors also provided the Audit Committee with written
disclosures and the letter required by Independence Standards Board Standard
No. 1, which relates to the auditors' independence from Emerson and its related
entities, and the Audit Committee discussed with the independent auditors their
independence. This standard further requires the auditors to disclose annually
in writing all relationships that in the auditors' professional opinion may
reasonably be thought to bear on their independence, confirm their perceived
independence and engage in the discussion of independence.

Based on the Audit Committee's discussions with management and the
independent auditors, as well as the Audit Committee's review of the
representations of management and the report of the independent auditors to the
Audit Committee, the Audit Committee recommended to the Board of Directors that
Emerson's audited consolidated financial statements be included in the Annual
Report on Form 10-K forparty. For the fiscal year ended March 31, 2005,2007, we incurred expenses to Grande Holdings of approximately $429,000. For the six month period ended September 30, 2007, we incurred expenses to Grande Holdings of approximately $193,000, including rent expense of approximately $78,000 and filed withrelated office services expense of approximately $115,000.
In May 2007, Emerson paid a $10,000 commission to Vigers Hong Kong Ltd (“Vigers”), a property agent and a subsidiary of Grande Holdings, related to the SEC.

The Audit Committee has selected BDO to be retained as Emerson's
independent certified public accountants to conduct the annual audit and to
report on, as may be required, the consolidated financial statements that may be
filedsale of a building owned by Emerson withto an unaffiliated buyer for approximately $2,000,000. Upon the SEC during the ensuing year.

Membersclosing of the Audit Committee
- ------------------------------
Jerome H. Farnum
Herbert A. Morey (Chairman)

FEES BILLED FOR SERVICES RENDERED BY PRINCIPAL ACCOUNTANTsale in September 2007, Emerson paid an additional $10,000 commission to Vigers.
In June 2007 Emerson paid a one-time sales commission in the amount of $14,000 to an Executive Director of Grande Holdings, who is also Emerson’s President-International Sales and also a Director of Emerson. The commission was 50% of the net margin on a sale by Emerson to an unaffiliated customer.
In May 2007, we entered into an agreement with Goldmen Electronic Co. Ltd. (“Goldmen”), pursuant to which we agreed to pay $1,682,220 in exchange for Goldmen’s manufacture and delivery to us of musical instruments in order for us to meet our delivery requirements of these instruments in the first week of September 2007. In July 2007, we learned that Goldmen had filed for bankruptcy and was unable to manufacture the musical instruments we had ordered. Promptly after we learned of Goldmen’s bankruptcy, Capetronic agreed to manufacture the musical instruments on substantially the same terms and conditions, including the price, as Goldmen had agreed to manufacture them. On July 12, 2007, we paid Tomei Shoji Limited, an affiliate of Grande Holdings, $125,000 to acquire from Goldmen and deliver to Capetronic the molds and equipment necessary for Capetronic to manufacture the musical instruments. On or about July 16, 2007, we made two upfront payments totaling $546,000 to Capetronic. On July 20, 2007, Capetronic advised us that it was unable to manufacture the musical instruments for us because it did not have the requisite governmental licenses to do so. Capetronic currently physically possesses the musical instrument molds owned by Emerson and owes Emerson $546,000 for the upfront advances made in anticipation of Capetronic’s manufacture of the instruments. In accordance with a Board resolution in February 2007 requiring review of related party transactions in excess of $500,000, the requirements of the Sarbanes-Oxley Act of 2002management Related Party Transaction Committee reviewed and the Audit Committee's charter, all audit and audit-related work and all
non-audit work performed by our independent accountants, BDO, is approved in
advancethis transaction. The transaction was also approved by the Audit Committee includingin July 2007.
In June 2007, Emerson and Capetronic entered into an agreement pursuant to which Emerson has agreed to provide freight forwarding services to Capetronic. Pursuant to the proposed fees for such work. The
Audit Committee is informedagreement, Emerson has agreed to pay the costs of each service actually rendered. Prior to March
31, 2004, when BDO was retained by us as our independent accountants, Ernst &
Young, LLP ("Ernst & Young") served as our independent accountants during Fiscal
2004.

>> Audit Fees. Audit fees billed to us by BDOimportation of Capetronic’s inventory on Capetronic’s behalf, arrange for the auditinventory to be received at a port of entry, cleared through the financial statements included in our Annual Reports on Form 10-K,United States Customs Service using Emerson’s regularly engaged broker, and reviewstransfer the inventory to a common carrier as arranged by Ernst & Young and BDO of the financial statements
included in our Quarterly Reports on Form 10-Q, for the fiscal
years ended March 31, 2004 and 2005 totaled approximately
$258,000 and $242,000, respectively.

>> Audit-Related Fees. We were billed $11,000 and $16,000 by BDO for
the fiscal years ended March 31, 2004 and 2005, respectively, for
assurance and related services that are reasonably relatedCapetronic’s customer. Pursuant to the performanceagreement, if Capetronic’s customer fails to make such arrangements with a common carrier, Emerson is
32
required to transfer the inventory to Emerson’s warehouse for storage or make other arrangements with a public warehouse. Following the transfer of the audit or review of Emerson's financial
statements and are not reported under the caption Audit Fees
above.

>> Tax Fees. BDO billed us an aggregate of $117,000 and $196,000,
for the fiscal years ended March 31, 2004 and 2005, respectively,
for tax services, principally related to the preparation of
income tax returns and related consultation.

>> All Other Fees. We were billed $195,000 and $0 by BDO for the
fiscal years ended March 31, 2004 and 2005, respectively, for
permitted non-audit services, principally consultation related to
mergers and acquisitions.

Applicable law and regulations provide an exemption that permits
certain services to be provided by our outside auditors even if they
are not pre-approved. We have not relied on this exemption at any time
since the Sarbanes-Oxley Act was enacted.

CHANGE IN ACCOUNTANTS

As discussed above and previously reported in a Form 8-K dated April 2,
2004, on March 31, 2004, we retained the services of BDO as our independent
auditors to replace our former independent auditors, Ernst & Young. This
engagement and replacement was approved by our Board of Directors on the
recommendation of our Audit Committee. During our two recent fiscal years ended
March 31, 2003 and March 31, 2004, respectively, we did not consult with BDO
regarding any matters noted in Items 304(a) of Regulation S-K. BDO has provided
tax services to us during the fiscal years ended March 31, 2003, 2004 and 2005
and is expected to continue to provide such services to us.

There have been no "disagreements" within the meaning of Item
304(a)(1)(iv) of Regulation S-K, or any events of the type listed in Item
304(a)(1)(v)(A) through (D) of Regulation S-K, involving Ernst & Young that
occurred within our two recent fiscal years ended March 31, 2003 and March 31,
2004, respectively. Ernst & Young's report on our financial statements for the
fiscal year ended March 31, 2003 did not contain any adverse opinion or
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles.

NOMINATING COMMITTEE MATTERS

Nominating Committee Charter. The Board has adopted a Nominating
Committee charter to govern its Nominating Committee, a copy of which was filed
as Exhibit 3 to our Proxy Statement for Fiscal 2004, filed as of July 29, 2004.

Independence of Nominating Committee Members. All members of the
Nominating Committee of the Board of Directors have been determined to be
"independent directors" under the AMEX rules.

Procedures for Considering Nominations Made by Stockholders. The
Nominating Committee's charter describes procedures for nominations to be
submitted by stockholders and other third-parties, other than candidates who
have previously served on the Board or who are recommended by the Board. Our
charter states that a nomination must be delivered to the Secretary ofCapetronic’s inventory, Emerson
at our principal executive offices not later than the close of business on the
ninetieth (90th) day nor earlier than the close of business on the one hundred
twentieth (120th) day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that if the date of the annual meeting is
more than thirty (30) days before or more than sixty (60) days after such
anniversary date, notice to be timely must be so delivered not earlier than the
close of business on the one hundred twentieth (120th) day prior to such annual
meeting and not later than the close of business on the later of the ninetieth
(90th) day prior to such annual meeting or the close of business on the tenth
(10th) day following the day on which public announcement of the date of such
meeting is first made by us. The public announcement of an adjournment or
postponement of an annual meeting will not commence a new time period (or extend
any time period) for the giving of a notice as described above. The charter
requires a nomination notice to set forth as to each person whom the proponent
proposes to nominate for election as a director: (a) all information relating to
such person that is required to be disclosed in solicitationsprovide next day delivery of proxiesall importation documents and bills of lading to Capetronic’s customer. In consideration for electionthe foregoing, Capetronic has agreed to reimburse Emerson for all costs incurred by Emerson within thirty days of directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (including such person's written consent to being named in the proxy
statement as a nomineedemand by Emerson, after which interest will accrue, and to serving aspay Emerson a director if elected), and (b)
information that will enable the Nominating Committee to determine whether the
candidate satisfies the criteria established by the Nominating Committee, as
described below.

Qualifications. The charter describes the minimum qualifications for
nominees and the qualities or skills that are necessary for directors to
possess. Each nominee:

o must satisfy any legal requirements applicable to membersservice fee of 12% of the Board;

o must have business or professional experience that will enable such
nominee to provide useful input toimportation costs. For the Board in its deliberations;

o must have a reputation in Emerson's industry, for honesty and
ethical conduct;

o must have a working knowledge of the types of responsibilities
expected of members of a board of directors of a public corporation;
and

o must have experience, either as a member of the board of directors
of another public or private company or in another capacity, that
demonstrates the nominee's capacity to serve in a fiduciary
position.

Identification and Evaluation of Candidatesthree months ended September 30, 2007, Emerson has billed Capetronic for the Board. Candidatesreimbursement of importation costs totaling $246,000 and a commission of $29,000. As of September 30, 2007, Capetronics owed $275,000 to serve on the Board will be identifiedEmerson under this agreement.
The Company’s Audit Committee has received from all available sources, including
recommendations made by stockholders. The Nominating Committee's charter
provides that there will be no differences in the manner in which the Nominating
Committee evaluates nominees recommended by stockholders and nominees
recommended by the Committee or management, except that no specific process
shall be mandatedan independent investigator a report with respect to the nomination of any individuals who have
previously served on the Board. The evaluation process for individuals other
than existing Board members will include:

o a reviewcertain of the information providedrelated party transactions entered into by the Company, including its subsidiaries, with affiliates of Grande Holdings from December 2005 to the Nominating Committee by
the proponent;

o apresent, and is continuing its independent review of reference letters from at least two sources determined
to be reputable by the Nominating Committee; and

o a personal interview of the candidate;

o together with a review ofinto such other information as the Nominating
Committee shall determine to be relevant.

Third Party Recommendations. In connection with the potential purchase
of 10,000,000 shares of our common stock owned by Mr. Jurick by The Grande
Holding Limited, the Nominating Committee considered and approved the nomination
of Michael A. B. Binney to our Board of Directors, subject to approval by our
stockholders at the Annual Meeting.

COMPARISON OF CUMULATIVE TOTAL RETURN

SHARE PRICE PERFORMANCE GRAPH

The following graph shows a comparison of cumulative total returns on
our common stock for the period April 1, 2000 to March 31, 2005, with the
cumulative total return over the same period for the American Stock Exchange and
a peer group of companies. Companies used for the peer group are Boston
Acoustics, Inc., Cobra Electronics Corp., Concord Camera Corp., Koss Corp. and
Pioneer Corporation. In selecting companies to be part of the peer group, we
focus on publicly traded companies that design and/or distribute consumer
electronic products, which have characteristics similar to ours in terms of one
or more of the following: type of product, distribution channels, sourcing or
sales volume. The comparison assumes the investment of $100 in our common stock
on April 1, 2000, and reinvestment of all dividends. The information in the
graph was provided by Coredata, Inc.

COMPARISON OF CUMULATIVE TOTAL RETURN OF
EMERSON RADIO CORP., PEER GROUP INDEX AND BROAD MARKET INDEX

FISCAL YEAR ENDING

COMPANY/INDEX/MARKET 2000 2001 2002 2003 2004 2005
EMERSON RADIO CORP. 100.00 173.33 172.00 917.33 509.33 469.33
PEER GROUP INDEX 100.00 83.63 63.77 68.50 97.03 60.41
AMEX MARKET INDEX 100.00 84.36 83.67 79.91 112.93 118.31

THE PEER GROUP INDEX IS MADE UP OF THE FOLLOWING SECURITIES:

BOSTON ACOUSTICS, INC.
COBRA ELECTRONICS CORP.
CONCORD CAMERA CORP.
KOSS CORP.
PIONEER CORPORATION

THE STOCK PRICE PERFORMANCE DEPICTED IN THE ABOVE GRAPH IS NOT NECESSARILY
INDICATIVE OF FUTURE PRICE PERFORMANCE. THE SHARE PRICE PERFORMANCE GRAPH WILL
NOT BE DEEMED "SOLICITING MATERIAL" OR TO BE INCORPORATED BY REFERENCE IN ANY
FILING BY US UNDER THE SECURITIES ACT OR THE EXCHANGE ACT EXCEPT TO THE EXTENT
THAT WE SPECIFICALLY INCORPORATE THE GRAPH BY REFERENCE.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATIONSHIP WITH SPORT SUPPLY GROUP, INC.

On July 1, 2005, we and Emerson Radio (Hong Kong) Limited ("Emerson
HK"), our wholly owned subsidiary, sold all of the issued and outstanding shares
of SSG common stock that we owned, aggregating 4,746,023 shares, or
approximately 53.2% ownership of SSG, for $32 million or $6.74 per share.

Prior to July 1, 2005 and during Fiscal 2005, our Board of Directors
included the following people that were associated with SSG: Geoffrey P. Jurick,
our Chairman, Chief Executive Officer and President and Chairman and Chief
Executive Officer of SSG, and Peter G. Bunger, a Director of both companies and
member of the Compensation Committee of each company.

During 1997, we entered into a management services agreement with SSG
in an effort to share certain administrative and logistic functions and to
enable SSG and Emerson to reduce certain costs. In connection with the sale of
our interest in SSG, the management services agreement was amended to permit
termination of various defined Transition Services on one hundred twenty (120)
days' prior notice by either Emerson or SSG in order to facilitate the parties'
transition of the Transition Services to another provider. We incurred net fees
of $206,000, $319,000 and $307,000 for services provided pursuant to this
agreement during Fiscal 2005, 2004 and 2003, respectively.

FUTURE TRANSACTIONStransactions.
Future Transactions
We have adopted a policy that all future affiliated transactions will be made or entered into on terms no less favorable to us than those that can be obtained from unaffiliated third parties. In addition, all future affiliated transactions, must be approved by a majority of the independent outside members of our Board of Directors who do not have an interest in the transactions.

27
Director Independence
We currently have nine directors, Christopher Ho, Adrian Ma, Greenfield Pitts, Michael A.B. Binney, Eduard Will, Peter G. Bünger, W. Michael Driscoll, Jerome H. Farnum and Norbert R. Wirsching. If all of the director nominees are elected at our annual meeting, immediately following our annual meeting, we will have ten directors, Christopher Ho, Adrian Ma, Greenfield Pitts, Michael A.B. Binney, Eduard Will, W. Michael Driscoll, Mirzan Mahathir, David R. Peterson, Kareem Sethi and Norbert R. Wirsching. Our Board of Directors has determined that each of that Messrs. Bünger, Driscoll, Farnum, Sethi and Wirsching are “independent” as defined under the American Stock Exchange listing standards.
33
COMPARISON OF CUMULATIVE TOTAL RETURN
Performance Graph
The following graph shows a comparison of cumulative total returns on our common stock for the period April 1, 2002 to March 31, 2007, with the cumulative total return over the same period for the American Stock Exchange and a peer group of companies. Companies used for the peer group are Boston Acoustics, Inc., Cobra Electronics Corp., Concord Camera Corp., Koss Corp. and Pioneer Corporation. Boston Acoustics, Inc. merged with D&M Holdings in August 2005, and as a result was only included in the peer group index through 2005. In selecting companies to be part of the peer group, we focus on publicly traded companies that design and/or distribute consumer electronic products that have characteristics similar to ours in terms of one or more of the following: (i) type of product, (ii) distribution channels, (iii) sourcing or (iv) sales volume. The comparison assumes the investment of $100 in our common stock on April 1, 2002, and reinvestment of all dividends. The information in the graph was provided by Hemscott, Inc.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG EMERSON RADIO CORP.,
AMEX MARKET INDEX AND PEER GROUP INDEX
Company Fiscal Year Ending
Index Market 3/28/2002 3/31/2003 3/31/2004 3/31/2005 3/31/2006 3/30/2007
Emerson Radio Corp. 100.00 533.33 296.12 272.87 289.92 248.06
Peer Group Index 100.00 107.42 152.16 94.73 74.64 62.86
AMEX Market Index 100.00 95.50 134.97 141.40 173.54 186.62
The stock price performance depicted in the above graph is not necessarily indicative of future price performance. The performance graph will not be deemed “soliciting material” or be incorporated by reference in any filing by us under the Securities Act or the Exchange Act except to the extent that we specifically incorporate the graph by reference.
34
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, LLP MOORE STEPHENS, P.C.
AS THE INDEPENDENT AUDITORSREGISTERED ACCOUNTING FIRM OF EMERSON
FOR THE FISCAL YEAR ENDING 20062008
The Audit Committee has reappointed BDO Seidman, LLPappointed Moore Stephens, P.C. as our independent registered accountantsaccounting firm to audit theour financial statements of Emerson for the fiscal year ending March 31, 2006,2008, and has further directed that management submit the selection of an independent registered accountantsaccounting firm for ratification by our stockholders at the Annual Meeting of Stockholders.annual meeting. Stockholder ratification of the selection of BDOMoore Stephens, P.C. is not required by our by-laws or otherwise. However, we are submitting the selection of BDOMoore Stephens, P.C. to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain BDO.Moore Stephens, P.C. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered accounting firm at any time during the year if it is determined that such a change would be in the best interests of Emerson and its stockholders.
Representatives of the firm of BDOMoore Stephens, P.C. are expected to be present at the
Annual Meeting of Stockholdersour annual meeting and will have an opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions.

VOTE REQUIRED
In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Audit Committee’s charter, all audit and audit-related work and all non-audit work performed by our independent registered accounting firm, Moore Stephens, P.C., is approved in advance by the Audit Committee, including the proposed fees for such work. The Audit Committee is informed of each service actually rendered.
Ø Audit Fees.Audit fees billed to us by Moore Stephens for the audit of the financial statements included in our Annual Reports on Form 10-K, and reviews by Moore Stephens of the financial statements included in our Quarterly Reports on Form 10-Q, for the fiscal years ended March 31, 2006 and 2007 totaled approximately $233,000 and $344,000, respectively.
Ø Audit-Related Fees. We were billed $0 and $2,900 by Moore Stephens for the fiscal years ended March 31, 2006 and 2007, respectively, for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the captionAudit Feesabove.
Ø Tax Fees.Moore Stephens billed us an aggregate of $64,000 and $0, for the fiscal years ended March 31, 2006 and 2007, respectively, for tax services, principally related to the preparation of income tax returns and related consultation.
Ø All Other Fees.We were billed $0 and $0 by Moore Stephens for the fiscal years ended March 31, 2006 and 2007, respectively, for permitted non-audit services, principally procedures in connection with the audit of our parent company’s consolidated financial statements for its fiscal year ended December 31, 2006, a portion of which will be credited to our audit fees for the audit of our financial statements for our fiscal year ended March 31, 2007.
35
Applicable law and regulations provide an exemption that permits certain services to be provided by our outside auditors even if they are not pre-approved. We have not relied on this exemption at any time since the Sarbanes-Oxley Act was enacted.
Change in Accountants
As previously reported in a Current Report on Form 8-K dated May 23, 2006, on May 17, 2006, we retained the services of Moore Stephens as our independent registered accounting firm to replace our former independent auditors, BDO Seidman, LLP (“BDO”), who resigned as our independent registered public accounting firm on March 7, 2006. BDO served as our independent registered public accounting firm since March 31, 2004.
The engagement of Moore Stephens, P.C. and the replacement of BDO was approved by our Board of Directors on the recommendation of our Audit Committee. During our two most recent fiscal years ended March 31, 2007 and March 31, 2006, respectively, and any subsequent interim period to May 17, 2006, we did not consult with Moore Stephens regarding any matters noted in Item 304(a) of Regulation S-K. BDO provided tax services to us during the fiscal years ended March 31, 2005, 2006 and 2007 and is expected to continue to provide such services to us.
There were no “disagreements” within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or any events of the type listed in Item 304(a)(1)(v)(A) through (D) of Regulation S-K, involving BDO that occurred within our most recent fiscal year ended March 31, 2005. BDO’s report on our financial statements for the fiscal year ended March 31, 2005 did not contain any adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During the year ended March 31, 2005 and through March 7, 2006, there had been no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreement in connection with its reports on the financial statements for such periods.
36
During the year ended March 31, 2005 and through March 7, 2006, there had been no reportable events as described in Item 304(a)(1)(v)(A) through (D) of Regulation S-K.
We provided BDO with a copy of the disclosures made pursuant to the Form 8-K (which disclosures are consistent with the disclosures noted above) and BDO furnished us with a letter addressed to the SEC stating that it agrees with the statements made by us in the Form 8-K filing, a copy of which was filed as an exhibit to the Form 8-K.
Vote Required
The affirmative vote of a majority of the votes cast at the meeting at which a quorum representing a majority of all outstanding shares of our common stock is present and voting, either in person or by proxy, is required for the ratification of our independent registered accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION
OF THE APPOINTMENT OF BDO SEIDMAN, LLPMOORE STEPHENS, P.C. AS INDEPENDENT
AUDITORS OF EMERSON FOR THE FISCAL YEAR ENDING MARCH 31, 2008.
37
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors, officers, and stockholders who beneficially own more than 10% of any class of our equity securities registered pursuant to Section 12 of the Exchange Act, to file initial reports of ownership and reports of changes in ownership with respect to our equity securities with the Securities and Exchange Commission and the American Stock Exchange. All reporting persons are required to furnish us with copies of all reports that such reporting persons file with the SEC pursuant to Section 16(a) of the Exchange Act.
Based solely on our review of the copies of such forms received by us, the following reports were not filed on a timely basis during Fiscal 2007: Grande Holdings, Ltd., a beneficial owner or more than 10% of our outstanding shares of common stock, filed late nine Form 4’s with respect to nine transactions pursuant to which Grande Holdings, Ltd. purchased shares of our common stock during the period from April 13, 2006 through August 8, 2006; and John Florian, our former Principal Accounting Officer and Principal Financial Officer, filed late a Form 3 reporting that he became a “reporting person” within the meaning of Section 16(a) of the Exchange Act on June 6, 2006. 28
Mr. Florian ceased to serve as our Principal Accounting Officer and Principal Financial Officer upon Mr. Pitts’ appointment as our Chief Financial Officer on February 19, 2007.
STOCKHOLDER COMMUNICATIONS AND PROPOSALS

The
Our Board of Directors has established a procedure that enables stockholders to communicate in writing with members of the Board.our Board of Directors. Any such communication should be addressed to Emerson'sour Secretary and should be sent to such individual c/o Emerson Radio Corp., 9 Entin Road, Parsippany, New Jersey 07054. Any such communication must state, in a conspicuous manner, that it is intended for distribution to the entire Board of Directors. Under the procedures established by the Board, upon the Secretary'sSecretary’s receipt of such a communication, Emerson'sour Secretary will send a copy of such communication to each member of the Board of Directors, identifying it as a communication received from a stockholder. Absent unusual circumstances, at the next regularly scheduled meeting of the Board of Directors held more than two days after such communication has been distributed, the Board of Directors will consider the substance of any such communication.

SEC regulations permit stockholders
Stockholder proposals to submit proposals for
considerationbe presented at annual meetings of stockholders. Any such proposals for
Emerson'sour Annual Meeting of Stockholders to be held in 2006 must be submitted to
Emerson on or before July 14, 2006,2008, for inclusion in our proxy statement and must comply with applicable regulationsform of the SEC in order to be included in proxy materials relating to that meeting.
Stockholder proposals submitted outside the SEC proxy rule requirementsmeeting, must be received by Emerson's Secretary in a timely fashion. Such notice and information
regarding the proposal and the stockholder must be delivered to or mailed and
received by Emerson's Secretaryus at our principal executive offices c/o Emerson
Radio Corp.,located at 9 Entin Road, Parsippany, New Jersey 07054.07054, addressed to the Secretary, on or before July 24, 2008. If, you desirehowever, our 2008 Annual Meeting of Stockholders is changed by more than thirty (30) days from the date of the Annual Meeting, the deadline is a reasonable time before we begin to bringprint and mail our proxy materials for the 2008 Annual Meeting of Stockholders. Such stockholder proposals must comply with our bylaws and the requirements of Regulation 14A of the Exchange Act. See “Election of Directors” for information on stockholder submissions of nominations for election to the Board of Directors.
38
Rule 14a-4 of the Exchange Act governs our use of discretionary proxy voting authority with respect to a stockholder proposal beforethat is not addressed in the next annual meeting and suchproxy statement. With respect to our 2008 Annual Meeting of Stockholders, if we are not provided notice of a stockholder proposal prior to October 7, 2008, we will be permitted to use our discretionary voting authority when the proposal is not timely
submitted for inclusionraised at the meeting, without any discussion of the matter in Emerson'sthe proxy materials relating to that meeting,
you can still submit the proposal if it is received by Emerson no later than
September 27, 2006.

statement.
PERSONS MAKING THE SOLICITATION
The enclosed proxy is solicited on behalf of our Board of Directors. We will pay the cost of soliciting proxies in the accompanying form. Our officers may solicit proxies by mail, telephone, telegraph or fax. Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy material to beneficial owners of our shares of common stock. We have retained the services of American Stock Transfer & Trust Company to solicit proxies by mail, telephone, telegraph or personal contact.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for action at the meeting other than the matters set forth herein. Should any other matter requiring a vote of stockholders arise, the proxies in the enclosed form confer upon the person or persons entitled to vote the shares represented by such proxies discretionary authority to vote the same in accordance with their best judgment in the interest of Emerson.

29
FINANCIAL STATEMENTS
A copy of our Annual Report on Form 10-K/A10-K for the fiscal year ended March 31, 2005,2007, including financial statements, accompanies this Proxy
Statement.proxy statement. The Annual Report is not to be regarded as proxy soliciting material or as a communication by means of which any solicitation is to be made. We filed an amendment to our Annual Report on Form 10-K in July 2007 in order to include certain information regarding our management, compensation and other matters. All of the information included in such amendment has been updated and is included in this proxy statement. A copy of our Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended March 31, 2005,2007, filed with the SEC, is available (excluding exhibits) without cost to stockholders upon written request made to Investor Relations, Emerson Radio Corp., Nine Entin Road, Parsippany, New Jersey 07054-0430 or on-line at our web site: www.emersonradio.com.
By Order of the Board of Directors,

ELIZABETH J. CALIANESE
Senior Vice President-Human Resources,
General Counsel and
Andrew L. Davis
Secretary
November 9, 2005

ANNEX A

EMERSON RADIO CORP.

AUDIT COMMITTEE CHARTER

AMENDED AS OF SEPTEMBER 13, 2005

I. STATEMENT OF POLICY

The Audit Committee shall assist the Board of Directors (the "Board")
of Emerson Radio Corp. ("Emerson") in fulfilling its oversight responsibility by
reviewing the accounting and financial reporting processes of Emerson and its
subsidiaries (collectively, the "Company"), the Company's system of internal
controls regarding finance, accounting, legal compliance and ethics, and the
audits of the Company's financial statements. In so doing, it is the
responsibility of the Audit Committee to maintain free and open means of
communications among the Company's Board of Directors, outside auditors and
senior management. The Audit Committee's primary responsibilities and duties
are:

o Serve as an independent and objective party to monitor the Company's
financial reporting process, internal control system and disclosure
control system.

o Review and appraise the audit efforts of the Company's independent
accountants.

o Assume direct responsibility for the appointment, compensation,
retention and oversight of the work of the outside auditors and for
the resolution of disputes between the outside auditors and the
Company's management regarding financial reporting issues.

o Provide an open avenue of communication among the independent
accountants, financial and senior management and the Board.

The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities identified in Section IV of this Charter.

The Company shall be responsible for providing the Audit Committee with
appropriate funding, as determined by the Audit Committee, in order to
compensate the outside auditors and advisors engaged by or employed by the Audit
Committee.

II. COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee shall consist of at least two (2), but no greater
than three (3), "independent" Directors of Emerson and shall serve at the
pleasure of the Board. An "independent" Director is defined as an individual who
(a) is not an officer or salaried employee or an affiliate of the Company, (b)
does not have any relationship that, in the opinion of the Board, would
interfere with his or her exercise of independent judgment as an Audit Committee
member, (c) meets the independence requirements of the Securities and Exchange
Commission (the "SEC") and the American Stock Exchange or such other securities
exchange or market on which Emerson's securities are traded and (d) except as
permitted by the SEC and the American Stock Exchange or such other securities
exchange or market on which Emerson's securities are traded, does not accept any
consulting, advisory or other compensatory fee from the Company.

Emerson shall use its best efforts to ensure that at least one member
of the Audit Committee shall be a "financial expert" as defined by the SEC and
the American Stock Exchange or such other securities exchange or market on which
Emerson's securities are traded. Each Audit Committee member must be able to
read and understand financial statements, including a balance sheet, income
statement, and cash flow statement.

The members of the Audit Committee shall be designated by the full
Board from time to time. The Board shall designate one member of the Audit
Committee to serve as chairperson of the committee.

III. MEETINGS AND MINUTES

The Audit Committee shall meet at least quarterly, with additional
meetings if circumstances require, for the purpose of satisfying its
responsibilities. The Audit Committee shall maintain minutes of each meeting of
the Audit Committee and shall report the actions of the Audit Committee to the
Board, with such recommendations as the Audit Committee deems appropriate.

IV. RESPONSIBILITIES AND DUTIES OF THE AUDIT COMMITTEE

The Audit Committee shall oversee and monitor the Company's accounting
and financial reporting process, internal control system and disclosure control
system, review the audits of the Company's financial statements and review and
evaluate the performance of the Company's outside auditors. In fulfilling these
duties and responsibilities, the Audit Committee shall take the following
actions, in addition to performing such functions as may be assigned by law, the
Company's certificate of incorporation, the Company's bylaws or the Board.

1. The Audit Committee shall assume direct responsibility for the
appointment, retention and oversight of the work of the outside
auditors and, when appropriate, the replacement of the outside
auditors. As part of the audit process, the Audit Committee shall meet
with the outside auditors to discuss and decide the audit's scope. The
Audit Committee shall determine that the outside audit team engaged to
perform the external audit consists of competent, experienced, auditing
professionals. The Audit Committee shall also review and approve the
compensation to be paid to the outside auditors and shall be authorized
to compensate the outside auditors.

2. The Audit Committee shall take, or recommend that the full Board take,
appropriate action to ensure the independence of the outside auditors.
The Audit Committee shall require the outside auditors to advise the
Company of any fact or circumstances that might adversely affect the
outside auditors' independence or judgment with respect to the Company
under applicable auditing standards. The Audit Committee shall require
the outside auditors to submit, on an annual basis, a formal written
statement setting forth all relationships between the outside auditors
and the Company that may affect the objectivity and independence of the
outside auditors. Such statement shall confirm that the outside
auditors are not aware of any conflict of interest prohibited by
Section 10A(l) of the Securities Exchange Act of 1934 (the "Exchange
Act"). The Audit Committee shall actively engage in a dialogue with the
outside auditors with respect to any disclosed relationships or
services that may impact the objectivity and independence of the
outside auditors.

3. The Audit Committee shall require the outside auditors to advise the
Audit Committee, or a member of the Audit Committee who has the
authority to pre-approve services ("Approving Member") and obtain full
committee approval at the next Audit Committee Meeting, in advance in
the event that the outside auditors intend to provide any professional
services to the Company other than services provided in connection with
an audit or a review of the Company's financial statements ("non-audit
services"); provided that such non-audit services are not listed in
Section 10A(g) of the Exchange Act ("prohibited services"). The Audit
Committee or the Approving Member shall approve, in advance, any
non-audit services to be provided to the Company by the Company's
outside auditing firm.

4. The Audit Committee shall obtain confirmations from time to time from
the Company's outside auditing firm that such firm is not providing to
the Company (i) any prohibited services, or (ii) any other non-audit
service or any auditing service that has not been approved in advance
by the Audit Committee. The Audit Committee shall have the authority to
approve the provision of non-audit services that have not been
pre-approved by the Audit Committee, but only to the extent that such
non-audit services qualify under the de minimus exception set forth in
Section 10A(i)(1)(B) of the Exchange Act. The Audit Committee shall
record in its minutes and report to the Board all approvals of
non-audit services granted by the Audit Committee.

5. The Audit Committee shall meet with the outside auditors, with no
management in attendance, to openly discuss the quality of the
Company's accounting principles as applied in its financial reporting,
including issues such as (a) the appropriateness, not just the
acceptability, of the accounting principles and financial disclosure
practices used or proposed to be used by the Company, (b) the clarity
of the Company's financial disclosures and (c) the degree of
aggressiveness or conservatism that exists in the Company's accounting
principles and underlying estimates and other significant decisions
made by the Company's management in preparing the Company's financial
disclosures. The Audit Committee shall then meet, without operating
management or the outside auditors being present, to discuss the
information presented to it.

6. The Audit Committee shall meet with the outside auditors and management
to review the Company's quarterly reports on Form 10-Q and annual
report on Form 10-K and discuss any significant adjustments, management
judgments and accounting estimates and any significant new accounting
policies before such forms are filed with the SEC. The Audit Committee
shall require the outside auditors to report to the Audit Committee all
critical accounting policies and practices to be used, all alternative
treatments of financial information within generally accepted
accounting principles that have been discussed with the Company's
management, ramifications of the use of such alternative disclosures
and treatments, the treatments preferred by the outside auditors and
other material written communications between the outside auditors and
the Company's management, including management's letters and schedules
of unadjusted differences.

7. Upon the completion of the annual audit, the Audit Committee shall
review the audit findings reported to it by the outside auditors,
including any comments or recommendations of the outside auditors, with
the entire Board.

8. The Audit Committee shall review all reports received from the federal
and state regulatory authorities and assure that the Board is aware of
the findings and results. In addition, it will meet with the
appropriate members of senior management designated by the Audit
Committee to review the responses to the respective regulatory reports.

9. The Audit Committee shall consider and review with management: (a)
significant findings during the year and management's responses
thereto, including the status of previous audit recommendations and (b)
any difficulties encountered in the course of their audits, including
any restrictions on the scope of activities or access to required
information.

10. The Audit Committee shall consider and approve, if appropriate,
changes to the Company's auditing and accounting principles and
practices, as suggested by the outside auditors or management, and the
Audit Committee shall review with the outside auditors and management
the extent to which such changes have been implemented (to be done at
an appropriate amount of time prior to the implementation of such
changes as decided by the Audit Committee).

11. The Audit Committee shall prepare a letter for inclusion in the
Company's proxy statement describing the discharge of the Audit
Committee's responsibilities.

12. The Audit Committee will review and update this Charter periodically,
at least annually, and as conditions may dictate. The Audit Committee
Charter shall be presented to the full Board for its approval of any
changes.

13. Commencing on such date as Section 102(a) of the Sarbanes-Oxley Act of
2002 (the "Act") becomes effective, the Audit Committee shall obtain
confirmation from the outside auditors at the commencement of each
audit that such firm is a "registered public accounting firm" as such
term is defined under the Act.

14. The Audit Committee shall have the authority to engage independent
counsel and other advisers as it determines necessary to perform its
duties.

15. The Audit Committee shall establish procedures for (i) the receipt,
retention and treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters and (ii)
the confidential, anonymous submission by employees of the Company of
concerns regarding questionable accounting or auditing matters.

16. The Audit Committee shall investigate or consider such other matters
within the scope of its responsibilities and duties as the Audit
Committee may, in its discretion, determine to be advisable.

35
21, 2007
39
EMERSON RADIO CORP.
PROXY SOLICITED BY THE BOARD OF DIRECTORS PROXY FOR THE ANNUAL MEETING
OF STOCKHOLDERS AT 9:30 A.M. (LOCAL TIME), FRIDAY, DECEMBER 9, 2005
THE HANOVER MARRIOTT
1401 ROUTE 10 EAST
WHIPPANY, NEW JERSEY 07981

THE UNDERSIGNED STOCKHOLDER OF EMERSON RADIO CORP. (THE "COMPANY")
HEREBY APPOINTS GEOFFREY P. JURICK AND GUY A. PAGLINCO, OR EITHER OF THEM, AS
PROXIES, EACH WITH FULL POWERS OF SUBSTITUTION, TO VOTE THE SHARES OF THE
UNDERSIGNED AT THE ABOVE STATED ANNUAL MEETING AND AT ANY ADJOURNMENT(S)
THEREOF.

(Continued on reverse side)

================================================================================

PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD BACK AS SOON AS POSSIBLE! ANNUAL MEETING OF STOCKHOLDERS -
TO BE HELD ON DECEMBER 13, 2007
The undersigned hereby appoints Greenfield Pitts and John Florian, and each of them, as attorneys and proxies of the undersigned, with full power of substitution, to vote all of the shares of stock of Emerson Radio Corp. which the undersigned may be entitled to vote at the Annual Meeting of Stockholders of Emerson Radio Corp. to be held at the offices of our counsel, Lowenstein Sandler PC, located at 65 Livingston Avenue, Roseland, New Jersey 07068 on Thursday, December 13, 2007, at 10:00 a.m. (local time), and at any and all postponements, continuations and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES LISTED IN PROPOSAL NO. 1 AND “FOR” PROPOSAL NO. 2, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.
(Continued on reverse side)
ANNUAL MEETING OF STOCKHOLDERS OF
EMERSON RADIO CORP.
DECEMBER 9, 2005
|
December 13, 2007
Please Detachdate, sign and Mailmail your proxy card in the Envelope Provided |
- -----------------------------------------------------------------------------------------------------------------------------------

- -----envelope provided as soon as possible.
Please detach along perforated line and mail in the envelope provided.
—
21030000000000000000 0 121307
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES LISTED BELOW AND A VOTE “FOR” PROPOSAL NO.2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR | X | VOTESVOTE IN BLUE OR BLACK INK AS IN THIS EXAMPLE.
- -----

FOR all nominees listed WITHHOLD AUTHORITY
at right (except as provided to vote for all nominees
to the contrary below) at right

SHOWN HERE x
1. To elect five ---------- ----------ten directors: NOMINEES: directors for a | | | | Geoffrey P. Jurick
one-year term ---------- ----------FOR ALL NOMINEES O Christopher Ho O Adrian Ma WITHHOLD AUTHORITY O Michael A. B.A.B. Binney Peter G. Bunger
Jerome H. Farnum
Herbert A. Morey

INSTRUCTIONS:FOR ALL NOMINEES O W. Michael Driscoll O Mirzan Mahathir FOR ALL EXCEPT O David R. Peterson (See instructions below)
O Greenfield Pitts
O Kareem E. Sethi
O Eduard Will
O Norbert R. Wirsching
INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's namenominee(s), mark “FOR ALL EXCEPT” and fill in the space
provided below:

- --------------------------------

circle next to each nominee you wish to withhold, as shown here:
FOR WITHHOLD AUTHORITYAGAINST ABSTAIN
2. To ratify the ---------- ---------- ----------
selectionappointment of BDO | | | | | |
Seidman, LLPMoore Stephens, P.C. as ---------- ---------- ----------the independent auditorsregistered public accounting firm of the CompanyEmerson Radio Corp. for the fiscal year ending March 31, 2006

3. To transact such other business as may properly come before the meeting and
any adjournment(s) thereof.

2008.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSDIRECTORS. IT MAY BE REVOKED PRIOR TO ITS EXERCISE. RECEIPT OF NOTICE OF THE ANNUAL MEETING AND WILL BE VOTED IN
ACCORDANCE WITHPROXY STATEMENT IS HEREBY ACKNOWLEDGED, AND THE SPECIFICATIONS MADE HEREON. IF A CHOICE IS NOT INDICATED
WITH RESPECT TO ITEMS (1) and (2),TERMS OF THE NOTICE AND PROXY STATEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS PROXY. THE UNDERSIGNED HEREBY REVOKES ALL PROXIES HERETOFORE GIVEN FOR SAID MEETING OR ANY AND ALL ADJOURNMENTS, POSTPONEMENTS AND CONTINUATIONS THEREOF. PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN THIS PROXY WILL BE VOTED "FOR" SUCH ITEMS.
THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTER REFERRED TO IN
ITEM (3). THIS PROXY IS REVOCABLE AT ANY TIME BEFORE IT IS EXERCISED.

Receipt herewith of the Company's 2005 Annual Report and Notice of Meeting and
Proxy Statement, dated November 9, 2005, is hereby acknowledged.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
PLEASE SIGN, DATE AND MAIL TODAY.

SIGNATURE OF STOCKHOLDER________________________________________________________ DATE_____________________________________________

SIGNATURE OF STOCKHOLDER________________________________________________________ DATE_____________________________________________RETURN ENVELOPE WHICH IS POSTAGE PREPAID IF HELD JOINTLY

NOTE: Please sign exactly as your name appears on this Proxy. When shares are held jointly, each holder should sign. When signing
as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signor is a corporation, please
sign full corporate name by duly authorized officer, giving full title as such. If signor is a partnership, please sign in
partnership name by authorized person.
MAILED IN THE UNITED STATES.


[ ]		Preliminary Proxy Statement




[ ]		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))




[X]		Definitive Proxy Statement




[ ]		Definitive Additional Materials




[ ]		Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.

[ ]		Fee paid previously with preliminary materials.

[ ]		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


			Year
			First
			Became
Name	Age		Director		Principal Occupation or Employment
Christopher Ho		57		2006	Christopher Ho has served as our Chairman since July 2006. Mr. Ho is presently the Chairman of 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 57.6% of our outstanding shares of common stock. Christopher 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 Institute of Management Accountants of Canada. He is also a certified public accountant (Hong Kong) and a member of the Hong Kong Society of Accountants. He was a partner in international accounting firms before joining Grande Holdings and has extensive experience in corporate finance, international trade and manufacturing.


			Year First
			Became
Name	Age		Director		Principal Occupation or Employment
Eduard Will (continued)					Mr. Will is serving on the Board of Directors or acting as Senior Adviser to: Grande Holdings, KoolConnect Technologies Inc. and Integrated Data Corporation.

W. Michael Driscoll (1)		61		2006	W. Michael Driscoll has served as a Director since March 2006. Mr. Driscoll has more than 36 years experience as a director and executive officer of various public and private companies. Presently, Mr. Driscoll is CEO of Ithaca Technologies, LLC and serves on the Boards of Directors of IPC Corporation Ltd., Singapore, and Music Gear Incorporated, USA. Mr. Driscoll has also served as the Chairman of the Board of ThinSoft (Holdings) Ltd., Hong Kong and President and Chief Executive Officer of Dazzle Multimedia Corporation, Smith Corona Corporation, Austin Computer Systems, Inc. and Technology Applications, Ltd., Thailand.

Mirzan Mahathir		49		—	Mirzan 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 is also the Chairman and CEO of Crescent Capital Sdn Bhd, a Malaysian investment holding and independent strategic and financial advisory firm which he founded. He is also 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 Worldwide Holdings Berhad and AHB Holdings Berhad, companies listed on the Bursa Malaysia, and Lafe Technology Ltd., a company listed on the Singapore Exchange. He is also a member of the UN/ESCAP Business Advisory Council, the American Bureau of Shipping Southeast Asia Committee and the Wharton Business School Asian Executive Board.


(1)		As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2007, Mr. Bünger resigned as a director, effective as of the date of our annual meeting, and advised us that he would not stand for reelection as a director at such meeting.

(2)		Mr. Farnum currently serves as a member of the Audit Committee. Mr. Farnum has retired as a director, effective as of the expiration of his term at our annual meeting.


	Amount and Nature of
Name and Address of Beneficial Owners	Beneficial Ownership (1)		Percent of Class (1)
Christopher Ho (2)		15,634,482		57.6	%
Adrian Ma		0		0	%
Michael A. B. Binney (3)		16,667			*
Eduard Will (4)		16,667			*
John J. Raab (5)		0			*
John D. Florian		0		0	%
Peter G. Bünger (6)		58,871			*
W. Michael Driscoll (7)		16,667		0	%
Jerome H. Farnum (8)		50,000			*
Greenfield Pitts (9)		23,333			*
Norbert R. Wirsching (10)		9,333			*
Guy A. Paglinco (11)		0		0	%
Mirzan Mahathir (12)		0		0	%
David R. Peterson (12)	0			0	%
Kareem E. Sethi (12)		0		0	%
All Directors and Executive Officers as a Group (9 persons) (13)		15,826,020		58.3	%


(*)		Less than one percent.

(1)		Based on 27,129,832 shares of common stock outstanding as of November 9, 2007. 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 November 9, 2007 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 November 9, 2007. Except as otherwise indicated and based upon our review of information as filed with the U.S. Securities and Exchange Commission (“SEC”), we believe 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 15,634,482 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 has a beneficial interest in approximately 67% of the capital stock of Grande Holdings. By virtue of such interest and his position with Grande Holdings, Mr. Ho may be deemed to have power to vote and power to dispose of the Shares beneficially held by Grande Holdings. Information with respect to the ownership of these shares was obtained from a Schedule 13D/A filed on November 5, 2007.


(3)		Mr. Binney’s ownership consists of options to purchase 16,667 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007. Mr. Binney also has options to purchase 8,333 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of November 9, 2007.

(4)		Mr. Will’s ownership consists of options to purchase 16,667 shares of our common stock pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007. Mr. Will also has options to purchase 33,333 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of November 9, 2007. Mr. Will resigned from his position as our President-North American Operations and began to serve as our Vice Chairman, effective as of October 29, 2007.

(5)		Mr. Raab resigned as our Senior Vice President and Chief Operating Officer, effective August 31, 2007.

(6)		Mr. Bünger’s ownership consists of 33,871 shares of common stock directly owned by him and options to purchase 25,000 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007.

(7)		Mr. Driscoll’s ownership consists of options to purchase 16,667 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007. Mr. Driscoll also has options to purchase 33,333 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of November 9, 2007.

(8)		Mr. Farnum has options to purchase 50,000 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007. Mr. Farnum also has options to purchase 25,000 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of November 9, 2007.

(9)		Mr. Pitts ownership consists of 15,000 shares of common stock directly owned by him and options to purchase 8,333 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007. Mr. Pitts also has options to purchase 16,667 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of November 9, 2007.

(10)		Mr. Wirsching’s ownership consists of 1,000 shares of common stock directly owned by him and options to purchase 8,333 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007. Mr. Wirsching also has options to purchase 16,667 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of November 9, 2007.

(11)		Mr. Paglinco resigned as our Vice President and Chief Financial Officer, effective as of April 14, 2006.

(12)		Each of Messrs. Mahathir, Peterson and Sethi is a nominee for election as a director at our annual meeting.

(13)		See footnotes (2) through (11).

	•		methods to account for significant unusual transactions;

	•		the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus;

	•		the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditors’ conclusions regarding the reasonableness of those estimates; and

	•		disagreements, if any, with management over the application of accounting principles, the basis for management’s accounting estimates and the disclosures in the financial statements (there were no such disagreements).


			Fiscal Year
Name	Age	Position	Became Officer
Christopher Ho	57	Chairman and Director	2006
Adrian Ma	63	Chief Executive Officer and Director	2006
Eduard Will	65	Vice Chairman and Director	2006
Greenfield Pitts	57	Chief Financial Officer and Director	2007
Michael A.B. Binney	47	President-International Sales and Director	2005
John Spielberger	44	President-North American Operations	2007

	•		attracting and retaining talented and experienced executives;

	•		motivating and rewarding executives whose knowledge, skills and performance are critical to our success;

	•		aligning the interests of our executives and stockholders by motivating executives to increase stockholder value in a sustained manner; and

	•		provide a competitive compensation package which rewards achievement of our goals.


							Non-equity
							Incentive Plan		All Other
Name and	Fiscal				Option		Compensation		Compensation
Principal Position	Year		Salary($)		Awards($)⁽¹⁾		($)⁽²⁾		($)⁽³⁾		Total ($)
Christopher Ho (4)		2007		—		—		—		—		—
Chairman of the Board

Adrian Ma (5)		2007		—		—		—		—		—
Chairman of the Board and Chief Executive Officer

Eduard Will (6)		2007		182,692		16,944		37,500		4,704		241,840
President - -North American Operations and Vice Chairman

Greenfield Pitts (7)		2007		19,231		3,430		—		—		22,661
Chief Financial Officer

John D. Florian (8)		2007		146,492		—		—		15,020		161,512
Deputy Chief Financial Officer

Guy Paglinco (9)		2007		33,250		58,669		—		1,647		93,566
Vice President and Chief Financial Officer

Michael A. B. Binney (10)		2007		—		12,996		—		—		12,996
President, - -International Operations, Acting Group Controller

John J. Raab (11) Senior Executive		2007		291,500		59,328		—		20,141		370,969
Vice President and Chief Operating Officer


(1)		Represents the expense to us pursuant to FAS 123(R) for the respective year for stock options granted as long-term incentives pursuant to our 2004 Non-Employee Outside Director Stock Option Plan or our 2004 Employee Stock Option Plan. All options received by each of Messrs. Binney, Pitts and Will in the table above were received by such person as a non-employee director and prior to being named as an executive officer. The amount of option expense shown in the Summary Compensation Table for these three individuals is also included in “Directors Compensation” on page 17. Immediately following the adoption by our stockholders of an amendment to our 2004 Non-Employee Outside Director Stock Option Plan to increase the number of shares available for issuance thereunder from 250,000 to 500,000 shares in November 2006, each of Messrs. Pitts and Will received an option to purchase up to 25,000 shares of our common stock, each of whom began to serve as a director at a time when he was not an employee of ours and no additional shares were available under such plan. See notes to our financial statements for the fiscal years ended March 31, 2007, 2006 and 2005 for the assumptions used for valuing the expense under FAS 123(R).

(2)		Represents bonus paid for such fiscal year.

(3)		The dollar amounts shown under the heading “All other compensation” represent the incremental cost of all


		perquisites and other personal benefits to our named executive officers.

(4)		Mr. Ho was appointed as our Chairman in July 2006. Mr. Ho did not receive any salary or other compensation from us in Fiscal 2007.

(5)		Mr. Ma was appointed as our Chairman and Chief Executive Officer on March 30, 2006 upon the resignation of Geoffrey Jurick. Mr. Ma was replaced as our Chairman upon the appointment of Mr. Ho in July 2006. Mr. Ma did not receive any salary or other compensation from us in Fiscal 2007.

(6)		Mr. Will was appointed to serve as our President-North American Operations in July 2006 upon Mr. Jurick’s resignation from his position as our President. On March 30, 2007, Mr. Will’s annual base salary was increased to $300,000. Mr. Will resigned from his position as our President-North American Operations and began to serve as our Vice Chairman on October 29, 2007, at which time Mr. Spielberger began to serve as our President-North American Operations. Mr. Spielberger is entitled to annual base salary of $250,000.

(7)		Mr. Pitts was appointed as our Chief Financial Officer in February 2007.

(8)		Mr. Florian was appointed as our Deputy Chief Financial Officer upon the resignation of Mr. Paglinco from his position as Vice President and Chief Financial Officer in April 2006, and was appointed as our Principal Financial Officer and Principal Accounting Officer in June 2006. Mr. Florian ceased to serve as our Deputy Financial Officer, Principal Financial Officer and Principal Accounting Officer upon the appointment of Mr. Pitts as our Chief Financial Officer in February 2007, at which time Mr. Florian became our Chief Financial Officer, Emerson North American Operations.

(9)		Mr. Paglinco resigned as our Vice President and Chief Financial Officer effective April 14, 2006.

(10)		Mr. Binney was appointed to serve as our Acting Group Controller in February 2007, and as our President-International Operations in July 2006 upon Mr. Jurick’s resignation from his position as our President. Mr. Binney did not receive any salary or other compensation from us in Fiscal 2007.

(11)		Mr. Raab retired as our Vice President and Chief Financial Officer effective August 31, 2007.


	Option Awards
	Number of Shares
	Acquired on		Value Realized on
Name	Exercise (#)		Exercise($)⁽¹⁾
Christopher Ho (2)		—		—
Adrian Ma (3)		—		—
Eduard Will (4)		—		—
Greenfield Pitts (5)		—		—
John Florian (6)		—		—
Guy A Paglinco (7)		30,000	$	97,650
Michael A.B. Binney (8)		—		—
John J. Raab (9)		—		—


(1)		Represents the difference between the market price of the underlying securities at exercise of the option and the exercise price of the option.

(2)		Mr. Ho was appointed as our Chairman in July 2006.

(3)		Mr. Ma was appointed as our Chairman and Chief Executive Officer on March 30, 2006 upon the resignation of Mr. Jurick. Mr. Ma was replaced as our Chairman upon the appointment of Mr. Ho in July 2006.

(4)		Mr. Will was appointed to serve as our President-North American Operations in July 2006 upon Mr. Jurick’s resignation from his position as our President. Mr. Will resigned from his position as our President-North American Operations and began to serve as our Vice Chairman on October 29, 2007, at which time Mr. Spielberger began to serve as our President-North American Operations.

(5)		Mr. Pitts was appointed as our Chief Financial Officer in February 2007.

(6)		Mr. Florian was appointed as our Deputy Chief Financial Officer upon the resignation of Mr. Paglinco from his position as Vice President and Chief Financial Officer in April 2006 and as our Principal Financial Officer and Principal Accounting Officer in June 2006. Mr. Florian ceased to serve as our Deputy Financial Officer, Principal Financial Officer and Principal Accounting Officer upon the appointment of Mr. Pitts as our Chief Financial Officer in February 2007, at which time Mr. Florian became our Chief Financial Officer, Emerson North American Operations.

(7)		Mr. Paglinco resigned as our Vice President and Chief Financial Officer effective April 14, 2006.

(8)		Mr. Binney was appointed to serve as our Acting Group Controller in February 2007, and as our President -International Operations in July 2006 upon Mr. Jurick’s resignation from his position as our President.

(9)		Mr. Raab retired as our Senior Vice President and Chief Operating Officer effective August 31, 2007.


	Option Awards
	Number of		Number of
	Securities		Securities
	Underlying		Underlying
	Unexercised		Unexercised
	Options (#)		Options (#)		Option Exercise		Option Expiration
Name	Exercisable		Unexercisable		Price ($)		Date

Christopher Ho (1)		0		0		—		—
Adrian Ma (2)		0		0		—		—
Eduard Will (3)		8,333		16,667		3.07		1/31/16

		0		25,000		3.19		11/21/16
Greenfield Pitts (4)		0		25,000		3.19		11/21/16
John Florian (5)		0		0		—		—
Guy A Paglinco (6)		20,000		0		2.62		6/13/07
Michael A.B. Binney (7)		8,333		16,667		3.23		12/9/15
John J. Raab (8)		66,667		33,333		2.96		10/19/14


	Fees earned
	or paid in
Name	cash ($)		Option Awards ($)⁽¹⁾		Total ($)
Michael A.B. Binney	$	45,000	$	12,996	$	57,996
Eduard Will	$	18,333	$	16,944	$	35,277
Greenfield Pitts	$	42,500	$	3,430	$	45,930
Peter Bünger (3)	$	45,000	$	15,250	$	60,250
Jerome Farnum (4)(5)	$	66,100	$	30,798	$	96,898
Mike Driscoll (5)	$	95,684	$	5,985	$	101,669
Norbert Wirsching (5)	$	51,683	$	3,430	$	55,113


(1)		Represents the expense to us pursuant to FAS 123(R) for the respective year for stock options granted as long-term incentives pursuant to our 2004 Non-Employee Outside Director Stock Option Plan. See notes to our financial statements for the fiscal years ended March 31, 2007, 2006 and 2005 for the assumptions used for valuing the expense under FAS 123(R).

(2) ~~- ----------------- ------------------- %~~		At March 31, 2007, Messrs. Binney, Will, Pitts, Bünger, Farnum, Driscoll and Wirsching had options to purchase 25,000, 50,000, 25,000, 25,000, 75,000, 50,000 and 25,000, shares of ~~Total Number Options Granted Exercise~~our common stock, respectively.

(3)		On October 25, 2007, Mr. Bünger resigned as a director, effective as of ~~Options~~the date of our annual meeting, and advised us that he would not stand for reelection as a director at such meeting.

(4)		In connection with the expiration of Mr. Farnum’s term as a director as of the date of our annual meeting, we have agreed to Employees Price Per Expiration Name Granted (1) In Fiscal 2005 Share Date 5% 10% - ------------------------------- ------------ ------------------- -------------- --------------- ------------ ----------- GEOFFREY P. JURICK 200,000 47.1% $3.26 10/19/14 $1,146,816 $1,826,176 JOHN J. RAAB 100,000 23.5 2.96 10/19/14 573,408 913,088 GUY A. PAGLINCO --- --- --- --- --- --- PATRICK MURRAY --- --- --- --- --- --- ELIZABETH J. CALIANESE 100,000 23.5 2.96 10/19/14 573,408 913,088 pay for Mr. Farnum’s medical benefits for a period of two years following the date of our annual meeting at a rate of approximately $12,000 per year.

(5)		Does not include fees of $20,000 payable to each of Messrs. Farnum, Driscoll and Wirsching for services through December 31, 2007 in connection with the Audit Committee’s continuing independent review of certain related party transactions.




Company					Fiscal Year Ending
Index Market	3/28/2002		3/31/2003		3/31/2004		3/31/2005		3/31/2006		3/30/2007
Emerson Radio Corp.	100.00			533.33		296.12		272.87		289.92		248.06
Peer Group Index		100.00		107.42		152.16		94.73		74.64		62.86
AMEX Market Index		100.00		95.50		134.97		141.40		173.54		186.62


Ø		Audit Fees.Audit fees billed to us by Moore Stephens for the audit of the financial statements included in our Annual Reports on Form 10-K, and reviews by Moore Stephens of the financial statements included in our Quarterly Reports on Form 10-Q, for the fiscal years ended March 31, 2006 and 2007 totaled approximately $233,000 and $344,000, respectively.


Ø		Audit-Related Fees. We were billed $0 and $2,900 by Moore Stephens for the fiscal years ended March 31, 2006 and 2007, respectively, for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the captionAudit Feesabove.


Ø		Tax Fees.Moore Stephens billed us an aggregate of $64,000 and $0, for the fiscal years ended March 31, 2006 and 2007, respectively, for tax services, principally related to the preparation of income tax returns and related consultation.


Ø		All Other Fees.We were billed $0 and $0 by Moore Stephens for the fiscal years ended March 31, 2006 and 2007, respectively, for permitted non-audit services, principally procedures in connection with the audit of our parent company’s consolidated financial statements for its fiscal year ended December 31, 2006, a portion of which will be credited to our audit fees for the audit of our financial statements for our fiscal year ended March 31, 2007.