UNITED STATES
                       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 September 30, 2004

                         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 November 10, 2004, the registrant had a total of 4,744,551  shares of
Common Stock outstanding.



<PAGE>
                               EMERGENT GROUP INC.

                          FORM 10-QSB Quarterly Report

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

   Item 1.    Financial Statements

              Condensed Consolidated Balance Sheet as of
                 September 30, 2004 (unaudited)                                            3

              Condensed Consolidated Statements of Operations for the Three and
                 Nine Months Ended September 30, 2004 and 2003 (unaudited)                 4

              Condensed Consolidated Statements of Cash Flows for the
                 Nine Months Ended September 30, 2004 and 2003 (unaudited)                 5

              Notes to the Condensed Consolidated Financial Statements                     6

   Item 2.    Management's Discussion and Analysis of Financial Condition
                 and Results of Operations                                                 8

   Item 3.    Controls and Procedures                                                     13

PART II.  OTHER INFORMATION

   Item 1.    Legal Proceedings                                                           14

   Item 2.    Changes in Securities                                                       14

   Item 3.    Defaults Upon Senior Securities                                             14

   Item 4.    Submissions of Matters to a Vote of Security Holders                        14

   Item 5.    Other Information                                                           14

   Item 6.    Exhibits and Reports on Form 8-K                                            14


Signatures                                                                                15
</TABLE>

                                       2
<PAGE>
                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                      Emergent Group Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheet
<TABLE>
<CAPTION>

                                                                           September 30,
                                                                                2004
                                                                             (unaudited)
                                                                           ---------------
                                  ASSETS
<S>                                                                             <C>
Current assets
     Cash                                                                       $ 464,552
     Accounts receivable, net of allowance for doubtful
        accounts of $26,125 and $28,780                                         1,301,590
     Inventory, net of reserves of $155,876                                       307,698
     Prepaid expenses                                                             156,873
                                                                           ---------------
           Total current assets                                                 2,230,713

Property and equipment, net of accumulated depreciation and                     1,932,833
        amortization of $2,364,031
Goodwill                                                                          779,127
Deposits and other assets                                                         159,651
                                                                           ---------------
Total assets                                                                  $ 5,102,324
                                                                           ===============

                   LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
     Line of credit                                                             $ 650,000
     Current portion of capital lease obligations                                 313,623
     Current portion of notes payable                                             447,019
     Accounts payable                                                             549,336
     Accrued expenses                                                             635,790
                                                                           ---------------
        Total current liabilities                                               2,595,768

Capital lease obligations, net of current portion                                 166,829
Notes payable, net of current portion                                             383,078
                                                                           ---------------
           Total liabilities                                                    3,145,675

Minority Interest                                                                 195,157

Shareholders' equity
     Preferred stock, $0.001 par value, non-voting 10,000,000
        shares authorized, no shares issued and outstanding                             -
     Common stock, $0.04 par value, 100,000,000 shares authorized
        4,744,551 shares issued and outstanding                                   189,782
     Additional paid-in capital                                                14,488,090
     Accumulated deficit                                                      (12,916,380)
                                                                           ---------------
              Total shareholders' equity                                        1,761,492
                                                                           ---------------
 Total liabilities and shareholders' equity                                   $ 5,102,324
                                                                           ===============

</TABLE>
                 The accompanying notes are an integral part of
                     these condensed financial statements.


<PAGE>
                      Emergent Group Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations
                                  (unaudited)
<TABLE>
<CAPTION>


                                                                 Three Months Ended              Nine Months Ended
                                                                    September 30,                  September 30,
                                                            --------------------------------------------------------------
                                                                2004            2003           2004            2003
                                                            -------------- ------------------------------ ----------------
<S>                                                            <C>             <C>            <C>              <C>
Revenue                                                        $2,726,605      $2,529,005     $8,215,922       $7,015,689
Cost of goods sold                                              1,898,924       1,630,501      5,731,451        4,465,948
                                                            -------------- --------------- -------------- ----------------
Gross profit                                                      827,681         898,504      2,484,471        2,549,741

Selling, general, and administrative expenses                     746,283         784,939      2,319,649        2,408,861
                                                            -------------- --------------- -------------- ----------------
Income from operations                                             81,398         113,565        164,822          140,880

Other income (expense)
     Interest expense                                             (27,920)        (37,855)       (87,851)        (144,484)
     Equity in net loss of investment in limited
         liability companies                                            -           2,767              -          (13,379)
     Gain (loss) on disposal of property and equipment                  -           8,292         (3,218)          40,743
     Other income (expense), net                                    1,802          (8,958)       114,106            5,213
                                                            -------------- --------------- -------------- ----------------
            Total other income (expense)                          (26,118)        (35,754)        23,037         (111,907)
                                                            -------------- --------------- -------------- ----------------
Income before provision for income taxes,
     minority interest and extraordinary item                      55,280          77,811        187,859           28,973
Provision for income taxes                                              -               -              -                -
                                                            -------------- --------------- -------------- ----------------
Income before minority interest and
     extraordinary item                                            55,280          77,811        187,859           28,973

Minority interest in net income of consolidated
     limited liability companies                                   33,733               -        116,063                -
                                                            -------------- --------------- -------------- ----------------
Income before extraordinary item                                   21,547          77,811         71,796           28,973
                                                            -------------- --------------- -------------- ----------------
Extraordinary item
     Gain on forgiveness of debt, net of tax                            -           1,358              -          106,176
                                                            -------------- --------------- -------------- ----------------
Net income                                                       $ 21,547        $ 79,169       $ 71,796        $ 135,149
                                                            ============== =============== ============== ================
Basic and diluted earnings per share:
     Before extraordinary item                                     $ 0.00          $ 0.03         $ 0.02           $ 0.01
     Extraordinary item                                                 -            0.00              -             0.05
                                                            -------------- --------------- -------------- ----------------
Basic and diluted earnings per share                               $ 0.00          $ 0.03         $ 0.02           $ 0.06
                                                            ============== =============== ============== ================

Basic and diluted weighted-average shares outstanding           4,744,551       2,580,685      4,744,551        1,986,143
                                                            ============== =============== ============== ================

</TABLE>
                 The accompanying notes are an integral part of
                     these condensed financial statements.


<PAGE>

                      Emergent Group Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                               Nine Months Ended
                                                                                 September 30,
                                                                          -----------------------------
                                                                              2004           2003
<S>                                                                            <C>           <C>
Cash flows from operating activities
     Net income                                                               $  71,796     $  135,149
     Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
        Loss (gain) on disposal of property and equipment                         3,218        (40,743)
        Gain on forgiveness of debt                                                   -       (106,176)
        Depreciation and amortization                                           904,883        578,992
        Equity in net loss of investment in limited liability companies               -         13,379
        Provision for doubtful accounts                                          (6,477)       (14,996)
        Minority interest in net income                                         116,063              -
        (Increase) decrease in
            Accounts receivable                                                  33,855      1,261,816
            Inventory                                                            36,195        (52,474)
            Due from related party                                                    -       (959,070)
            Prepaid expenses                                                    (55,712)       (56,583)
            Deposits and other assets                                           (28,299)         9,450
        Increase (decrease) in
            Accounts payable                                                     20,973       (113,794)
            Accrued expenses                                                   (151,554)      (285,142)
                                                                          -------------  -------------
Net cash provided by operating activities                                       944,941        369,808
                                                                          -------------  -------------
Cash flows from investing activities
     Cash paid to limited liability companies                                  (135,946)       (86,700)
     Contributions from new members to limited liability companies               37,500              -
     Purchase of property and equipment                                        (550,930)      (345,797)
     Proceeds from the sale of property and equipment                             1,782         42,510
     Purchase of customer list and covenant not-to-compete                            -        (50,000)
                                                                          -------------  -------------
Net cash used in investing activities                                          (647,594)      (439,987)
                                                                          -------------  -------------
Cash flows from financing activities
     Proceeds from private placement of subordinated notes                            -        948,074
     Payments on capital lease obligations                                     (126,929)      (436,021)
     Borrowings under line of credit                                             50,000              -
     Payments on line of credit                                                (150,000)      (108,700)
     Payments on notes payable                                                 (296,197)      (315,684)
                                                                          -------------  -------------
Net cash provided by (used in) financing activities                            (523,126)        87,669
                                                                          -------------  -------------
Net increase (decrease) in cash                                                (225,779)        17,490

Cash, beginning of period                                                       690,331        957,242
                                                                          -------------  -------------
Cash, end of period                                                           $ 464,552     $  974,732
                                                                          =============  =============
Supplemental disclosures of cash flow information:
     Interest paid                                                            $  95,985     $  138,332
                                                                          =============  =============
</TABLE>
Supplemental disclosures of non-cash investing and financing activities -

     During the nine months  ended  September  30,  2004 the  Company  purchased
     property and equipment of $186,693 through installment loans.

     During the nine months ended September 30, 2003 the Company billed $619,245
     to affilitated limited liability companies for management fees. The Company
     also incurred expenses on behalf of such companies.


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

<PAGE>
                               EMERGENT GROUP INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS

Emergent  Group  Inc.   ("Emergent")  is  the  parent  company  of  PRI  Medical
Technologies, Inc., formerly Medical Resources Management, Inc. ("PRI Medical"),
its wholly owned and only operating subsidiary. Emergent acquired PRI Medical in
July 2001. PRI Medical primarily  conducts its business through its wholly owned
subsidiary Physiologic Reps ("PRI").  Emergent, PRI Medical and PRI are referred
to  collectively  hereinafter  as the  "Company."  PRI Medical  provides  mobile
laser/surgical  equipment and  technician  services on a per procedure  basis to
hospitals, outpatient surgery centers, and physicians' offices. PRI Medical also
provides  other  medical  equipment on a limited  rental basis to hospitals  and
surgery centers although this business is being phased out.

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-KSB  for the year ended  December  31,  2003.  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  and nine  months  ended
September 30, 2004 are not necessarily  indicative of the results to be expected
for any other interim period or any future fiscal year.

Principles of Consolidation
The consolidated  financial  statements include the accounts of Emergent and its
wholly owned  subsidiaries.  In addition,  as of December 31, 2003 in accordance
with the Financial  Accounting  Standards Board  Interpretation Nos. 46 and 46R,
"Consolidation of Variable Interest  Entities" the Company has accounted for its
equity   investments  in  two  limited   liability   companies  under  the  full
consolidation  method.  The Company  previously  utilized  the equity  method of
accounting for its investments in such entities.  All significant  inter-company
transactions and balances have been eliminated through 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,  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.

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 Per Share

The  Company  computes  earnings  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 per
common  share by the  weighted  average  number  of common  shares  outstanding.
Diluted net income per common share  ("Diluted EPS") is computed by dividing net
income 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. There were no dilutive common share equivalents outstanding as of
September 30, 2004 and 2003.

                                       6
<PAGE>
Recent Accounting Pronouncements

In January 2003 and December 2003, the FASB issued FASB  Interpretation  No. 46,
and FASB No. 46R,  respectively,  "Consolidation of Variable Interest Entities,"
an  interpretation  of  Accounting  Research  Bulletin  No.  51,   "Consolidated
Financial Statements." This pronouncement requires the consolidation of variable
interest  entities,  as  defined,  and is  effective  immediately  for  variable
interest  entities  created  after January 31, 2003,  and for variable  interest
entities  in which an  enterprise  obtains  an  interest  after  that  date.  In
accordance with this  interpretation,  as of September 30, 2004, the Company has
included  two  limited  liability   companies  in  its  consolidated   financial
statements.

In April 2003, the Financial Accounting Standards Board ("FASB") issued SFAS No.
149,  "Amendment  of  Statement  133  on  Derivative   Instruments  and  Hedging
Activities."  SFAS No. 149 amends and  clarifies  accounting  and  reporting for
derivative  instruments and hedging  activities under SFAS No. 133,  "Accounting
for Derivative  Instruments and Hedging  Activities."  SFAS No. 149 is effective
for derivative instruments and hedging activities entered into or modified after
June 30, 2003,  except for certain  forward  purchase and sale  securities.  For
these forward purchase and sale  securities,  SFAS No. 149 is effective for both
new and  existing  securities  after June 30, 2003.  Management  does not expect
adoption of SFAS No. 149 to have a material  impact on the  Company's  financial
statements.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity." SFAS No. 150
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. In accordance with the standard,  financial  instruments
that  embody  obligations  for the  issuer  are  required  to be  classified  as
liabilities.  SFAS No. 150 will be effective for financial  instruments  entered
into or  modified  after May 31, 2003 and  otherwise  will be  effective  at the
beginning  of the first  interim  period  beginning  after June 15,  2003.  This
statement is not applicable to the company.

3. DEBT OBLIGATIONS

At September 30, 2004 we have a bank loan (the "Bank Term Loan")  outstanding in
the  amount of  $249,775,  which is  included  in the  current  portion of notes
payable in the  accompanying  balance  sheet.  The loan  agreement  provides for
monthly  principal  payments  of $16,667;  plus  interest at the prime rate plus
2.00%  through  January 31,  2005.  In  September  2004,  the Bank Term Loan was
amended  whereby  effective  February 1, 2005,  the then  outstanding  principal
balance  of the loan will be repaid in  eighteen  (18) equal  monthly  principal
payments  plus  interest at the prime rate plus 2.5%.  In  addition,  we have an
outstanding  bank line of credit  (the "Bank Line of  Credit")  with a borrowing
base of $750,000 with the same lender. The Bank Line of Credit is collateralized
by accounts  receivable and provides for interest at the prime rate, plus 2.00%.
The Bank  Line of  Credit  agreement  provides  for  borrowings  of up to 75% of
eligible  accounts  receivable,  as defined.  As of September  30, 2004, we owed
$650,000  under the Bank Line of Credit.  In  addition,  the  amended  agreement
requires  the pay down of the Bank Line of Credit to $500,000 by October 1, 2004
(see Note 7).

The Bank Term Loan and Bank Line of Credit  agreements  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 these credit facilities as discussed herein, as
of  September  30, 2004 we were not in  compliance  with certain  covenants  and
provisions of the original  loan  agreements,  however,  the lender has provided
waivers for such non-compliance up to and including the maturity date of January
31,  2005.  Both the Bank Term Loan and Bank Line of Credit  are  classified  as
current  liabilities  in  the  accompanying  consolidated  balance  sheet  as of
September 30, 2004.

In 2002 we  renegotiated  substantially  all of our  outstanding  debt and lease
obligations with our key creditors.  The restructured  debt and lease agreements
provided for, in some cases, the return of equipment used to collateralize  such
obligations,  and certain  periodic  and monthly  installment  payments  for the
balance  of  such  obligations.   As  of  September  30,  2004  our  outstanding
restructured  debt and lease  obligations  amounted  to $526,108  and  $197,892,
respectively.  In  the  event  of  default  by  the  Company  all  amounts  then
outstanding are accelerated and become immediately due and payable. In addition,
in the event of default,  certain restructured debt and lease agreements provide
for the payment of  additional  principal  amounts of up to $187,500,  excluding


                                       7
<PAGE>
collection  costs.  As of  September  30, 2004 and the filing of this  Quarterly
Report on Form 10-QSB we were in compliance with the terms and conditions of our
renegotiated debt and lease agreements.

4.  LEGAL MATTERS

From  time  to  time,  we may  become  involved  in  litigation  arising  out of
operations  in the normal  course of business.  As of September 30, 2004, 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

During the three and nine months  ended  September  30, 2003 the Company  billed
$118,340 and $619,245,  respectively,  to certain limited liability companies in
which the Company held an equity  interest for  management  and other fees.  The
Company also incurred  expenses on behalf of the related party.  As of September
30,  2004,  in  accordance  with  the  Financial   Accounting   Standards  Board
Interpretation  Nos. 46 and 46R,  "Consolidation of Variable Interest  Entities"
the Company  accounted for its equity  investments  in these  entities under the
full consolidation  method. The Company previously utilized the equity method of
accounting for such investments.

Transactions with BJH Management

Effective December 30, 2002, we entered into 18-month employment  contracts with
Bruce J.  Haber and Louis  Buther  who are key  employees  and  officers  of the
Company.  On March 31, 2004,  the  Company's  Board of Directors  extended  such
contracts to June 30, 2005.

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 also maintains his primary
office in New York. In this regard,  the Company  reimbursed  BJH for office and
related expenses totaling $7,241 and $8,309 for the three months ended September
30,  2004 and 2003,  respectively,  and  $22,793 and $26,329 for the nine months
ended September 30, 2004 and 2003, respectively.

6. ISSUANCE OF STOCK OPTIONS

During the quarter  ended  September  30, 2004 the Company  issued to  employees
stock  options to purchase  90,000  shares of common  stock under the 2002 Stock
Option Plan.  Such options have a 10-year term and are  exercisable at $0.40 per
share. Generally, one-fifth of such options vest over five consecutive years.

7. SUBSEQUENT EVENT

In November  2004,  the Company's  Bank Line of Credit  agreement was amended to
provide for the partial pay down of the credit line from $650,000 to $500,000 on
or before  December 15, 2004. In addition,  the credit line is not available for
additional  borrowings and the remaining  balance  outstanding  under the credit
line is due on January 31, 2004.  The other terms and  conditions  of the credit
agreement remain unchanged.

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-KSB for the year  ended  December  31,  2003 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-KSB
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.

                                       8
<PAGE>
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  PRI  Medical
Technologies, Inc., formerly Medical Resources Management, Inc. ("PRI Medical"),
its wholly owned and only operating subsidiary. Emergent acquired PRI Medical in
July 2001. PRI Medical primarily  conducts its business through its wholly owned
subsidiary Physiologic Reps ("PRI").  Emergent, PRI Medical and PRI are referred
to  collectively  hereinafter  as the  "Company."  PRI Medical  provides  mobile
laser/surgical  equipment and  technician  services on a per procedure  basis to
hospitals, outpatient surgery centers, and physicians' offices. PRI Medical also
provides  other  medical  equipment on a limited  rental basis to hospitals  and
surgery centers although this business is being phased out.

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.  Revenue is recognized when the services are performed and
billable.  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. 104,
"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.

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.

                                       9
<PAGE>
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                          Nine Months Ended
                                                         September 30,                               September 30,
                                                ------------------------------------------------------------------------------------
                                                    2004        %        2003        %         2004        %        2003        %
                                                --------------- ---   -------------- -----  --------------  ---    ------------ ----
<S>                                               <C>           <C>    <C>           <C>     <C>           <C>    <C>           <C>
Revenue                                           $ 2,726,605   100%   $ 2,529,005   100%    $ 8,215,922   100%   $ 7,015,689   100%
Cost of goods sold                                  1,898,924    70%     1,630,501    64%      5,731,451    70%     4,465,948    64%
                                                --------------- ---   -------------- -----  --------------  ---  -------------- ----

Gross profit                                          827,681    30%       898,504    36%      2,484,471    30%     2,549,741    36%

Selling, general, and administrative expenses         746,283    27%       784,939    31%      2,319,649    28%     2,408,861    34%
                                                --------------- ---   -------------- -----  --------------  ---  -------------- ----

Income from operations                                 81,398     3%       113,565     4%        164,822     2%       140,880     2%

Other income (expense)                                (26,118)   -1%       (35,754)   -1%         23,037     0%      (111,907)   -2%
                                                --------------- ---   -------------- -----  --------------  ---  -------------- ----

Income before provision for income taxes,
    minority interest and extraordinary item           55,280     2%        77,811     3%        187,859     2%        28,973     0%
Provision for income taxes                                 -      0%            -      0%             -      0%            -      0%
                                                --------------- ---   -------------- -----  --------------  --   -------------- ----
Net income before minority interest                    55,280     2%        77,811     3%        187,859     2%        28,973     0%
    and extraordinary item

Minority interest in net income of consolidated
    limited liability companies                       33,733      1%            -      0%       116,063      1%             -     0%
                                                --------------- ---   -------------- -----  --------------  ---  -------------- ----
Income before extraordinary item                      21,547                77,811               71,796                28,973
                                                --------------- ---   -------------- -----  --------------  ---  -------------- ----
Extraordinary item
    Gain on forgiveness of debt, net of tax                -      0%         1,358     0%             -      0%       106,176     2%
                                                --------------- ---   -------------- -----  --------------  ---  -------------- ----
Net income                                          $ 21,547      2%      $ 79,169     3%      $ 71,796      2%     $ 135,149     2%
                                                =============== ===   ============== =====  ==============  ==== ============== ====
</TABLE>

Comparison of the Three Months Ended September 30, 2004 to September 30, 2003

We generated  revenues of $2,726,605 in 2004 compared to $2,529,005 in 2003. The
increase in revenues of $197,600 in 2004  compared to 2003 is primarily  related
to an increase in revenues  from our  advanced  surgical  procedures,  offset by
decreases  in revenues  from our core  surgical  services  and medical  rentals.
Revenues from  advanced  surgical  procedures  increased by 50% to $1,134,491 in
2004 from  $755,490 in 2003.  The increase in revenues  from  advanced  surgical
procedures are primarily from one specific type of laser  procedure  referred to
as "Greenlight PVP," which is used to treat patients with prostrate  conditions.
Total revenues from surgical and cosmetic services represented approximately 87%
and 12%,  respectively,  of total  revenues  for 2004 and 86% and 12% for  2003,
respectively. Revenues from medical equipment rentals comprised approximately 1%
of revenues for both 2004 and 2003,  respectively.  Medical rental revenues,  in
terms of absolute dollars and as a percentage of total revenues,  decreased as a
result of our  decision  to wind down this area of business in order to focus on
our core mobile surgical equipment rental and service business.

Cost of  goods  sold was  $1,898,924  or 70% of  revenues  in 2004  compared  to
$1,630,501  or 64% of revenues in 2003.  Cost of goods sold 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  increase in cost of goods sold of $268,423 in 2004 is
primarily  related to an increase  in  disposable  costs due to the  increase in
revenues from our advanced  surgical  procedures,  and higher  depreciation  and
amortization  costs due to equipment  purchases in recent quarters.  The cost of
disposables  used  for  advanced  surgical  procedures  are  higher  in terms of
absolute dollars than the cost of disposables for base surgical  procedures.  In
addition,  gross  margins from  advanced  procedures  are  generally  lower than
margins realized from our core surgical business.

                                       10
<PAGE>
Gross  margin was  $827,681 in 2004 or 30% of  revenues  compared to $898,504 in
2003 or 36% 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 2004 is generally related to the mix of services provided by
the Company.  Revenues generated from advanced surgical procedures are higher in
terms of  absolute  dollars;  however,  our gross  margins  as a  percentage  of
revenues on such  procedures  are generally  lower than margins  generated  from
other  surgical  services.  The margins on advanced  procedures are lower due to
higher disposable costs per procedure both in terms of absolute dollars and as a
percentage of per procedure revenues. In addition, depreciation and amortization
charges included in cost of goods sold increased by $103,254 in 2004 compared to
2003  primarily as a result of equipment  purchases  in recent  quarters.  These
factors,  among others,  resulted in the decrease of 6% in our gross margin rate
in 2004 compared to 2003.

Selling,  general, and administrative  expenses were $746,283 or 27% of revenues
in 2004  compared to $784,939  or 31% of  revenues in 2003.  Such costs  include
payroll and  related  expenses,  insurance  and rents.  The overall  decrease of
$38,656 is generally  related to our ongoing efforts to effectively  monitor and
control costs.

Other income  (expense) was $(26,118) in 2004 compared to $(35,754) in 2003. The
decrease in other  expense of $9,636 is  primarily  related to a net decrease in
interest expense in 2004 compared to 2003. Interest expense is primarily related
to PRI Medicals notes and lease  obligations.  Net interest expense decreased by
$9,935  in 2004  compared  to 2003  primarily  as a result of  decreases  in our
outstanding  debt  and  lease  obligations  and as a result  of  lower  rates of
interest on our bank term loan and line of credit.

The minority interest in net income of limited liability companies of $33,733 in
2004  relates  to the  consolidation  of two  entities  in which we hold  equity
investment interests. As of September 30, 2004, in accordance with the Financial
Accounting  Standards Board  Interpretation  Nos. 46 and 46R,  "Consolidation of
Variable Interest  Entities" the Company accounted for its equity investments in
these  entities  under the full  consolidation  method.  The Company  previously
utilized the equity method of  accounting  for such  investments.  For the three
months ended  September 30, 2003 we recorded equity in income of $1,423 from our
ownership  interest in LLCs,  which is included in other income (expense) in the
accompanying consolidated statement of operations.

Gain on  forgiveness  of debt was $-0- for 2004 compared to $1,358 in 2003.  The
decrease  in gain on  forgiveness  of debt in 2004 is due to the  fact  that our
major debt restructuring efforts were substantially completed as of December 31,
2002 and early 2003 and no such activity occurred in 2004.

Net income was  $21,547 in 2004  compared  to net income of $79,169 in 2003.  No
provision  for  income  taxes  is  provided  for in  2004  and  2003  due to the
availability of net operating loss carryforwards.

Comparison of the Nine Months Ended September 30, 2004 to September 30, 2003

We generated  revenues of $8,215,922 in 2004 compared to $7,015,689 in 2003. The
increase in revenues of $1,200,233 in 2004 compared to 2003 is primarily related
to an increase in revenues  from our  advanced  surgical  procedures,  offset by
decreases  in revenues  from our core  surgical  services  and medical  rentals.
Revenues from advanced  surgical  procedures  increased by 106% to $3,308,736 in
2004 from  $1,602,705 in 2003.  The increase in revenues from advanced  surgical
procedures are primarily from one specific type of laser  procedure  referred to
as "Greenlight PVP," which is used to treat patients with prostrate  conditions.
Total revenues from surgical and cosmetic services represented approximately 87%
and 12%,  respectively,  of total  revenues  for 2004 and 84% and 14% for  2003,
respectively. Revenues from medical equipment rentals comprised approximately 1%
and 2% of revenues for 2004 and 2003, respectively.  Medical rental revenues, in
terms of absolute dollars and as a percentage of total revenues,  decreased as a
result of our  decision  to wind down this area of business in order to focus on
our core mobile surgical equipment rental and service business.

Cost of  goods  sold was  $5,731,451  or 70% of  revenues  in 2004  compared  to
$4,465,948  or 64% of revenues in 2003.  Cost of goods sold 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 increase in cost of goods sold of $1,265,503 in 2004 is
primarily  related to an increase  in  disposable  costs due to the  increase in
revenues  from  our  advanced  surgical  procedures,   higher  depreciation  and
amortization costs due to equipment purchases in recent quarters, an increase in
payroll costs for technicians,  and an increase in repair and maintenance  costs
for our laser  equipment.  The cost of  disposables  used for advanced  surgical
procedures are higher in terms of absolute  dollars than the cost of disposables

                                       11
<PAGE>
for base surgical  procedures.  In addition,  gross margins are generally  lower
from advanced procedures compared to our core surgical business.

Gross  margin  was  $2,484,471  in  2004  or  30% of net  revenues  compared  to
$2,549,740 in 2003 or 36% 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 2004 is generally  related to the mix of services
provided by the Company.  Revenues  generated from advanced surgical  procedures
are higher in terms of  absolute  dollars;  however,  our gross  margins on such
procedures are lower than margins  generated from other surgical  services.  The
margins on  advanced  procedures  are lower due to higher  disposable  costs per
procedure both in terms of absolute dollars and as a percentage of per procedure
revenues. In addition, depreciation and amortization charges included in cost of
goods sold  increased by $342,541 in 2004 compared to 2003 primarily as a result
of equipment purchases in recent quarters. These factors, among others, resulted
in the decrease 6% in our gross margin rate in 2004 compared to 2003.

Selling,  general, and administrative  expenses were $2,319,649 in 2004 compared
to  $2,408,861  in 2003.  Such  costs  include  payroll  and  related  expenses,
insurance and rents. The overall decrease of $89,212 is generally related to our
ongoing efforts to effectively monitor and control costs.

Other income  (expense) was $23,037 in 2004 compared to $(111,907) in 2003.  The
net  increase in other income  (expense) of $134,944 is primarily  related to an
increase in other  income of $85,000  from the sale of an  investment  in common
stock of an unrelated  entity,  which had been  written off in prior  years.  In
addition,  net interest  expense  decreased by $56,633 in 2004 compared to 2003.
Interest  expense  is  primarily   related  to  PRI  Medicals  notes  and  lease
obligations.  The  decrease of $56,633 in net  interest  expense is  principally
related to the decrease in our  outstanding  debt and lease  obligations in 2004
compared  to 2003 and a reduction  in  interest  rates on our bank term loan and
line of credit.

The minority interest in net income of limited  liability  companies of $116,063
in 2004  relates to the  consolidation  of two  entities in which we hold equity
investment interests. As of September 30, 2004, in accordance with the Financial
Accounting  Standards Board  Interpretation  Nos. 46 and 46R,  "Consolidation of
Variable Interest  Entities" the Company accounted for its equity investments in
these  entities  under the full  consolidation  method.  The Company  previously
utilized the equity  method of  accounting  for such  investments.  For the nine
months ended  September 30, 2003 we recorded  equity in net loss of $13,379 from
our ownership  interest in LLCs,  which is included in other income (expense) in
the accompanying consolidated statement of operations.

Gain on  forgiveness of debt was $-0- for 2004 compared to $106,176 in 2003. The
decrease  in gain on  forgiveness  of debt in 2004 is due to the  fact  that our
major debt restructuring efforts were substantially completed as of December 31,
2002 and early 2003 and no such activity occurred in 2004.

Net income was $71,796 in 2004  compared to $135,149 in 2003.  No provision  for
income  taxes is provided  for in 2004 and 2003 due to the  availability  of net
operating loss carryforwards.

Liquidity and Capital Resources

At September 30, 2004 we have a bank loan (the "Bank Term Loan")  outstanding in
the  amount of  $249,775,  which is  included  in the  current  portion of notes
payable in the  accompanying  balance  sheet.  The loan  agreement  provides for
monthly  principal  payments  of $16,667;  plus  interest at the prime rate plus
2.00%  through  January 31,  2005.  In  September  2004,  the Bank Term Loan was
amended  whereby  effective  February 1, 2005,  the then  outstanding  principal
balance  of the loan will be repaid in  eighteen  (18) equal  monthly  principal
payments  plus  interest at the prime rate plus 2.5%.  In  addition,  we have an
outstanding  bank line of credit  (the "Bank Line of  Credit")  with a borrowing
base of $750,000 with the same lender. The Bank Line of Credit is collateralized
by accounts  receivable and provides for interest at the prime rate, plus 2.00%.
The Bank  Line of  Credit  agreement  provides  for  borrowings  of up to 75% of
eligible  accounts  receivable,  as defined.  As of September  30, 2004, we owed
$650,000  under the Bank Line of Credit.  In  addition,  the  amended  agreement
requires the pay down of the Bank Line of Credit to $500,000 by October 1, 2004.
In November  2004,  the Company's  Bank Line of Credit  agreement was amended to
provide for the partial pay down of the credit line from $650,000 to $500,000 on
or before  December 15, 2004. In addition,  the credit line is not available for
additional  borrowings and the remaining  balance  outstanding  under the credit
line is due on January 31, 2004.  The other terms and  conditions  of the credit
agreement remain unchanged.

The Bank Term Loan and Bank Line of Credit  agreements  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 these credit facilities as discussed herein, as
of  September  30, 2004 we were not in  compliance  with certain  covenants  and

                                       12
<PAGE>
provisions of the original  loan  agreements,  however,  the lender has provided
waivers for such non-compliance up to and including the maturity date of January
31,  2005.  Both the Bank Term Loan and Bank Line of Credit  are  classified  as
current  liabilities  in  the  accompanying  consolidated  balance  sheet  as of
September 30, 2004.

In 2002 we  renegotiated  substantially  all of our  outstanding  debt and lease
obligations with our key creditors.  The restructured  debt and lease agreements
provided for, in some cases, the return of equipment used to collateralize  such
obligations,  and certain  periodic  and monthly  installment  payments  for the
balance  of  such  obligations.   As  of  September  30,  2004  our  outstanding
restructured  debt and lease  obligations  amounted  to $526,108  and  $197,892,
respectively.  In  the  event  of  default  by  the  Company  all  amounts  then
outstanding are accelerated and become immediately due and payable. In addition,
in the event of default,  certain restructured debt and lease agreements provide
for the payment of  additional  principal  amounts of up to $187,500,  excluding
collection  costs.  As of  September  30, 2004 and the filing of this  Quarterly
Report on Form 10-QSB we were in compliance with the terms and conditions of our
renegotiated debt and lease agreements.

The Company had cash and cash  equivalents  of $464,552 at  September  30, 2004.
Cash provided by operating  activities  for the nine months ended  September 30,
2004 was  $944,941.  Cash  from  operations  includes  net  income  of  $71,796,
depreciation  and amortization of $904,883,  minority  interest in net income of
$116,063,  decreases  in accounts  receivable  and  inventory  of $70,050 and an
increase in accounts payable of $20,973 offset by a decrease in accrued expenses
of  $115,554  and an  increase  in prepaid  expenses  of  $55,712.  Cash used in
investing  activities was $647,594 due to the purchase of property and equipment
of $550,930 and net cash payments of $98,446 limited liability  companies.  Cash
used for financing  activities was $523,126 resulting from payments on lease and
debt obligations of $126,929 and $296,197,  respectively,  and net repayments on
our bank line of credit of $100,000.

The Company had cash and cash  equivalents  of $974,732 at  September  30, 2003.
Cash provided by operating  activities  for the nine months ended  September 30,
2003 was  $369,808.  Cash from  operations  includes  net  income  of  $135,149,
depreciation and amortization of $578,992 and a decrease in accounts  receivable
of  $1,216,816,  offset by an increase in due from related party of $959,070,  a
gain on forgiveness  of debt of $106,176 and a net decrease in accounts  payable
and accrued expenses of $398,936. Cash used in investing activities was $439,987
due to the purchase of property and equipment of $345,797,  purchase of customer
list and covenant  not-to-compete for $50,000 and cash paid to limited liability
companies of $86,700, offset by proceeds from the sale of property and equipment
of $42,510. Cash provided by financing activities was $87,669,  which related to
the  proceeds of $948,074  from the private  placement  of  subordinated  notes,
offset by payments of $751,705  on debt and lease  obligations  and  payments of
$108,700 on our line of credit.

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  expenditures.  The  primary  sources of
funding for such  requirements  will be cash generated from operations,  raising
additional capital from the sale of equity or other securities, borrowings under
debt  facilities and trade payables.  The Company  believes that it can generate
sufficient  cash flow from these sources to fund its operations for at least the
next twelve months.

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.

                                       13
<PAGE>

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings:

We may become  involved in  litigation  arising out of  operations in the normal
course of business.  As of September 30, 2004, 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.
In addition,  during the quarter ended  September  30, 2004,  there have been no
other material developments with respect to an action by a related party against
Stonepath Group, Inc.


Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.

     (a)  In the third quarter  ended  September 30, 2004 there were no sales of
          unregistered securities.
     (b)  Rule 463 of the Securities Act is not applicable to the Company.
     (c)  In  the  third  quarter  ended   September  30,  2004  there  were  no
          repurchases by the Company of its Common Stock.


Item 3.   Defaults Upon Senior Securities

          Management's   Discussion   and  Analysis  and  Results  of  Financial
          Condition and the Notes to Condensed Consolidated Financial Statements
          in Note 3, describes  certain debt obligations of the Company in which
          it was not in compliance  with certain  covenants for which the lender
          provided waivers of such non-compliance. Otherwise, the Company is not
          in material  default under any loan  agreements and is not in material
          default of the  payment of  principal  or  interest  that has not been
          cured within 30 days.


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

          In the third  quarter  ended  September 30, 2004 there were no matters
          submitted to a vote of security holders.


Item 5.   Other Information:

          None.


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

(a)       Exhibits

          Except for the exhibits listed below, all of which are filed herewith,
          other required exhibits have been previously filed with the Securities
          and Exchange  Commission under the Securities Exchange Act of 1934, as
          amended.

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

11.1      Statement  re:  computation  of earnings per share.  See  consolidated
          statement of operations and notes thereto.

31.1      Certification  of Chief Executive  Officer  Pursuant to Rule 13a-14(a)
          under the  Securities  Exchange  Act of 1934,  as adopted  pursuant to
          Section 302 of the Sarbanes-Oxley Act of 2002

31.2      Certification  of Chief Financial  Officer  Pursuant to Rule 13a-14(a)
          under the  Securities  Exchange  Act of 1934,  as adopted  pursuant to
          Section 302 of the Sarbanes-Oxley Act of 2002

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

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

     (b) Reports on Form 8-K.

         We filed a report on Form 8-K, dated August 3, 2004, wherein we
         disclosed the resignation of a board member, Daniel Yun, for personal
         reasons.

                                       14
<PAGE>

                                   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:    November 12, 2004                   By:  /s/ Bruce J. Haber
                                                  ------------------
                                                      Bruce J. Haber,
                                                      Chairman and Chief
                                                      Executive Officer



Date:    November 12, 2004                   By:  /s/ William M. McKay
                                                  --------------------
                                                      William M. McKay,
                                                      Chief Financial Officer

                                       15