<PAGE>

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       -----------------------------------
                                   FORM 10-QSB
                       -----------------------------------

             Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                  For the Quarterly Period Ended March 31, 2003

                         Commission File Number: 0-21475

                               EMERGENT GROUP INC.
                       -----------------------------------
             (Exact name of registrant as specified in its charter)

                 Nevada                                 93-1215401
 (State of jurisdiction of Incorporation)   (I.R.S. Employer Identification No.)

                             932 Grand Central Ave.
                               Glendale, CA 91201
                    (Address of principal executive offices)

                                 (818) 240-8250
                         (Registrant's telephone number)

                                 Not Applicable
      (Former name, address and fiscal year, if changed since last report)

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

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]

As of May 12, 2003, the registrant had a total of 67,357,815 shares of Common
Stock outstanding.

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<PAGE>


                               EMERGENT GROUP INC.

                          FORM 10-QSB Quarterly Report

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                           Page
<S>                                                                                        <C>
PART I.  FINANCIAL INFORMATION

   Item 1. Financial Statements

              Condensed Consolidated Balance Sheets as of March 31, 2003 (unaudited)
                   and December 31, 2002                                                      3

              Unaudited Condensed Consolidated Statements of Operations for the Three
                 Months Ended March 31, 2003 and 2002                                         4

              Unaudited Condensed Consolidated Statements of Cash Flows for the Three
                  Months Ended March 31, 2003 and 2002                                        5

              Notes to the Unaudited Condensed Consolidated Financial Statements              6

   Item 2.    Management's Discussion and Analysis of Financial Condition and Results
                  of Operations                                                              11

   Item 3.    Controls and Procedures                                                        15

PART II.  OTHER INFORMATION

   Item 1.    Legal Proceedings                                                              15

   Item 2.    Changes in Securities                                                          15

   Item 3.    Defaults Upon Senior Securities                                                16

   Item 4.    Submissions of Matters to a Vote of Security Holders                           16

   Item 5.    Other Information                                                              16

   Item 6.    Exhibits and Reports on Form 8-K                                               16


Signatures                                                                                   16
</TABLE>

                                       2
<PAGE>


                                       PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                              Emergent Group Inc. and Subsidiaries
                              Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                      March 31,             December 31,
                                                                        2003                   2002
                                                                     ------------          ------------
                             ASSETS                                  (unaudited)
<S>                                                                  <C>                   <C>
Current assets
     Cash                                                            $    811,517          $    957,242
     Accounts receivable, net                                           1,010,695             1,306,055
     Due from related parties, net                                        105,970               121,543
     Inventory, net                                                       330,393               295,069
     Prepaid expenses                                                     219,316               265,062
     Income tax receivable                                                   --                   4,830
                                                                     ------------          ------------
           Total current assets                                         2,477,891             2,949,801
Equity investment in limited liability companies                           17,323                31,134
Property and equipment, net                                             1,788,787             1,888,688
Goodwill, net                                                             779,127               779,127
Deposits and other assets, net                                            115,510               133,022
                                                                     ------------          ------------
Total assets                                                         $  5,178,638          $  5,781,772
                                                                     ============          ============

              LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
     Line of credit                                                  $  1,108,700          $  1,108,700
     Current portion of capital lease obligations                         484,806               677,973
     Current portion of notes payable                                     720,236               807,908
     Accounts payable                                                     508,784               544,835
     Accrued expenses                                                     833,966             1,053,243
                                                                     ------------          ------------
        Total current liabilities                                       3,656,492             4,192,659
Capital lease obligations, net of current portion                         291,429               368,618
Notes payable, net of current portion                                     614,662               657,833
                                                                     ------------          ------------
           Total liabilities                                            4,562,583             5,219,110

Shareholders' equity
     Preferred stock, $0.001 par value, non-voting 10,000,000
        shares authorized, no shares issued and outstanding                  --                    --
     Common stock, $0.001 par value, 100,000,000 shares authorized
        67,357,815 and 64,917,791shares issued and outstanding             67,358                64,918
     Committed stock, 2,440,024 shares                                       --                   2,440
     Additional paid-in capital                                        13,541,784            13,541,784
     Accumulated deficit                                              (12,993,087)          (13,046,480)
                                                                     ------------          ------------
              Total shareholders' equity                                  616,055               562,662
                                                                     ------------          ------------
 Total liabilities and shareholders' equity                          $  5,178,638          $  5,781,772
                                                                     ============          ============
</TABLE>

         The accompanying notes are an integral part of these condensed
                             financial statements.

                                       3
<PAGE>

                      Emergent Group Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                              ---------------------------------
                                                                          March 31,
                                                                  2003                 2002
                                                              ------------         ------------
                                                                         (unaudited)
<S>                                                           <C>                  <C>
Revenue                                                       $  2,140,820         $  2,502,521
Cost of goods sold                                               1,315,937            1,414,533
                                                              ------------         ------------
Gross profit                                                       824,883            1,087,988
Selling, general, and administrative expenses                      832,223              870,694
                                                              ------------         ------------
Income (Loss) from operations                                       (7,340)             217,294
Other income (expense)
     Interest expense                                              (52,516)            (153,748)
     Equity in net earnings (losses) of investment in
         limited liability companies                               (13,811)               7,222
     Gain on disposal of property and equipment                     26,267               81,268
     Other income (expense), net                                    (2,737)              86,563
                                                              ------------         ------------
            Total other income (expense)                           (42,797)              21,305
                                                              ------------         ------------
Income (loss) before provision for income taxes
     and extraordinary item                                        (50,137)             238,599
Provision for income taxes                                            --                   --
                                                              ------------         ------------
Income (loss) before extraordinary item                            (50,137)             238,599
Extraordinary item
     Gain on forgiveness of debt, net of tax                       103,530              226,517
                                                              ------------         ------------
Net income (loss)                                             $     53,393         $    465,116
                                                              ============         ============
Income (Loss) Per Share Data:
     Before extraordinary item                                $      (0.00)        $      0.004
     Extraordinary item                                               0.00                0.004
                                                              ------------         ------------
Basic and diluted income per share                            $       0.00         $       0.01
                                                              ============         ============
Weighted-average shares outstanding                             67,357,815           53,044,821
                                                              ============         ============
</TABLE>

         The accompanying notes are an integral part of these condensed
                             financial statements.


                                       4
<PAGE>

                      Emergent Group Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                        --------------------------------
                                                                                     March 31,
                                                                              2003                2002
                                                                        ---------------        ---------
                                                                                  (Unaudited)
<S>                                                                         <C>                 <C>
Cash flows from operating activities
     Net income                                                             $  53,393           $ 465,116
     Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
         Gain on disposal of property and equipment                           (26,267)            (81,268)
         Gain on forgiveness of debt                                         (103,530)           (226,515)
         Depreciation and amortization                                        186,412             153,171
         Equity in net gain of investment in limited liability companies       13,811              (7,223)
         Provision for doubtful accounts                                       10,827               5,444
         (Increase) decrease in
            Accounts receivable                                               735,803             380,574
            Inventory                                                         (35,324)             (8,996)
            Due from related party                                           (416,181)           (287,585)
            Prepaid expenses                                                   45,746             (11,848)
            Deposits and other assets                                           9,830               1,401
         Increase (decrease) in
            Accounts payable                                                  (43,862)           (158,503)
            Accrued expenses                                                 (115,747)            180,683
                                                                            ---------           ---------
Net cash provided by (used in) operating activities                           314,911             404,451
                                                                            ---------           ---------
Cash flows from investing activities
     Cash paid to limited liability companies                                 (11,700)
     Purchase of property and equipment                                       (76,708)             (8,383)
     Net Proceeds from the sale of property and equipment                      28,972             111,835
                                                                            ---------           ---------
Net cash provided by (used in) investing activities                           (59,436)            103,452
                                                                            ---------           ---------
Cash flows from financing activities
     Net change in book overdraft                                                --              (137,501)
     Payments on capital lease obligations                                   (270,356)            (89,000)
     Payments on notes payable                                               (130,844)           (110,891)
                                                                            ---------           ---------
Net cash used in financing activities                                        (401,200)           (337,392)
                                                                            ---------           ---------
Net increase (decrease) in cash                                              (145,725)            170,511
Cash, beginning of period                                                     957,242             482,165
                                                                            ---------           ---------
Cash, end of period                                                         $ 811,517           $ 652,676
                                                                            =========           =========
Supplemental disclosures of cash flow information:
     Interest paid                                                          $  48,115           $  66,936
                                                                            =========           =========

</TABLE>

Supplemental disclosures of non-cash investing and financing activities -
During the quarter  ended  March 31, 2003 and 2002 the Company  billed $ 290,440
and $288,000, respectively, to a related party for management fees . The Company
also incurred expenses on behalf of the related party.

         The accompanying notes are an integral part of these condensed
                             financial statements.

                                       5
<PAGE>

                               EMERGENT GROUP INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.  BUSINESS

    Emergent Group Inc.  ("Emergent") is the parent company of Medical Resources
    Management,  Inc. ("MRM"),  its wholly owned and only operating  subsidiary.
    Emergent  acquired  MRM in  July  2001  as  per an  Agreement  and  Plan  of
    Reorganization of Merger ("Merger  Agreement"),  dated January 23, 2001. MRM
    primarily   conducts  its  business  through  its  wholly  owned  subsidiary
    Physiologic Reps ("PRI"). Emergent, MRM and PRI are referred to collectively
    hereinafter as the "Company." PRI is a provider of mobile surgical equipment
    on a fee for service  basis to  hospitals,  surgical  care centers and other
    health care  providers.  PRI also  provides  technical  support  required to
    ensure the equipment is working correctly.  PRI provides a limited amount of
    non-surgical  equipment on a rental basis to hospitals and surgery  centers,
    although PRI began winding down this area of business in early 2002 in order
    to focus on its core surgical equipment rental/services business.

2.  BASIS OF PRESENTATION

    The accompanying  unaudited condensed  consolidated  financial statements of
    Emergent  have been  prepared  pursuant to the rules of the  Securities  and
    Exchange  Commission ("SEC").  Certain information and footnote  disclosures
    normally  included  in  financial  statements  prepared in  accordance  with
    accounting  principles  generally  accepted  in the United  States have been
    condensed or omitted pursuant to such rules and regulations. These unaudited
    condensed  consolidated  financial  statements should be read in conjunction
    with  the  audited  consolidated  financial  statements  and  notes  thereto
    included  in the  Company's  Annual  Report on Form 10-K for the year  ended
    December 31, 2002. In the opinion of management,  the accompanying unaudited
    condensed consolidated  financial statements reflect all adjustments,  which
    are of a normal recurring  nature,  necessary for a fair presentation of the
    results for the periods presented.

    The results of  operations  presented  for the three  months ended March 31,
    2003 and 2002 are not  necessarily  indicative of the results to be expected
    for any other interim period or any future fiscal year.

    The Company's  only operating  subsidiary,  MRM, has  historically  incurred
    operating losses. The consolidated  financial  statements have been prepared
    on a going-concern  basis,  which contemplates the realization of assets and
    satisfaction  of liabilities  in the normal course of business.  As of March
    31, 2003 and December 31, 2002 the Company had working  capital  deficits of
    approximately  $1.2  million.  For the three months ended March 31, 2003 and
    year ended  December  31,  2002,  the  Company  reported  net losses  before
    extraordinary items of $(50,137) and $(4,227,193),  respectively.  There can
    be no assurances that the Company will achieve positive operating results in
    future periods.  The financial  statements do not include any adjustments to
    reflect the possible future effects on the recoverability and classification
    of assets or the amounts and  classification  of liabilities that may result
    from the outcome of this uncertainty.

    Principles of Consolidation

    The condensed  consolidated financial statements include the accounts of all
    majority-owned subsidiaries.  All significant intercompany transactions have
    been eliminated in consolidation.

    Use of Estimates

    The  preparation  of the  condensed  consolidated  financial  statements  in
    accordance with generally accepted accounting principles requires management
    to make estimates and assumptions that affect the reported amounts of assets
    and liabilities  and disclosure of contingent  assets and liabilities at the
    date of the financial  statements and the reported  amounts of income (loss)
    and  expenses  during the  reporting  period.  Actual  results  could differ
    significantly from those estimates.


                                       6
<PAGE>

    Inventory

    Inventory  consists of finished goods  primarily used in connection with the
    delivery of our mobile  surgical  equipment  rental and  services  business.
    Inventory is stated at the lower of cost or market, on a first-in, first-out
    basis.

    Earnings (Loss) Per Share

    The Company  computes  earnings (loss) per share in accordance with SFAS No.
    128,  "Earnings Per Share." Under the  provisions of SFAS No. 128, basic net
    income  (loss) per common  share  ("Basic  EPS") is computed by dividing net
    income  (loss) per common  share by the  weighted  average  number of common
    shares  outstanding.  Diluted net income  (loss) per common share  ("Diluted
    EPS") is computed  by dividing  net income  (loss) by the  weighted  average
    number  of  common  shares  and  dilutive  common  share   equivalents  then
    outstanding.  SFAS No. 128 requires the  presentation  of both Basic EPS and
    Diluted  EPS on  the  face  of  the  condensed  consolidated  statements  of
    operations.

    Reclassifications

    Certain amounts in the prior period have been reclassified to conform to the
    presentation  for the three  months  ended  March 31,  2003.  The  financial
    information  included in this quarterly report should be read in conjunction
    with the consolidated  financial statements and related notes thereto in the
    Company's Annual Report on Form 10-K for the year ended December 31, 2002.

    Recent Accounting Pronouncements

    In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements
    No. 4, 44,  and 64,  Amendment  of FASB  Statement  No.  13,  and  Technical
    Corrections."  SFAS No. 145  updates,  clarifies,  and  simplifies  existing
    accounting  pronouncements.  This  statement  rescinds  SFAS  No.  4,  which
    required all gains and losses from  extinguishment  of debt to be aggregated
    and, if material, classified as an extraordinary item, net of related income
    tax  effect.  As a result,  the  criteria  in APB No. 30 will now be used to
    classify  those gains and losses.  SFAS No. 64 amended  SFAS No. 4 and is no
    longer  necessary  as SFAS No. 4 has been  rescinded.  SFAS No.  44 has been
    rescinded as it is no longer  necessary.  SFAS No. 145 amends SFAS No. 13 to
    require that certain lease  modifications that have economic effects similar
    to  sale-leaseback  transactions  be  accounted  for in the same  manner  as
    sale-lease transactions.  This statement also makes technical corrections to
    existing  pronouncements.  While those  corrections  are not  substantive in
    nature, in some instances,  they may change accounting practice. The Company
    does not expect adoption of SFAS No. 145 to have a material impact,  if any,
    on its financial position or results of operations.

    In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
    with  Exit or  Disposal  Activities."  This  statement  addresses  financial
    accounting  and  reporting  for  costs  associated  with  exit  or  disposal
    activities and nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3,
    "Liability  Recognition for Certain Employee  Termination Benefits and Other
    Costs  to  Exit  an  Activity   (including   Certain  Costs  Incurred  in  a
    Restructuring)."  This  statement  requires  that  a  liability  for a  cost
    associated  with  an  exit or  disposal  activity  be  recognized  when  the
    liability is incurred.  Under EITF Issue 94-3, a liability for an exit cost,
    as defined,  was recognized at the date of an entity's commitment to an exit
    plan.  The  provisions of this  statement are effective for exit or disposal
    activities   that  are  initiated  after  December  31,  2002  with  earlier
    application encouraged. This statement is not applicable to the Company.

    In October  2002,  the FASB issued SFAS No.  147,  "Acquisitions  of Certain
    Financial Institutions." SFAS No. 147 removes the requirement in SFAS No. 72
    and  Interpretation  9 thereto,  to recognize and amortize any excess of the
    fair  value of  liabilities  assumed  over the fair  value of  tangible  and
    identifiable  intangible  assets  acquired as an  unidentifiable  intangible
    asset. This statement  requires that those  transactions be accounted for in
    accordance  with SFAS No. 141,  "Business  Combinations,"  and SFAS No. 142,
    "Goodwill and Other Intangible  Assets." In addition,  this statement amends
    SFAS No. 144,  "Accounting  for the  Impairment  or  Disposal of  Long-Lived
    Assets," to include certain financial institution-related intangible assets.
    The  Company  does not  expect  adoption  of SFAS No. 147 to have a material
    impact, if any, on its financial position or results of operations.

    In December 2002, the FASB issued SFAS No. 148,  "Accounting for Stock-Based
    Compensation  - Transition  and  Disclosure,"  an amendment of SFAS No. 123.
    SFAS No. 148  provides  alternative  methods of  transition  for a voluntary
    change to the fair value based method of accounting for stock-based employee
    compensation.  In addition,  SFAS No. 148 amends the disclosure requirements
    of SFAS No. 123 to require more  prominent and


                                       7
<PAGE>

    more  frequent  disclosures  in  financial  statements  about the effects of
    stock-based   compensation.   This  statement  is  effective  for  financial
    statements  for fiscal years ending  after  December 15, 2002.  SFAS No. 148
    will not have any impact on the Company's financial statements as management
    does not have any intention to change the fair value method.

3. DEBT OBLIGATIONS AND PLAN OF RESTRUCTURE

    During 2002 we were in default on most of our note and lease obligations due
    to delinquent principal and interest payments. In order to avoid ceasing our
    operations or a possible  bankruptcy  filing and in an effort to improve our
    financial  condition,  during the first quarter of 2002 we began the process
    of renegotiating substantially all of our outstanding debt, lease, and trade
    obligations  with  our  key  creditors.  As of  December  31,  2002  we  had
    substantially  completed our debt  restructuring  efforts.  The restructured
    debt and lease obligation agreements provide in some cases for the return of
    equipment used to collateralize such obligations, if applicable, and certain
    periodic  and  monthly  installments  for the  balance of such  obligations.
    Generally,  in the event of default by the Company we are  required to repay
    all  amounts  previously  forgiven  and all  amounts  then  outstanding  are
    accelerated  and become  immediately due and payable.  In addition,  for the
    three  months  ended  March 31,  2003 and  2002,  we  recorded  net gains on
    forgiveness  of  vendor  debt  in  the  amount  of  $103,530  and  $226,517,
    respectively. As of the filing date of this Quarterly Report on Form 10-QSB,
    we are in compliance with the terms and conditions of our renegotiated  debt
    agreements.  However,  as of March 31, 2003 the Company  continues  to be in
    default under certain note and lease  obligations  with aggregate  principal
    balances  outstanding  of  approximately  $162,000.  We intend  to  continue
    negotiations  with these  creditors  until these  disputes  are resolved and
    satisfactory  resolutions are reached. No assurances can be given that these
    negotiations will be completed on terms  satisfactory to the Company,  if at
    all.

    At March 31, 2003 we had a bank loan (the "Bank Term Loan")  outstanding  in
    the amount of $549,775. The loan agreement, as amended, provides for monthly
    payments of  principal of $16,667 and interest at the prime rate plus 4.00%.
    As of December 31, 2002 and March 31, 2003 we were in default  under certain
    provisions of the loan  agreement and as a result all principal and interest
    were accelerated and became immediately due and payable.  In April 2003, the
    lender  agreed to extend  the term of the loan to March  2004 under the same
    terms and conditions as described  herein.  We also have an outstanding bank
    line of credit (the "Bank Line of Credit") in the amount of $1,108,700  with
    the same lender. This Bank Line of Credit provides for interest at the prime
    rate, plus 2.75%, with borrowings based upon eligible accounts receivable as
    defined.  The amount  outstanding under the Bank Line of Credit exceeded the
    eligible  borrowing  base as of December 31, 2002 and March 31, 2003 and the
    Company was in default under certain provisions of the credit agreement.  As
    a result  this  facility is not  available  for use as of the filing date of
    this  Quarterly  Report on Form 10-QSB.  In April 2003 the lender  agreed to
    amend the Bank Line of Credit to provide for an extension of the due date to
    September  2003 and a  principal  payment of  $108,700.  The other terms and
    condition of the loan remain the same.

    The Bank Line of Credit  and Bank Term Loan  prohibit  the  payment  of cash
    dividends  and  require us to  maintain  certain  levels of net worth and to
    generate certain ratios of cash flows to debt service.  Notwithstanding  the
    modified  terms and conditions of the Bank Line of Credit and Bank Term Loan
    as discussed  above,  as of March 31, 2003 and as of the filing date of this
    Form 10-QSB, we were not in compliance with certain  financial  covenants of
    such  agreements.  As a  result,  we have  classified  all of the bank  loan
    facilities as current  liabilities in the  accompanying  balance sheet as of
    March 31, 2003.

4. LEGAL PROCEEDINGS

Stonepath Group, Inc.

    In October 2000, a related party of the Company (the "plaintiff")  commenced
    an action on behalf of the Company against  Stonepath Group, Inc. and two of
    its officers in the United States  District Court for the Southern  District
    of New York.  The  action was for  negligence  and fraud  under the  federal
    securities  laws and common law to recover its  investment in Stonepath.  On
    April 15,  2002,  the court  dismissed  the  plaintiff's  amended  Complaint
    without  leave to amend.  The  Company  has  filed an appeal of the  court's
    decision and this appeal is pending.

Citicorp Vendor Finance, Inc.

    On April 25, 2002,  Citicorp Vendor  Financial,  Inc. filed suit against PRI
    and MRM for breach of contract in Superior  Court of  California,  County of
    Los Angeles.  This lawsuit seeks to recover  $655,916 plus interest and


                                       8
<PAGE>

    late charges in connection  with amounts due under certain  equipment  lease
    agreements. The Company reached a settlement with Citicorp in November 2002,
    whereby,  the  Company  agreed to pay  Citicorp a total of  $400,000 in full
    settlement of the claim in various installments, with the balance being paid
    in full by March 1, 2004.  As part of the  settlement,  Citicorp  has agreed
    that PRI may sell the equipment under the equipment lease agreement but must
    transmit to Citicorp  all proceeds  from the sale in excess of $225,000.  In
    January 2003,  the Company paid $175,000 to Citicorp from proceeds  received
    from equipment sales in December 2002. The settlement  further stipulates in
    event of  non-payment,  Citicorp  can  petition  the  court  for an entry of
    judgment against PRI. The Company is current in making all required payments
    under the settlement agreement.

General Electric

    Beginning  in 1999,  the  Company's  subsidiaries  entered  into 39 personal
    property sales contracts to purchase from General  Electric  certain medical
    imaging equipment.  The total amount the Company owed to General Electric as
    of May 21,  2002 was  $2,399,487.  The  Company  reached a  settlement  with
    General  Electric in June 2002 and entered into a Stipulation  of Settlement
    for entry of judgment which would be filed in Superior Court of the State of
    California,  County of Los Angeles  only if there is a default  which is not
    cured.  Pursuant to the settlement  agreement,  the Company agreed to return
    certain  equipment  to  General  Electric  and to make  sixty  (60)  monthly
    payments  of $18,013  for a total of  $1,080,781.  In the event the  Company
    fails to make all required payments when due, and an event of default occurs
    which is not cured,  the Company  would owe General  Electric  the  original
    amounts due at the date of settlement under 39 personal sales contracts. The
    Company  is current in making all  required  payments  under the  settlement
    agreement and substantially all of the equipment has been returned.

    .
Charlotte Taylor

    In December  2001,  Charlotte  Taylor  commenced a legal  proceeding  in the
    Superior  Court of the State of  California,  County of Orange,  against the
    Company,  Anaheim  General  Hospital and a surgeon named Jay Shree Vyas M.D.
    alleging compensatory and general damages for medical negligence and product
    liability  in the  amount to be proved at trial plus  reasonable  attorneys'
    fees,  interest on the sum of damages awarded,  costs of suit and such other
    amount as the Court deems just and proper.  Plaintiff alleges that while she
    was  under  anesthesia,  Defendants  sought  to use an  instrument  called a
    morcelator  which did not function  properly and allegedly  caused her harm.
    The Company has reported this legal proceeding to its insurance  company and
    management  believes that the outcome of this  proceeding will be covered by
    insurance,  except for any  applicable  deductible.  The Company  intends to
    vigorously defend this lawsuit.

Paige Amans

    On October 18,  2002,  a former  employee  of the Company  commenced a legal
    proceeding  in the  Superior  Court of  California,  County  of Los  Angeles
    against the Company, its subsidiaries,  and a former officer of the Company.
    The Complaint contains three causes of action as follows: (1) discrimination
    on the basis of her sex in violation of the California  Fair  Employment and
    Housing Act (California  Government Code Section 12940); breach of contract;
    and breach of the implied covenant of good faith and fair dealing. Plaintiff
    alleges that she was  discriminated  against in the terms and  conditions of
    her employment, transferred, and ultimately wrongfully terminated because of
    her sex  (female)  and due to  alleged  favoritism  towards  another  female
    employee at the Company. Plaintiff also claims that her termination breached
    an implied  contract of  employment  to terminate her only for "good cause",
    including  violation of the implied  covenant of good faith and fair dealing
    inherent   in   contracts.   The   Plaintiff   seeks   actual,   incidental,
    consequential,  and  general  damages  in an  unspecified  amount,  punitive
    damages,  costs and  attorneys'  fees.  The  Company  disputes  the merit of
    Plaintiff's Complaint and intends to vigorously defend against this lawsuit.

    In addition to the matters  noted  above,  from time to time,  we may become
    involved in  litigation  arising out of  operations  in the normal course of
    business.  As of March 31,  2003,  we are not a party to any  pending  legal
    proceedings  the adverse  outcome of which could  reasonably  be expected to
    have a  material  adverse  effect  on our  operating  results  or  financial
    position.

5. RELATED PARTY TRANSACTIONS

In February 2003, the Company entered into a non-exclusive  consulting agreement
with a former officer of MRM. The agreement provides for a term of twelve months
commencing on February 1, 2003. In connection with this  agreement,  the Company
issued the consultant  250,000  options to purchase the Company's  common stock.
The


                                       9
<PAGE>

options expire in ten years and provide for an exercise price of $.01 per share.
Compensation  expense related to the options is not material and no compensation
expense was recognized during the quarter ended March 31, 2003.

In December  2002,  the Company  entered  into a consulting  agreement  with its
former Chief Executive Officer and his company,  JIMA Management.  The agreement
related to the provision of consulting services during the period from July 2001
to March 2002 in exchange for a monthly fee of $10,000,  payable in 2003. During
the three months ended March 31, 2003, the Company recorded  consulting  expense
of $3,000 and paid  $20,000 on amounts  accrued in 2001 and 2002 with  regard to
such services rendered.

During  the three  months  ended  March  31,  2003 and 2002 the  Company  billed
$290,440 and $288,000, respectively, to a related party for management fees. The
Company also incurred expenses on behalf of the related party.

In November  2002,  the Company  entered  into a settlement  agreement  with the
former  Chief  Executive  Officer/Chairman/President  of MRM.  The  terms of the
agreement provide for payments by the Company totaling $42,000.  Pursuant to the
agreement  the Company paid $25,000 in November 2002 and made a final payment of
$17,000  during March 2003 in exchange  for the full release of all  obligations
under the January 2000 employment  agreement,  which was subsequently amended in
both August and November 2001. The Company has no further obligations under this
agreement.

Transactions with BJH Management

In January 2003, the Company incurred consulting fees and reimbursed expenses of
$36,548 and $3,389,  respectively,  for services  provided by BJH Management,  a
consulting  company ("BJH") which is owned by the Company's current Chairman and
Chief Executive Officer who assumed this position,  effective  February 1, 2003.
The Company's  Chairman and Chief Executive  Officer maintains his office in New
York, in connection with this arrangement, the Company reimbursed BJH for office
and related expenses totaling $5,738 for the months of February and March 2003.

Between  December 30, 2002 and March 31,  2003,  the Company  issued  13,942,994
shares of its Common  Stock to BJH,  which  represented  17.5% of the  Company's
fully diluted shares  outstanding,  as defined in the Stock  Issuance  Agreement
between the Company and BJH.

On  December  30,  2002,  the  Company  entered  into two,  18-month  employment
agreements with the one officer and one associate of BJH. The agreements were to
appoint a new Chairman and Chief  Executive  Officer,  and  President for annual
compensations of $175,000 and $161,000, respectively, beginning in January 2003.
The officer  positions  were assumed on February 1, 2003.  The  agreements  also
provide for milestone  bonuses up to $75,000 each,  plus a percentage of pre-tax
profits should certain targets be achieved.

6. SUBSEQUENT EVENTS

As  discussed  elsewhere  in this Form 10-QSB the Company  maintains  two credit
facilities,  one term loan and one line of credit,  with its primary lender.  In
April  2003,  the  lender  agreed  to  extend  the term  loan and line of credit
agreements  to March  2004 and  September  2003,  respectively.  The  terms  and
conditions  of the term loan  remain  unchanged.  The  amendment  to the line of
credit  provides  for a principal  pay down of $108,700  upon  execution  of the
amendment. The other terms and conditions of the line of credit agreement remain
the same.


                                       10
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Forward-Looking Statements

The information contained in this Form 10-QSB and documents  incorporated herein
by reference are intended to update the  information  contained in the Company's
Annual  Report  on Form  10-K  for the year  ended  December  31,  2002 and such
information  presumes  that  readers  have  access to,  and will have read,  the
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  "Risk Factors" and other  information  contained in such Form 10-K
and other Company filings with the Securities and Exchange Commission ("SEC").

This Quarterly Report on Form 10-QSB contains forward-looking  statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section  21E  of  the  Securities  Exchange  Act  of  1934,  as  amended.  These
forward-looking  statements involve risks and uncertainties,  and actual results
could be  significantly  different  than those  discussed  in this Form  10-QSB.
Certain   statements   contained  in   Management's   Discussion  and  Analysis,
particularly  in "Liquidity and Capital  Resources,"  and elsewhere in this Form
10-QSB are forward-looking  statements.  These statements  discuss,  among other
things,  expected growth,  future revenues and future  performance.  Although we
believe the expectations expressed in such forward-looking  statements are based
on reasonable  assumptions within the bounds of our knowledge of our business, a
number of factors  could cause actual  results to differ  materially  from those
expressed in any forward-looking statements, whether oral or written, made by us
or on our  behalf.  The  forward-looking  statements  are  subject  to risks and
uncertainties  including,  without  limitation,  the  following:  (a) changes in
levels of competition  from current  competitors and potential new  competition,
(b) possible loss of significant customer(s),  (c) the Company's ability to meet
the terms and conditions of its renegotiated debt and lease obligations, and (d)
changes in availability  or terms of working capital  financing from vendors and
lending  institutions.  The  foregoing  should not be construed as an exhaustive
list of all factors that could cause actual  results to differ  materially  from
those expressed in  forward-looking  statements made by us. All  forward-looking
statements  included in this  document are made as of the date hereof,  based on
information  available  to the  Company  on the date  thereof,  and the  Company
assumes no obligation to update any forward-looking statements.

Overview

Emergent  Group Inc.  ("Emergent")  is the parent  company of Medical  Resources
Management,  Inc. ("MRM"), its wholly owned and only operating  subsidiary.  MRM
primarily conducts its business through its wholly owned subsidiary  Physiologic
Reps  ("PRI").  Emergent  Group Inc.,  MRM and PRI are referred to  collectively
hereinafter  as the  "Company."  All  references  to MRM  include PRI unless the
context indicates otherwise.  PRI is a provider of mobile surgical equipment, on
a fee for service  basis to hospitals;  surgical care centers,  and other health
care  providers.  PRI provides  mobile lasers and other surgical  equipment with
technical  support  required to ensure the equipment is working  correctly.  PRI
also provides a limited  amount of  non-surgical  equipment on a rental basis to
hospitals  and  surgery  centers,  although  PRI is  winding  down  this area of
business  in  order to focus  on its  core  surgical  equipment  rental/services
business.

Critical Accounting Policies

Our  discussion  and  analysis  of  our  financial  conditions  and  results  of
operations are based upon our financial statements,  which have been prepared in
accordance with generally accepted  accounting  principles in the United States.
The preparation of financial  statements  require managers to make estimates and
disclosures on the date of the financial  statements.  On an on-going  basis, we
evaluate our estimates  including,  but not limited to, those related to revenue
recognition.  We use  authoritative  pronouncements,  historical  experience and
other assumptions as the basis for making judgments. Actual results could differ
from those estimates. We believe that the following critical accounting policies
affect our more  significant  judgments and estimates in the  preparation of our
financial statements.

Revenue  Recognition.  We are  required to make  judgments  based on  historical
experience  and  future  expectations,  as to the  realizability  of  goods  and
services  billed to our  customers.  These  judgments are required to assess the
propriety  of the  recognition  of revenue  based on Staff  Accounting  Bulletin
("SAB") No. 101,  "Revenue  Recognition,"  and  related  guidance.  We make such
assessments based on the following factors: (a)  customer-specific  information,
and (b) historical experience for issues not yet identified.


                                       11
<PAGE>

Inventory  Valuation.  We are  required to make  judgments  based on  historical
experience and future expectations, as to the realizability of our inventory. We
make these assessments based on the following  factors:  (a) existing orders and
usage, (b) age of the inventory, and (c) historical experience.

Property and Equipment.  We are required to make  judgments  based on historical
experience and future expectations,  as to the realizability of our property and
equipment.  We made these  assessments based on the following  factors:  (a) the
estimated  useful  lives  of  such  assets,  (b)  technological  changes  in our
industry, and (c) the changing needs of our customers.

Results of Operations

The following table sets forth certain selected unaudited condensed consolidated
statement  of  operations  data for the  periods  indicated  in dollars and as a
percentage  of total net  revenues.  The  following  discussion  relates  to our
results of operations for the periods noted and are not  necessarily  indicative
of the results  expected for any other interim period or any future fiscal year.
In addition, we note that the period-to-period  comparison may not be indicative
of future performance.

<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                                    March 31,
                                                               ----------------------------------------
                                                                    2003          %            2002 (1)          %
                                                                -----------      ---        -----------         ---
<S>                                                             <C>              <C>        <C>                 <C>
Revenue                                                         $ 2,140,820      100%       $ 2,502,521         100%
Cost of goods sold                                                1,315,937       61%         1,414,533          57%
                                                                -----------      ---        -----------         ---
Gross profit                                                        824,883       39%         1,087,988          43%
Selling, general, and administrative expenses                       832,223       39%           870,694          35%
                                                                -----------      ---        -----------         ---
Income (loss) from operations                                        (7,340)       0%           217,294           9%
Other income (expense)                                              (42,797)      -2%            21,305           1%
                                                                -----------      ---        -----------         ---
Loss before provision for income taxes
    and extraordinary item                                          (50,137)      -2%           238,599          10%
Provision for income taxes                                             --          0%              --             0%
                                                                -----------      ---        -----------         ---
Net income (loss) before extraordinary item                         (50,137)      -2%           238,599          10%
Extraordinary item
    Gain on forgiveness of debt, net of tax                         103,530        5%           226,517           9%
                                                                -----------      ---        -----------         ---
Net income (loss)                                               $    53,393        2%       $   465,116          19%
                                                                -----------      ---        -----------         ---
</TABLE>

(1) Certain  amounts for the period ended March 31, 2002 have been  reclassified
    to conform to the current year presentation.

Comparison of the Three Months Ended March 31, 2003 to March 31, 2002

We generated  revenues of $2,140,820 in 2003 compared to $2,502,521 in 2001. The
decrease in revenues of $361,701 in 2003  compared to 2002  primarily  relate to
decreases  in cosmetic and surgical  revenues of  $196,160,  and medical  rental
revenues  of  $183,617,  offset by an  increase in net  revenues  from  advanced
surgical  procedures of $78,770.  Revenues  from surgical and cosmetic  services
represented approximately 81% and 16%, respectively,  of total revenues for 2003
and 67% and 20% for 2002, respectively.  Revenues from medical equipment rentals
comprised  approximately 3% and 9% of revenues for 2003 and 2002,  respectively.
Medical  rental  revenues,  in terms of absolute  dollars and as a percentage of
total  revenues,  are  expected to continue to decrease in future  periods as we
wind  down  this  area of our  business  in order  to  focus on our core  mobile
surgical equipment rental and service business.

Cost  of  revenues  was  $1,315,937  or 61% of  revenues  in  2003  compared  to
$1,414,533  or 57% of revenues in 2001.  Cost of  revenues  include  payroll and
related expenses for technicians, cost of disposables used in providing surgical
and  cosmetic  services,   depreciation  and  amortization  and  other  expenses
primarily  related to  delivery  of our  mobile  surgical  equipment  rental and
technical  services.  The  decrease  in cost of  revenues  of $98,596 in 2003 is
primarily  related  to an overall  decrease  cost of sales  expenses  due to the
decline in revenues as discussed  above,  offset by an


                                       12
<PAGE>

increase in  depreciation  expense of $33,241 and liability  insurance  costs of
$21,456.  The increase in depreciation  expense is due to equipment purchases in
December 2002 and January 2003 and to the depreciation of accessories.

Gross margin was $824,883 in 2003 or 39% of net revenues  compared to $1,087,988
in 2002 or 43% of revenues.  Gross margins will vary period-to-period  depending
upon a number of factors including mix of services, pricing, cost of disposables
consumed in rendering our services, and contractual  agreements.  The decline in
gross margin  during 2003 is  generally  related to lower  overall  sales volume
during 2003 compared to 2002. Many cost components included in the cost of sales
are fixed in nature; therefore, such components will increase as a percentage of
cost of goods when revenues decline.

Selling,  general, and administrative expenses were $832,223 in 2003 compared to
$870,694 in 2002. Such costs include payroll and related expenses, insurance and
rents.  The overall  decrease of $38,471 was  generally  related to cost control
efforts implemented during 2002 and early 2003.

Net  interest  expense of $52,516 was  incurred in 2003  compared to $154,748 in
2002.  Interest expense primarily  relates to MRM's note and lease  obligations.
The decrease in net interest expense is principally related to a decrease in our
outstanding debt and lease obligations as a result of debt restructuring efforts
initiated in early 2002, as discussed elsewhere in this Form 10-QSB.

The gain on disposal of property and equipment was $26,267 for the quarter ended
March 31, 2003  compared to $81,268 in 2002.  As discussed  herein,  we began to
wind down our medical  equipment  rental business in late 2001 in order to focus
resources on development of our mobile  surgical  equipment  rental and services
business. In this regard we began to dispose of our medical rental equipment. As
of March 31, 2003 this  activity is  substantially  complete and gains  (losses)
from the disposal of property and  equipment  are expected to decrease in future
periods.

Other income (expense) for 2003 was $(2,737)  compared to $86,563 in 2002. Other
income   and   expense   include   such   non-recurring   items   as   insurance
proceeds/refunds,  sales tax refunds and other miscellaneous  income and expense
amounts.  In 2002 we  recognized  a gain of $60,000 on an  insurance  settlement
related to damaged equipment while no such gain was recorded in 2003.

Gain on  forgiveness of debt was $103,530 for 2003 compared to $226,517 in 2002.
We began  our debt  restructuring  efforts  during  the  first  quarter  of 2002
resulting in gains on forgiveness of debt. Our major restructuring  efforts were
substantially  completed  as of December 31,  2002;  therefore,  gains from such
activity are expected to decrease in future periods.

Net income was $53,393 in 2003  compared to $465,116 in 2002.  No provision  for
income  taxes is provided  for in 2003 and 2002 due to the  availability  of net
operating loss carryforwards.

Liquidity and Capital Resources

The accompanying  condensed consolidated financial statements have been prepared
on a  going-concern  basis  that  contemplates  the  realization  of assets  and
satisfaction  of  liabilities  in the normal course of our business.  During the
year ended December 31, 2002, the Company was in default on most of its note and
lease obligations due to delinquent principal and interest payments. In order to
avoid ceasing our operations or a possible  bankruptcy  filing, and in an effort
to improve our  financial  condition,  during the first quarter of 2002 we began
the process of renegotiating  substantially  all of our outstanding debt, lease,
and trade  obligations  with our key  creditors.  As of  December  31,  2002 the
restructuring efforts were substantially  completed whereby we have renegotiated
outstanding  note  and  lease   obligations   with  our  major  creditors.   The
restructured debt and lease obligation  agreements provide in some cases for the
return of equipment used to collateralize such obligations,  if applicable,  and
certain periodic and monthly  installments for the balance of such  obligations.
Generally,  in the event of default by the Company we are  required to repay all
amounts previously forgiven and all amounts then outstanding are accelerated and
become immediately due and payable. In addition, as of December 31, 2002 we have
renegotiated  outstanding  trade  debt with most of our major  vendors.  For the
quarter ended March 31, 2003 we recorded gains $103,530 on forgiveness of vendor
debt. As of the filing date of this Quarterly  Report on Form 10-QSB,  we are in
compliance with the terms and conditions of our  renegotiated  debt  agreements.
However,  as of March 31,  2003 the  Company  continues  to be in default  under
certain note and lease obligations with aggregate principal balances outstanding
of  approximately  $162,000.  We  intend to  continue  negotiations  with  these
creditors  until these disputes are resolved and  satisfactory  resolutions  are
reached. No assurances can be given that these negotiations will be completed on
terms satisfactory to the Company, if at all.


                                       13
<PAGE>

At March 31, 2003 we had a bank loan (the "Bank Term Loan")  outstanding  in the
amount of  $549,775.  The loan  agreement,  as  amended,  provides  for  monthly
payments of principal  of $16,667 and interest at the prime rate plus 4.00%.  As
of  December  31,  2002 and  March 31,  2003 we were in  default  under  certain
provisions of the loan agreement and as a result all principal and interest were
accelerated and became  immediately  due and payable.  In April 2003, the lender
agreed to extend  the term of the loan to March  2004  under the same  terms and
conditions as described  herein. We also have an outstanding bank line of credit
(the "Bank Line of Credit") in the amount of  $1,109,000  with the same  lender.
This Bank Line of Credit  provides for  interest at the prime rate,  plus 2.75%,
with borrowings based upon eligible accounts  receivable as defined.  The amount
outstanding  under the Bank Line of Credit exceeded the eligible  borrowing base
as of December 31, 2002 and March 31, 2003 and the Company was in default  under
certain  provisions  of the credit  agreement.  As a result this facility is not
available for use as of the filing date of this Quarterly Report on Form 10-QSB.
In April 2003 the lender  agreed to amend the Bank Line of Credit to provide for
an  extension  of the due date to  September  2003 and a  principal  payment  of
$108,700. The other terms and condition of the loan remain the same.

The Bank  Line of  Credit  and Bank  Term  Loan  prohibit  the  payment  of cash
dividends and require us to maintain certain levels of net worth and to generate
certain ratios of cash flows to debt service. Notwithstanding the modified terms
and conditions of the Bank Line of Credit and Bank Term Loan as discussed above,
as of March 31, 2003 and as of the filing date of this Form 10-QSB,  we were not
in compliance  with certain  financial  covenants of such  agreements.  The bank
facilities  discussed  herein  are  classified  as  current  liabilities  in the
accompanying balance sheet as of March 31, 2003.

The  Company  had  cash and cash equivalents of $811,517 at March 31, 2003. Cash
provided  by  operating activities for the three months ended March 31, 2003 was
$314,911.  Cash from operations includes net income of $53,393, depreciation and
amortization  of  $186,412  and  a  decrease in accounts receivable of $735,803,
offset  by  an  increase  in  due  from  related  party  of  $416,181, a gain on
forgiveness  of  debt  of  $103,530,  a decrease in accounts payable and accrued
expenses  of  $159,609  and  a  gain  on  disposal  of property and equipment of
$26,267.  Cash  used  in investing activities was $59,436 due to the purchase of
property  and equipment of $76,708 and cash paid to limited liability companies,
offset by proceeds from the sale of property and equipment of $28,972. Cash used
in  financing  activities  was  $401,200,  which related to payments on debt and
lease  obligations.

The Company had cash and cash  equivalents  of $652,676 at March 31,  2002.  Net
cash provided by operating and investing  activities for the quarter ended March
31, 2002 was $507,903.  Such increase in cash primarily related to net income of
$465,116,  depreciation  and amortization of $153,171 and proceeds from the sale
of property and equipment of $111,835,  offset by total gains on  forgiveness of
debt and sale of property  equipment  of  $307,783,  and an increase in due from
related party of $287,585. Cash used in financing activities was $337,392 due to
principal  payments on notes and capital lease  obligations  of $199,891 and the
repayment of bank overdrafts of $137,501.

Our auditors have included an explanatory  paragraph  relating to our ability to
continue as a going  concern as of and for the year ended  December 31, 2002, in
their Report of Independent  Certified Public  Accountants which is included our
Annual Report on Form 10-K.  For the year ended  December 31, 2002 we incurred a
net loss of  $(1,758,439).  The net loss for 2002 includes an impairment  charge
for  goodwill of  $2,100,95  and a realized  loss on  investment  securities  of
$1,732,573.  Our accumulated  deficit  amounted to $(13,046,480) at December 31,
2002. Our auditors considered these factors,  among others, to raise doubt about
our ability to continue as a going concern. Recovery of our assets in the normal
course of business is  dependent  upon  future  events,  the outcome of which is
indeterminable.

We anticipate that our future liquidity requirements will arise from the need to
finance our accounts  receivable and inventories,  and from the need to fund our
current debt  obligations and capital  expenditure  needs. The primary source of
funding  for  such  requirements  is  anticipated  to  be  cash  generated  from
operations, borrowings under debt facilities and trade payables. The Company has
also  formulated a plan of financing its  operations,  if successful,  such plan
could involve  significant  dilution to stockholders.  However,  there can be no
assurances given that this plan will be successful on terms  satisfactory to us,
if at all,  or that  we  will  have  sufficient  liquidity  to fund  our  future
operations or fulfill our restructured debt, lease and vendor  obligations.  The
financial  statements  do not include any  adjustments  to reflect the  possible
future effects on the recoverability and classification of assets or the amounts
and  classification  of  liabilities  that may result  from the  outcome of this
uncertainty.


                                       14
<PAGE>

Item 3. Controls and Procedures

The Company  maintains  disclosure  controls and procedures that are designed to
ensure that information  required to be disclosed in the Company's  Exchange Act
reports is recorded, processed,  summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and  communicated  to the Company's  management,  including its Chief  Executive
Officer and Chief Financial Officer,  as appropriate,  to allow timely decisions
regarding  required  disclosure  based closely on the  definition of "disclosure
controls and  procedures"  in Rule  13a-14(c).  In designing and  evaluating the
disclosure controls and procedures,  management recognized that any controls and
procedures,  no  matter  how  well  designed  and  operated,  can  provide  only
reasonable assurance of achieving the desired control objectives, and management
necessarily  was required to apply its judgment in evaluating  the  cost-benefit
relationship of possible controls and procedures.

                           PART II. OTHER INFORMATION


Item 1.           Legal Proceedings:

                  Reference  is  made  to  Note  4 of  the  Notes  to  Condensed
                  Consolidated Financial Statements for a description of certain
                  legal  proceedings.  During the quarter  ended March 31, 2003,
                  there have been no material developments with respect to legal
                  proceedings.

Item 2.           Changes in Securities.

              (a) Not applicable.
              (b) Not applicable.
              (c) Recent Sales of Unregistered Securities

During the quarter ended March 31, 2003, the Company made the sales or issuances
of unregistered securities listed in the table below. It should be noted that in
April 2003, the Company filed a Form S-8 Registration  Statement to register the
issuance  of shares  of  Common  Stock  pursuant  to its 2002 and 2001  Employee
Benefit Plans. Further, the 2,440,024 shares issued in the first quarter of 2003
to BJH  Management,  LLC which is  reported  in the table below was to correct a
typographical  error in an agreement  dated December 30, 2002 and was previously
reported in Item 5 of the Company's Form 10-K for the fiscal year ended December
31, 2002 as part of the overall issuance of 13,942,994 shares.

<TABLE>
<CAPTION>
-------------- ------------------ -------------- ------------------------- -------------------- ----------------------
<S>            <C>                <C>            <C>                       <C>                  <C>
                                                 Consideration Received
                                                 and Description of
                                                 Underwriting or Other
                                                 Discounts to Market                            If Option, Warrant
                                                 Price or Convertible                           or Convertible
                                                 Security, Afforded to     Exemption from       Security, terms of
                                                 Purchasers                Registration         exercise or
Date of Sale   Title of Security                                           Claimed              conversion
                                  Number Sold
-------------- ------------------ -------------- ------------------------- -------------------- ----------------------
02/27/03       Common Stock         2,440,024    Services rendered; no     Section 4(2)         Not applicable.
                                                 commissions paid
-------------- ------------------ -------------- ------------------------- -------------------- ----------------------
02/03/03       Common Stock          250,000     Stock Option Plan; no     This stock option    10-year Options were
                                                 cash received; no         plan was             granted to
                                                 commissions paid          registered on a      employees, directors
                                                                           Form S-8             and consultants and
                                                                           Registration         at $.01 per share;
                                                                           Statement in April   Options generally
                                                                           2003.                vest in five
                                                                                                equal annual
                                                                                                installments
                                                                                                commencing    on
                                                                                                the    date   of
                                                                                                grant expire ten
                                                                                                years  from date
                                                                                                of grant.
-------------- ------------------ -------------- ------------------------- -------------------- ----------------------
</TABLE>


                   15
<PAGE>

Item 3.           Defaults Upon Senior Securities

                  Not applicable.

 Item 4.          Submissions of Matters to a Vote of Security Holders: None

                  During  the  quarter  ended  March 31,  2003,  no  matter  was
                  submitted to a vote of security holders.

Item 5.           Other Information:

                  Not applicable.

Item 6.           Exhibits and Reports on Form 8-K:

(a)      Exhibits

Exhibit
Number            Description
----------        ----------------

99.1              Certification  by the Chief Executive  Officer  pursuant to 18
                  U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

99.2              Certification  by the Chief Financial  Officer  pursuant to 18
                  U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

     (b) Reports on Form 8-K.

         On March 5, 2003,  Emergent  Group Inc.  filed a current report on Form
         8-K reporting  under Item 5 a correction to the number of shares issued
         to BJH Management under the Stock Issuance  Agreement  between Emergent
         Group Inc. and BJH Management.

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                   EMERGENT GROUP INC.


Date:    May 12, 2003              By: /s/ Bruce J. Haber
                                           --------------
                                           Bruce J. Haber,
                                           Chairman and Chief Executive Officer

Date:    May 12, 2003              By: /s/ William M. McKay
                                           ----------------
                                           William M. McKay,
                                           Chief Financial Officer


                                       16
<PAGE>

                                  CERTIFICATION

         I, Bruce J. Haber,  Chief Executive Officer of the Registrant,  certify
         that:

         1. I have  reviewed  this  quarterly  report on Form 10-QSB of Emergent
Group Inc.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3.       Based on my  knowledge,  the financial  statements,  and other
                  financial  information  included  in  this  quarterly  report,
                  fairly   present  in  all  material   respects  the  financial
                  condition,  results  of  operations  and  cash  flows  of  the
                  registrant  as of,  and for,  the  periods  presented  in this
                  quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing  and maintaining  disclosure  control and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entitles,  particularly
during the period in which this quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

         a) all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this  quarterly  report  whether  there were  significant  changes  in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  May 12, 2003                  /s/ Bruce J. Haber
                                     Bruce J. Haber,
                                     Chairman and Chief Executive Officer


                                       17

<PAGE>
                                  CERTIFICATION

         I, William M. McKay, Chief Financial Officer of the Registrant, certify
         that:

         1. I have  reviewed  this  quarterly  report on Form 10-QSB of Emergent
Group Inc.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing  and maintaining  disclosure  control and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entitles,  particularly
during the period in which this quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

         a) all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this  quarterly  report  whether  there were  significant  changes  in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 12, 2003                                   /s/ William M. McKay
                                                     William M. McKay,
                                                     Chief Financial Officer


                                       18
<PAGE>