8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): March 7, 2007

EMERSON RADIO CORP.

(Exact Name of Registrant as Specified in Charter)

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

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

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

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

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

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

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

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

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

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     On March 7, 2007, Emerson Radio Corp. (“Emerson”) received notice from the staff of The American Stock Exchange (“AMEX”) that Emerson is not in compliance with the reporting requirements for continued listing on AMEX set forth in Sections 134 and 1101 of the Amex Company Guide (the “Company Guide”) due to Emerson’s failure to timely file its Quarterly Report on Form 10-Q for its fiscal quarter ended December 31, 2006 (the “Form 10-Q”) with the Securities and Exchange Commission (the “Commission”). In its notice, AMEX advised Emerson that its failure to timely file the Form 10-Q with the Commission is a material violation of its listing agreement with AMEX, and therefore, pursuant to Section 1003(d) of the Company Guide, AMEX is authorized to suspend and, unless prompt corrective action is taken, remove Emerson’s common stock from AMEX.

     AMEX further advised Emerson that as a result of its failure to timely file the Form 10-Q with the Commission, Emerson has become subject to the procedures and requirements set forth in Section 1009 of the Company Guide. Accordingly, in order to maintain its listing with AMEX, Emerson must submit a plan to AMEX by March 21, 2007, advising AMEX of action Emerson has taken, or will take, in order to regain compliance with the AMEX continued listing standards by April 20, 2007. If AMEX accepts the plan, Emerson will be subject to periodic review to determine whether it is making progress consistent with the plan, and if Emerson fails to make progress consistent with the plan or otherwise fails to comply with the AMEX continued listing standards by April 20, 2007, Emerson will be subject to delisting proceedings. Similarly, if Emerson does not submit a plan or AMEX does not accept the plan, Emerson will be subject to delisting proceedings. Emerson intends to promptly take all necessary actions to regain compliance with the AMEX continued listing standards by April 20, 2007, including, without limitation, filing the Form 10-Q with the Commission on or before March 16, 2007. Emerson’s common stock continues to trade on AMEX.

     On March 12, 2007, Emerson issued a press release disclosing the receipt of the AMEX notice, a copy of which is attached hereto as Exhibit 99.1

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

As described above, the following Exhibit is furnished as part of this Current Report on Form 8-K:

     Exhibit 99.1 — Press release dated March 12, 2007

SIGNATURE

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

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

Dated: March 12, 2007

EX-99.1

NEWS & INFORMATION

FOR:	Emerson Radio Corp.
	9 Entin Road
	Parsippany, NJ 07054-0430

CONTACT:	Emerson Radio Corp.	or:	Investor Relations:
	Greenfield Pitts		Robert Maffei
	Chief Financial Officer		Investor Relations Manager
	(212) 521-4344		(973) 428-2098
			Brainerd Communicators, Inc.
			Jonathan Schaffer / Brad Edwards
			(212) 986-6667
			Media Relations:
			Brainerd Communicators, Inc.
			Scott Cianciulli
			(212) 986-6667

Monday, March 12, 2007

FOR IMMEDIATE RELEASE

Emerson Radio Receives Notice of Non-Compliance from AMEX; Company
Anticipates Filing Form 10-Q on or about March 16, 2007

PARSIPPANY, NJ — March 12, 2007 — Emerson Radio Corp. (AMEX:MSN) announced today that it has been notified by The American Stock Exchange (“AMEX”) that it is not in compliance with the reporting requirements for continued listing on AMEX due to the fact that the Company has not yet filed its Quarterly Report on Form 10-Q for its fiscal quarter ended December 31, 2006 with the Securities and Exchange Commission. The timely filing of such reports is a condition for the Company’s continued listing on the exchange, as required by sections 134 and 1101 of the Amex Company Guide. Emerson is promptly taking all necessary actions to regain compliance with the AMEX requirements.

AMEX advised Emerson that it must submit a plan to AMEX by March 21, 2007, advising AMEX of action Emerson has taken, or will take, in order to regain compliance with the AMEX requirements by April 20, 2007. If Emerson fails to submit a plan that is acceptable to AMEX, fails to make progress consistent with such plan or otherwise fails to comply with the AMEX requirements by April 20, 2007, Emerson will be subject to delisting proceedings.

Emerson previously disclosed a delay in the filing of its Form 10-Q and expects to be able to file the Form 10-Q on or about March 16, 2007. At that time, Emerson expects to be in a position to regain compliance with the AMEX requirements; however, there can be no assurance that the Company will be able to regain such compliance and maintain its AMEX listing. Emerson’s common stock continues to trade on AMEX in the meantime.

Emerson Radio Corp. (AMEX: MSN), founded in 1948, is headquartered in Parsippany, N.J. Emerson designs, markets and licenses, worldwide, full lines of televisions and other video products, microwaves, clocks, radios, audio and home theater products. Emerson’s web site is www.emersonradio.com.

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

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