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                                   Exhibit 3.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                             THE EMERGENT GROUP INC.

                                                            Filed August 6, 2003
DEAN HELLER
Secretary of State
101 North Carson Street, Suite 3
Carson City, Nevada 89701-4786
(775) 684-5708


              Certificate of Amendment to Articles of Incorporation
                         For Nevada Profit Corporations
          (Pursuant to NRS 72.385 and 73.390 - After Issuance of Stock)
                             - Remit in Duplicate -

1. Name of Corporation: Emergent Group Inc.

2. The articles have been amended as follows:

     RESOLVED, that the Board of Directors adopted the following resolutions and
declared it advisable and the  stockholders  by a majority  consent in lieu of a
meeting approved the amendments to the  Corporation's  Articles of Incorporation
described below in the resolutions  which were submitted to the Secretary of the
Corporation on August 5, 2003:

     RESOLVED,  the Articles of Incorporation of Emergent Group Inc. are amended
by  inserting  a new  Article 9 so that  after  Article  8,  there  appears  the
following text:

               "9. On the  effective  date of this  amendment to the Articles of
               Incorporation  which shall be at 5:00 p.m.  Daylight Savings Time
               on August 29, 2003 (the  "Effective  Date"),  the Common Stock of
               the Corporation will be reverse split on a one-for-forty basis so
               that  each  share  of  Common   Stock   issued  and   outstanding
               immediately  prior to the Effective Date shall  automatically  be
               converted  into and  reconstituted  as 1/40  (one-fortieth)  of a
               share of Common Stock (the "Reverse Split"). No fractional shares
               will be issued by the Corporation as a result of a Reverse Split.
               Each  fractional  share shall be rounded up to the nearest  whole
               share. The par value per share of the Corporation's  Common Stock
               shall  proportionately  increase from $.001 par value to $.04 par
               value as reflected in new Article 3." and it was further

     RESOLVED, that paragraph (a) of Article 3 of Emergent Group Inc.'s Articles
of Incorporation shall be amended to read as follows on the Effective Date:

               "3. The aggregate number of shares that the Corporation  shall be
               authorized   to  issue   shall  be  ONE   HUNDRED   TEN   MILLION
               (110,000,000),  consisting of ONE HUNDRED  MILLION  (100,000,000)
               shares  of  Common  Stock,  par  value  $0.04,  and  TEN  MILLION
               (10,000,000) shares of Preferred Stock, par value $0.001."




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3. That the number of shares of the Corporation outstanding and entitled to vote
on an amendment to the Articles of Incorporation is 67,357,827; that said change
and amendment  has been  consented to and  authorized by the written  consent of
stockholders  holding at least a majority of each class of stock outstanding and
entitled to vote thereon in  accordance  with NRS  78.320.2.  Of the  67,357,827
shares, 35,622,872 shares or 52.9% voted in favor of said change and amendment.

4. Signatures:

By: /s/ William M. McKay
    ------------------------------
      William M. McKay,
      Secretary and Treasurer


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