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 June 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 August 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
PART I.  FINANCIAL INFORMATION
<S>     <C>                                                                                                <C>
   Item 1.    Financial Statements

              Condensed Consolidated Balance Sheet as of June 30, 2004                                      3

              Condensed Consolidated Statements of Operations for the Three and
                 Six Months Ended June 30, 2004 and 2003                                                    4

              Condensed Consolidated Statements of Cash Flows for the
                 Three and Six Months Ended June 30, 2004 and 2003                                          5

              Notes to the Condensed Consolidated Financial Statements                                      6

   Item 2.    Management's Discussion and Analysis of Financial Condition
                 and Results of Operations                                                                  9

   Item 3.    Controls and Procedures                                                                      14

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                                                             15


Signatures                                                                                                 15

</TABLE>
                                       2
<PAGE>
                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

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

                                                                         June 30,
                                                                            2004
                                                                      ---------------
                               ASSETS

Current assets
<S>                                                                   <C>
     Cash                                                             $      527,355
     Accounts receivable, net of allowance for doubtful
        accounts of $28,780                                                1,330,386
     Inventory, net of reserves of $155,876                                  400,833
     Prepaid expenses                                                        143,135
                                                                      ---------------
           Total current assets                                            2,401,709

Property and equipment, net of accumulated depreciation and                1,959,351
        amortization of $2,364,031
Goodwill                                                                     779,127
Deposits and other assets                                                    118,495
                                                                      ---------------
Total assets                                                          $    5,258,682
                                                                      ===============

                LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
     Line of credit                                                   $      650,000
     Current portion of capital lease obligations                            286,085
     Current portion of notes payable                                        503,080
     Accounts payable                                                        693,075
     Accrued expenses                                                        616,947
                                                                      ---------------
        Total current liabilities                                          2,749,187

Capital lease obligations, net of current portion                            120,863
Notes payable, net of current portion                                        427,494
                                                                      ---------------
           Total liabilities                                               3,297,544

Minority Interest                                                            221,193

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                                                 (12,937,927)
                                                                      ---------------
              Total shareholders' equity                                   1,739,945
                                                                      ---------------
 Total liabilities and shareholders' equity                           $    5,258,682
                                                                      ===============

 The accompanying notes are an integral part of these condensed financial statements.
</TABLE>
                                       3
<PAGE>
                      Emergent Group Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                                                 Three Months Ended               Six Months Ended
                                                                      June 30,                        June 30,
                                                            --------------------------------------------------------------
                                                                2004            2003           2004            2003
                                                            -------------- --------------- -------------- ----------------
<S>                                                         <C>            <C>             <C>            <C>
Revenue                                                     $   2,806,877  $    2,345,865  $   5,489,317  $     4,486,685
Cost of goods sold                                              1,925,922       1,519,510      3,832,527        2,835,447
                                                            -------------- --------------- -------------- ----------------

Gross profit                                                      880,955         826,355      1,656,790        1,651,238

Selling, general, and administrative expenses                     773,392         785,764      1,573,366        1,617,987
                                                            -------------- --------------- -------------- ----------------

Income from operations                                            107,563          40,591         83,424           33,251

Other income (expense)
     Interest expense                                             (29,287)        (54,112)       (59,931)        (106,628)
     Equity in net loss of investment in limited
         liability companies                                            -          (2,335)             -          (16,146)
     Gain (loss) on disposal of property and equipment                300           6,184         (3,218)          32,451
     Other income (expense), net                                  106,824          10,971        112,304            8,234
                                                            -------------- --------------- -------------- ----------------

            Total other income (expense)                           77,837         (39,292)        49,155          (82,089)
                                                            -------------- --------------- -------------- ----------------

Income (loss) before provision for income taxes,
     minority interest and extraordinary item                     185,400           1,299        132,579          (48,838)
Provision for income taxes                                              -               -              -                -
                                                            -------------- --------------- -------------- ----------------

Income (loss) before minority interest and
     extraordinary item                                           185,400           1,299        132,579          (48,838)

Minority interest in net income of consolidated
     limited liability companies                                   52,601               -         82,330                -
                                                            -------------- --------------- -------------- ----------------

Income (loss) before extraordinary item                           132,799           1,299         50,249          (48,838)
                                                            -------------- --------------- -------------- ----------------
Extraordinary item
     Gain on forgiveness of debt, net of tax                            -           1,289              -          104,819
                                                            -------------- --------------- -------------- ----------------

Net income                                                  $     132,799  $        2,588  $      50,249  $        55,981
                                                            ============== =============== ============== ================

Basic and diluted earnings (loss) per share:
     Before extraordinary item                              $        0.03  $            -  $        0.01  $         (0.03)
     Extraordinary item                                                 -               -              -             0.06
                                                            -------------- --------------- -------------- ----------------

Basic and diluted earnings per share                        $        0.03  $            -  $        0.01  $          0.03
                                                            ============== =============== ============== ================

Basic and diluted weighted-average shares outstanding           4,744,551       1,683,945      4,744,551        1,683,945
                                                            ============== =============== ============== ================

 The accompanying notes are an integral part of these condensed financial statements.
</TABLE>
                                       4
<PAGE>
                      Emergent Group Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                    Six Months Ended
                                                                                        June 30,
                                                                                ----------------------------
                                                                                     2004            2003
Cash flows from operating activities                                            -----------    -------------
<S>                                                                             <C>            <C>
     Net income                                                                 $   50,249     $     55,981
     Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
         Loss (gain) on disposal of property and equipment                           3,218          (32,451)
         Gain on forgiveness of debt                                                     -         (104,818)
         Depreciation and amortization                                             606,670          377,476
         Equity in net (gain) loss of investment in limited liability companies          -           16,146
         Provision for doubtful accounts                                            (3,822)          (4,272)
         Minority interest in net income                                            82,330                -
         (Increase) decrease in
            Accounts receivable                                                      2,403        1,041,693
            Inventory                                                              (56,940)         (70,003)
            Due from related party                                                       -         (742,157)
            Prepaid expenses                                                       (41,974)          (2,362)
            Deposits and other assets                                               13,699            8,693
         Increase (decrease) in
            Accounts payable                                                       164,712            5,190
            Accrued expenses                                                      (170,380)        (290,260)
Cash flows from operating activities                                            -----------    -------------

Net cash provided by operating activities                                          650,165          258,856
Cash flows from operating activities                                            -----------    -------------

Cash flows from investing activities
     Cash paid to limited liability companies                                      (76,192)         (56,968)
     Contributions from new members to limited liability companies                  37,500                -
     Purchase of property and equipment                                           (353,642)        (183,561)
     Proceeds from the sale of property and equipment                                1,782           35,583
     Purchase of customer list and covenant not-to-compete                               -          (50,000)
Cash flows from operating activities                                            -----------    -------------

Net cash used in investing activities                                             (390,552)        (254,946)
Cash flows from operating activities                                            -----------    -------------

Cash flows from financing activities
     Proceeds from private placement of subordinated notes                               -        1,000,000
     Payments on capital lease obligations                                         (93,346)        (355,738)
     Borrowings under line of credit                                                50,000                -
     Payments on line of credit                                                   (150,000)        (108,700)
     Payments on notes payable                                                    (229,243)        (215,476)
Cash flows from operating activities                                            -----------    -------------

Net cash provided by (used in) financing activities                               (422,589)         320,086
Cash flows from operating activities                                            -----------    -------------

Net increase (decrease) in cash                                                   (162,976)         323,996

Cash, beginning of period                                                          690,331          957,242
Cash flows from operating activities                                            -----------    -------------

Cash, end of period                                                             $  527,355     $  1,281,238
                                                                                ===========    =============
Supplemental disclosures of cash flow information:

     Interest paid                                                               $ 67,382        $ 94,917
                                                                                ===========    =============

Supplemental disclosures of non-cash investing and financing activities -

     During the six months ended June 30, 2004 the Company purchased property
     and equipment of $79,606 through installment loans.

     During the six months ended June 30, 2003 the Company billed $500,905 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.
</TABLE>
                                       5
<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 six months ended June
     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 (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.  There were no dilutive common share equivalents outstanding as
     of June 30, 2004 and 2003.

                                       6
<PAGE>
     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.  In
     connection with the  re-negotiation  of certain  capital lease  agreements,
     note payable  agreements,  and accounts  payable  liabilities,  the Company
     recorded an extraordinary  gain on forgiveness of debt of $-0- and $104,819
     in the consolidated  statements of operations for the six months ended June
     30, 2004 and 2003, respectively.

     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.  The Company  does not expect the adoption of SFAS
     146 to have a material impact, if any, on its financial position or results
     of operations.

     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 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 to the fair value method.

     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
     June 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

                                       7
<PAGE>
     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 June 30, 2004 we have a bank loan (the "Bank Term Loan")  outstanding in
     the amount of $299,775,  which is included in the current  portion of notes
     payable in the accompanying balance sheet. The loan agreement,  as amended,
     provides for monthly  principal  payments of $16,667;  plus interest at the
     prime rate plus 2.00%.  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 June 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.

     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 June  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 June 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 June 30,
     2004 our outstanding  restructured debt and lease  obligations  amounted to
     $570,757 and $222,987, 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 June 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 June 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 six  months  ended June 30,  2003 the  Company  billed
     $210,465 and $500,905, 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
     June 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.

                                       8
<PAGE>
     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 $7,569 and
     $8,894 for the three months ended June 30, 2004 and 2003, respectively, and
     $15,551  and  $14,632  for the six  months  ended  June 30,  2004 and 2003,
     respectively.

6.   Subsequent Event

     On August 3, 2004, a director of the Company, Mr. Daniel Yun, resigned from
     the  Board  of  Directors  for  personal   reasons.   The  Company  had  no
     disagreement  with  Mr.  Yun  on any  matter  relating  to its  operations,
     policies or practices.



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.
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

                                       9
<PAGE>
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. 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.

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                      Six Months Ended
                                                         June 30,                                 June 30,
                                                --------------------------------       -------------------------------
                                                    2004       %       2003       %       2004       %       2003       %
                                                ------------- ---- ------------- ----  ------------ ---- ------------- ----
<S>                                             <C>           <C>  <C>           <C>   <C>          <C>  <C>           <C>
Revenue                                         $  2,806,877  100% $  2,345,865  100%  $ 5,489,317  100% $  4,486,685  100%
Cost of goods sold                                 1,925,922   69%    1,519,510   65%    3,832,527   70%    2,835,447   63%
                                                ------------- ---- ------------- ----  ------------ ---- ------------- ----

Gross profit                                         880,955   31%      826,355   35%    1,656,790   30%    1,651,238   37%

Selling, general, and administrative expenses        773,392   14%      785,764   33%    1,573,366   29%    1,617,987   36%
                                                ------------- ---- ------------- ----  ------------ ---- ------------- ----

Income from operations                               107,563   17%       40,591    2%       83,424    2%       33,251    1%

Other income (expense)                                77,837    3%      (39,292)  -2%       49,155    1%      (82,089)  -2%
                                                -------------      -------------       ------------      -------------

Income (Loss) before provision for income taxes,
    minority interest and extraordinary item         185,400   20%        1,299    0%      132,579    2%      (48,838)  -1%
Provision for income taxes                                 -    0%            -    0%            -    0%            -    0%
                                                ------------- ---- ------------- ----  ------------ ---- ------------- ----
Net income (loss) before minority interest           185,400   20%        1,299    0%      132,579    2%      (48,838)  -1%
    and extraordinary item

Minority interest in net income of consolidated
    limited liability companies                       52,601    2%            -    0%       82,330    1%            -    0%
                                                ------------- ---- ------------- ----  ------------ ---- ------------- ----
Income (loss) before extraordinary item              132,799              1,299             50,249            (48,838)
                                                ------------- ---- ------------- ----  ------------ ---- ------------- ----
Extraordinary item
    Gain on forgiveness of debt, net of tax                -    0%        1,289    0%            -    0%      104,819    2%
                                                ------------- ---- ------------- ----  ------------ ---- ------------- ----
Net income                                      $    132,799   20% $      2,588    0%  $    50,249    2% $     55,981    1%
                                                ============= ==== ============= ====  ============ ==== ============= ====
</TABLE>
Comparison of the Three Months Ended June 30, 2004 to June 30, 2003

We generated  revenues of $2,806,877 in 2004 compared to $2,345,865 in 2003. The
increase in revenues of $461,012 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 98% to $1,132,196 in
2004 from  $573,255 in 2003.  The increase in revenues  from  advanced  surgical
procedures is primarily from one specific type of laser procedure referred to as

                                       10
<PAGE>
"Greenlight."  Total  revenues from surgical and cosmetic  services  represented
approximately 87% and 12%, respectively,  of total revenues for 2004 and 81% and
16% for 2003,  respectively.  Revenues from medical  equipment rentals comprised
approximately  1% and 3% 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  $1,925,922  or 69% of  revenues  in 2004  compared  to
$1,519,510  or 65% 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 $406,412 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 are generally lower from advanced procedures compared to
our core surgical business.

Gross margin was $880,955 in 2004 or 31% of net revenues compared to $826,355 in
2003 or 35% 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  $129,549  in 2004  compared  to 2003  primarily  as a  result  of
equipment purchases in recent quarters. These factors, among others, resulted in
the decrease of 4% in our gross margin rate in 2004 compared to 2003.

Selling,  general, and administrative expenses were $773,392 in 2004 compared to
$785,764 in 2003. Such costs include payroll and related expenses, insurance and
rents.  The  overall  decrease  of $12,372 is  generally  related to our ongoing
efforts to effectively monitor and control costs.

Other income  (expense) was $77,837 in 2004  compared to $(39,292) in 2003.  The
net  increase in other income  (expense) of $117,129 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 $24,488 in 2004 compared to 2003.
Interest  expense  is  primarily   related  to  PRI  Medicals  notes  and  lease
obligations.  The  decrease of $24,488 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 $52,601 in
2004  relates  to the  consolidation  of two  entities  in which we hold  equity
investment  interests.  As of June 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  June 30,  2003 we  recorded  equity in income of $2,335  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 $1,289 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  $132,799 in 2004  compared  to net income of $2,588 in 2003.  No
provision  for  income  taxes  is  provided  for in  2004  and  2003  due to the
availability of net operating loss carryforwards.

                                       11
<PAGE>
Comparison of the Six Months Ended June 30, 2004 to June 30, 2003

We generated  revenues of $5,489,317 in 2004 compared to $4,486,685 in 2003. The
increase in revenues of $1,002,632 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 157% to $2,174,245 in
2004 from  $847,215 in 2003.  The increase in revenues  from  advanced  surgical
procedures is primarily from one specific type of laser procedure referred to as
"Greenlight."  Total  revenues from surgical and cosmetic  services  represented
approximately 86% and 13%, respectively,  of total revenues for 2004 and 83% and
15% 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  $3,832,527  or 70% of  revenues  in 2004  compared  to
$2,835,447  or 63% 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 $997,080 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
for base surgical  procedures.  In addition,  gross margins are generally  lower
from advanced procedures compared to our core surgical business.

Gross  margin  was  $1,656,790  in  2004  or  30% of net  revenues  compared  to
$1,651,238 in 2003 or 37% 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 $129,549 in 2004 compared to 2003 primarily as a result
of equipment purchases in recent quarters. These factors, among others, resulted
in the decrease of 7% in our gross margin rate in 2004 compared to 2003.

Selling,  general, and administrative  expenses were $1,573,366 in 2004 compared
to  $1,617,987  in 2003.  Such  costs  include  payroll  and  related  expenses,
insurance and rents. The overall decrease of $44,621 is generally related to our
ongoing efforts to effectively monitor and control costs.

Other income  (expense) was $49,155 in 2004  compared to $(82,089) in 2003.  The
net  increase in other income  (expense) of $131,244 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 $46,698 in 2004 compared to 2003.
Interest  expense  is  primarily   related  to  PRI  Medicals  notes  and  lease
obligations.  The  decrease of $46,698 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 $82,330 in
2004  relates  to the  consolidation  of two  entities  in which we hold  equity
investment  interests.  As of June 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 six
months  ended June 30, 2003 we recorded  equity in net loss of $16,146  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 $104,819 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.

                                       12
<PAGE>
Net income was $50,249 in 2004  compared to $55,981 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 June 30, 2004 we have a bank loan (the "Bank Term Loan")  outstanding  in the
amount of $299,775, which is included in the current portion of notes payable in
the  accompanying  balance sheet. The loan agreement,  as amended,  provides for
monthly  principal  payments  of $16,667;  plus  interest at the prime rate plus
2.00%. 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 June 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.

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 June 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 June 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 June 30, 2004 our outstanding  restructured
debt and lease obligations amounted to $570,757 and $222,987,  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 June 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 $527,355 at June 30,  2004.  Cash
provided  by  operating  activities  for the six months  ended June 30, 2004 was
$650,165. Cash from operations includes net income of $50,249,  depreciation and
amortization  of  $606,670,  minority  interest  in net income of $82,330 and an
increase  in  accounts  payable  of  $164,712  offset by a  decrease  in accrued
expenses  of  $170,380  and an increase  in  inventory  and prepaid  expenses of
$56,940  and  $41,974,  respectively.  Cash  used in  investing  activities  was
$390,552 due to the purchase of property and  equipment of $353,642 and net cash
payments  of  $38,692  limited  liability  companies.  Cash  used for  financing
activities was $$422,589  resulting from payments on lease and debt  obligations
of $93,346 and $229,243,  respectively,  and net  repayments on our bank line of
credit of $100,000.

The Company had cash and cash  equivalents of $1,281,238 at June 30, 2003.  Cash
provided  by  operating  activities  for the six months  ended June 30, 2003 was
$258,856. Cash from operations includes net income of $55,981,  depreciation and
amortization  of $377,476 and a decrease in accounts  receivable of  $1,041,693,
offset  by an  increase  in due  from  related  party  of  $742,157,  a gain  on
forgiveness  of debt of $104,818  and a net  decrease  in  accounts  payable and
accrued expenses of $287,620. Cash used in investing activities was $254,946 due
to the purchase of property and equipment of $183,561, purchase of customer list
and  covenant  not-to-compete  for  $50,000  and cash paid to limited  liability
companies of $56,968, offset by proceeds from the sale of property and equipment
of $35,583. Cash provided by financing activities was $320,086, which related to
the proceeds of $1,000,000  from the private  placement of  subordinated  notes,
offset by payments of $571,214  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.

                                       13
<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:

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

Item 2. Changes in Securities.

     (a)  There were no modifications of instruments  defining the rights of the
          holders of any class of registered securities.
     (b)  The rights  evidenced by any class of registered  securities  have not
          been  materially  limited or qualified by the issuance or modification
          of any other class of securities.
     (c)  In the  second  quarter  ended  June 30,  2004  there were no sales of
          unregistered securities.
     (d)  Rule 463 of the Securities Act is not applicable to the Company.
     (e)  In the second quarter ended June 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 second  quarter ended June 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:

                                       14
<PAGE>
(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 did not file any reports on Form 8-K during the  quarter  ended June 30,
     2004. However, 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.

                                   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:    August 11, 2004           By:  /s/ Bruce J. Haber
                                        -------------------
                                        Bruce J. Haber,
                                        Chairman and Chief Executive Officer



Date:    August 11, 2004           By:  /s/ William M. McKay
                                        --------------------
                                        William M. McKay,
                                        Chief Financial Officer


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