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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       ___________________________________

                                  FORM 10-QSB/A
                       ___________________________________

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


                For the Quarterly Period Ended September 30, 2005

                         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 [ ]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rue 12b-2 of the Exchange Act).
                                 Yes [ ] No [X]

     Indicate by check mark  whether the  registrant  is an a shell  company (as
defined in Rue 12b-2 of the Exchange Act).
                                 Yes [ ] No [X]


     As of November 16, 2005, the registrant had a total of 5,110,530  shares of
Common Stock outstanding.

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<PAGE>


                                EXPLANATORY NOTE

This Form  10QSB/A is being  filed to include  Exhibit  10.5 in its entirety. No
other changes have been made to this report


<PAGE>

<TABLE>
<CAPTION>
                               EMERGENT GROUP INC.

                          FORM 10-QSB/A Quarterly Report

                                Table of Contents


                                                                                              Page

<S>                       <C>                                                                  <C>
PART I.  FINANCIAL INFORMATION

   Item 1.    Financial Statements

              Condensed Consolidated Balance Sheet as of September 30, 2005 (unaudited)         3

              Condensed Consolidated Statements of Operations for the Three Months
                 and Nine Months Ended September 30, 2005 and 2004 (unaudited)                  4

              Condensed Consolidated Statements of Cash Flows for the Nine Months
                 Ended September 30, 2005 and 2004 (unaudited)                                  5

              Notes to the Condensed Consolidated Financial Statements                          6

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

   Item 3.    Controls and Procedures                                                          15

PART II.  OTHER INFORMATION

   Item 1.    Legal Proceedings                                                                16

   Item 2.    Changes in Securities                                                            17

   Item 3.    Defaults Upon Senior Securities                                                  17

   Item 4.    Submissions of Matters to a Vote of Security Holders                             17

   Item 5.    Other Information                                                                17

   Item 6.    Exhibits                                                                         17


Signatures                                                                                     18
</TABLE>
                                       2
<PAGE>
<TABLE>
<CAPTION>

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                      Emergent Group Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheet
                                   (Unaudited)

                                                                              Sept 30,
                                                                                2005
                                                                           ---------------
                                  ASSETS

Current assets
<S>                                                                               <C>
     Cash                                                                  $      603,644
     Accounts receivable, net of allowance for doubtful
        accounts of $23,165                                                     1,618,013
     Inventory, net of reserves of $130,148                                       368,408
     Prepaid expenses                                                             168,069
                                                                           ---------------

           Total current assets                                                 2,758,134

Property and equipment, net of accumulated depreciation and
        amortization of $3,645,792                                              2,212,610
Goodwill                                                                          779,127
Deposits and other assets                                                         149,461

                                                                           ---------------
Total assets                                                               $    5,899,332
                                                                           ===============

                   LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
     Current portion of capital lease obligations                          $      369,938
     Current portion of notes payable                                             297,977
     Accounts payable                                                           1,183,288
     Accrued expenses                                                             749,016
                                                                           ---------------

           Total current liabilities                                            2,600,219

Capital lease obligations, net of current portion                                 402,314
Notes payable, net of current portion                                             203,844
                                                                           ---------------

           Total liabilities                                                    3,206,377

Minority interest                                                                 330,767

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
        5,004,551 shares issued and outstanding                                   200,181
     Additional paid-in capital                                                14,581,692
     Deferred compensation, net of accumulated amortization of $17,333            (86,667)
     Accumulated deficit                                                      (12,333,018)
                                                                           ---------------

           Total shareholders' equity                                           2,362,188
                                                                           ---------------
 Total liabilities and shareholders' equity                                $    5,899,332
                                                                           ===============

The accompanying notes are an integral part of these condensed financial statements.
</TABLE>
                                       3
<PAGE>
<TABLE>
<CAPTION>
                      Emergent Group Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

                                                               Three Months Ended           Nine Months Ended
                                                                    Sept 30,                     Sept 30,
                                                           ---------------------------- ---------------------------
                                                                2005           2004          2005         2004
                                                           -------------- ------------- ------------- -------------

<S>                                                             <C>            <C>           <C>            <C>
Revenue                                                    $   3,181,811  $  2,726,605  $  9,052,744   $ 8,215,922
Cost of goods sold                                             1,965,207     1,898,924     5,865,060     5,731,451
                                                           -------------- ------------- ------------- -------------

Gross profit                                                   1,216,604       827,681     3,187,684     2,484,471

Selling, general, and administrative expenses                    797,598       746,283     2,469,660     2,319,649
                                                           -------------- ------------- ------------- -------------

Income from operations                                           419,006        81,398       718,024       164,822

Other income (expense)
     Interest expense                                            (36,036)      (27,920)     (102,108)      (87,851)
     Gain (loss) on disposal of property and equipment             2,056             -        51,002        (3,218)
     Other income, net                                            32,748         1,802        60,043       114,106
                                                           -------------- ------------- ------------- -------------

            Total other income (expense)                          (1,232)      (26,118)        8,937        23,037
                                                           -------------- ------------- ------------- -------------

Income before provision for income taxes
     and minority interest                                       417,774        55,280       726,961       187,859
Provision for income taxes                                             -             -             -             -
                                                           -------------- ------------- ------------- -------------

Income before minority interest                                  417,774        55,280       726,961       187,859

Minority interest in income of consolidated
     limited liability companies                                 (16,447)      (33,733)      (95,077)     (116,063)
                                                           -------------- ------------- ------------- -------------

Net income                                                 $     401,327  $     21,547  $    631,884  $     71,796
                                                           ============== ============= ============= =============

Basic earnings per share                                   $        0.08  $       0.00  $       0.13  $       0.02
                                                           ============== ============= ============= =============
Diluted earnings per share                                 $        0.08  $       0.00  $       0.13  $       0.02
                                                           ============== ============= ============= =============

Basic weighted average shares outstanding                      5,004,551     4,744,551     4,856,271     4,744,551
                                                           ============== ============= ============= =============
Diluted weighted-average shares outstanding                    5,071,024     4,744,551     4,921,764     4,744,551
                                                           ============== ============= ============= =============

The accompanying notes are an integral part of these condensed financial statments.
</TABLE>
                                       4
<PAGE>
<TABLE>
<CAPTION>
                      Emergent Group Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                                                                                      Nine Months Ended
                                                                                        September 30,
                                                                              -------------------------------
                                                                                   2005            2004
                                                                              --------------- ---------------
Cash flows from operating activities
<S>                                                                                  <C>             <C>
     Net income                                                               $      631,884  $       71,796
     Adjustments to reconcile net income to net cash
     provided by operating activities:
         Depreciation and amortization                                               801,568         904,883
         (Gain) loss on disposal of property and equipment                           (51,002)          3,218
         Provision for doubtful accounts                                              (2,960)         (6,477)
         Minority interest in income                                                  95,077         116,063
         (Increase) decrease in
            Accounts receivable                                                     (185,898)         33,855
            Inventory                                                                 24,106          36,195
            Prepaid expenses                                                         (39,101)        (55,712)
            Deposits and other assets                                                  4,267         (28,299)
         Increase (decrease) in
            Accounts payable                                                         696,151          20,973
            Accrued expenses                                                          64,767        (151,554)
                                                                              --------------- ---------------

Net cash provided by operating activities                                          2,038,859         944,941
                                                                              --------------- ---------------

Cash flows from investing activities
     Purchase of property and equipment                                             (184,875)       (550,930)
     Purchase of property and equipment for consolidated LLCs                       (650,000)              -
     Cash paid to limited liability companies                                       (146,239)       (135,946)
     Contributions from new members to limited liability companies                   200,000          37,500
     Proceeds from the sale of property and equipment                                 59,752           1,782

                                                                              --------------- ---------------
Net cash used in investing activities                                               (721,362)       (647,594)
                                                                              --------------- ---------------

Cash flows from financing activities
     Payments on capital lease obligations                                          (210,009)       (126,929)
     Borrowings under line of credit                                               4,207,042          50,000
     Repayments on line of credit                                                 (4,857,042)       (150,000)
     Payments on notes payable                                                      (368,654)       (296,197)
     Borrowings under note payable                                                   190,000               -
     Payment of loan fees                                                            (26,785)              -

                                                                              --------------- ---------------
Net cash used in financing activities                                             (1,065,448)       (523,126)
                                                                              --------------- ---------------

Net increase (decrease) in cash                                                      252,049        (225,779)

Cash, beginning of period                                                            351,595         690,331
                                                                              --------------- ---------------

Cash, end of period                                                           $      603,644  $      464,552
                                                                              =============== ===============

Supplemental disclosures of cash flow information:
     Interest paid                                                            $      106,992  $       95,985
                                                                              =============== ===============
Supplemental disclosures of non-cash investing and financing activities -

     During  the nine  months  ended  September  30,  2005 and 2004 the  Company
     financed  property and  equipment of $365,434 and  $149,883,  respectively,
     through lease financing.

The accompanying notes are an integral part of these condensed financial statements.
</TABLE>
                                       5
<PAGE>
                               EMERGENT GROUP INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   BUSINESS

     Emergent  Group  Inc.  ("Emergent")  is the parent  company of PRI  Medical
     Technologies,  Inc.,  its wholly owned and only operating  subsidiary.  PRI
     Medical  Technologies,  Inc.  primarily  conducted its business through its
     wholly owned subsidiary  Physiologic Reps ("PRI") until March 2005 at which
     time PRI was merged into PRI Medical  Technologies,  Inc. ("PRI  Medical").
     Emergent and PRI Medical are referred to  collectively  hereinafter  as the
     "Company." PRI Medical provides mobile laser/surgical  services, along with
     technical  support,  on a per  procedure  basis to  hospitals,  out-patient
     surgery centers, and physicians' offices.

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, 2004. 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,  2005 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.  Also,  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  four   limited   liability   companies   under  the  full
     consolidation  method.  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.

     Stock-Based Compensation
     ------------------------

     SFAS No. 123, "Accounting for Stock-Based Compensation," as amended by SFAS
     No.  148,   "Accounting   for   Stock-Based   Compensation-Transition   and
     Disclosure,"   defines  a  fair  value  based  method  of  accounting   for
     stock-based  compensation.  However,  SFAS No.  123  allows  an  entity  to
     continue to measure  compensation  cost related to stock and stock  options
     issued to employees using the intrinsic method of accounting  prescribed by
     Accounting  Principles Board ("APB") Opinion No. 25,  "Accounting for Stock
     Issued to  Employees."  Entities  electing  to remain  with the  accounting
     method of APB Opinion No. 25 must make pro forma  disclosures of net income
     and earnings per share as if the fair value method of accounting defined in
     SFAS No. 123 had been  applied.  The Company has elected to account for its
     stock-based  compensation  to employees  under APB Opinion No. 25 using the
     intrinsic value method.

     The Company has adopted  only the  disclosure  provisions  of SFAS No. 123.
     Accordingly, no compensation cost other than that required to be recognized
     by APB 25 for the difference between the fair value of the Company's common
     stock at the grant  date and the  exercise  price of the  options  has been
     recognized.  Had compensation cost for the Company's stock option plan been
     determined based on the fair value at the grant date for awards  consistent
     with the provisions of SFAS No. 123, the Company's net income and basic and
     diluted income per share for the three and nine months ended  September 30,
     2005 and 2004, would have been adjusted to the pro forma amounts  indicated
     below.  During March 2005 the Company issued to employees 73,000 options to
     purchase the 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 and
     generally  vest in equal  installments  over  five  consecutive  years.  In
     addition,  in September  the Company  issued  15,000 stock options to a new
     board member.

     Such stock  options  were valued  using the Black  Schoels  Model  assuming
     volatility  of  150%,  a risk  free  interest  rate of 3.5%  and  immediate
     vesting.  The total value of the options issued in March and September 2005
     were determined to be $26,831 and $9,146, respectively. The Company's basic
     and  diluted  net  income  and pro forma net income per share for the three
     months and nine months ended September 30, 2005 are follows:

<TABLE>
<CAPTION>
                                             Three Months Ended            Nine Months Ended
                                                September 30,                September 30,
                                         ---------------------------   ------------------------
                                              2005            2004        2005          2004
                                         -------------    -----------  -----------  -----------
<S>                                          <C>              <C>          <C>          <C>
Net income as reported                   $    401,327     $   21,547   $  631,884   $   71,796
  Deduct total stock based
  employee compensation
  expense determined
  under fair value method
  for all awards, net of tax                   (9,146)             -      (35,977)           -
                                         ----------------------------  ------------------------
Pro forma net income                     $    392,181     $   21,547   $  595,907   $   71,796
                                         ============================  ========================
Income per common share
  Basic - as reported                    $       0.08     $     0.00   $     0.13   $     0.02
  Basic - pro forma                      $       0.08     $     0.00   $     0.12   $     0.02
  Diluted - as reported                  $       0.08     $     0.00   $     0.13   $     0.02
  Diluted - pro forma                    $       0.08     $     0.00   $     0.12   $     0.02

</TABLE>




     Earnings Per Share
     ------------------
     The Company utilizes SFAS No. 128, "Earnings per Share." Basic earnings per
     share is computed by dividing earnings available to common  shareholders by
     the weighted-average number of common shares outstanding.  Diluted earnings
     per share is computed  similar to basic  earnings per share except that the
     denominator is increased to include the number of additional  common shares
     that would have been outstanding if the potential common share  equivalents
     had been issued and if the additional  common shares were dilutive.  Common
     equivalent  shares are  excluded  from the  computation  if their effect is
     anti-dilutive.

                                       6
<PAGE>

     Recent Accounting Pronouncements
     --------------------------------
     In November 2004, the FASB issued SFAS No. 151,"Inventory  Costs". SFAS No.
     151 amends the  accounting for abnormal  amounts of idle facility  expense,
     freight,  handling costs, and wasted material (spoilage) under the guidance
     in ARB No. 43, Chapter 4, "Inventory  Pricing".  Paragraph 5 of ARB No. 43,
     Chapter 4, previously  stated that ". . . under some  circumstances,  items
     such as idle facility  expense,  excessive  spoilage,  double freight,  and
     rehandling  costs may be so  abnormal  as to require  treatment  as current
     period  charges.  . . ."  This  Statement  requires  that  those  items  be
     recognized as  current-period  charges  regardless of whether they meet the
     criterion of "so  abnormal."  In addition,  this  Statement  requires  that
     allocation of fixed production overhead to the costs of conversion be based
     on the normal  capacity of the  production  facilities.  This  statement is
     effective for inventory  costs incurred during fiscal years beginning after
     June 15, 2005.  Management does not expect adoption of SFAS No. 151 to have
     a material impact on the Company's financial statements.

     In December 2004, the FASB issued SFAS No.  152,"Accounting for Real Estate
     Time-Sharing  Transactions".  The FASB issued this Statement as a result of
     the guidance provided in AICPA Statement of Position (SOP) 04-2,"Accounting
     for Real Estate  Time-Sharing  Transactions".  SOP 04-2 applies to all real
     estate  time-sharing  transactions.  Among other  items,  the SOP  provides
     guidance on the  recording  of credit  losses and the  treatment of selling
     costs,  but does not change the  revenue  recognition  guidance in SFAS No.
     66,"Accounting  for Sales of Real  Estate",  for real  estate  time-sharing
     transactions.  SFAS No.  152  amends  Statement  No.  66 to  reference  the
     guidance  provided  in SOP 04-2.  SFAS No.  152 also  amends  SFAS No.  67,
     "Accounting  for  Costs  and  Initial  Rental  Operations  of  Real  Estate
     Projects",  to state  that SOP  04-2  provides  the  relevant  guidance  on
     accounting for incidental  operations and costs related to the sale of real
     estate  time-sharing  transactions.  SFAS No.  152 is  effective  for years
     beginning  after June 15, 2005,  with  restatements  of  previously  issued
     financial  statements  prohibited.  This statement is not applicable to the
     Company.

     In December  2004, the FASB issued SFAS No.  153,"Exchanges  of Nonmonetary
     Assets,"  an  amendment  to  Opinion  No.  29,"Accounting  for  Nonmonetary
     Transactions".  Statement No. 153  eliminates  certain  differences  in the
     guidance  in  Opinion  No. 29 as  compared  to the  guidance  contained  in
     standards  issued by the  International  Accounting  Standards  Board.  The
     amendment  to  Opinion  No. 29  eliminates  the fair  value  exception  for
     nonmonetary  exchanges of similar  productive assets and replaces it with a
     general  exception  for  exchanges of  nonmonetary  assets that do not have
     commercial  substance.  Such an exchange  has  commercial  substance if the
     future cash flows of the entity are expected to change  significantly  as a
     result of the  exchange.  SFAS No. 153 is effective for  nonmonetary  asset
     exchanges  occurring  in periods  beginning  after June 15,  2005.  Earlier
     application  is permitted  for  nonmonetary  asset  exchanges  occurring in
     periods  beginning  after  December  16, 2004.  Management  does not expect
     adoption  of  SFAS  No.  153 to have a  material  impact  on the  Company's
     financial statements.

     In December  2004, the FASB issued SFAS No.  123(R),"Share-Based  Payment".
     SFAS 123(R) amends SFAS No. 123,"Accountung for Stock-Based  Compensation",
     and APB  Opinion  25,"Accounting  for  Stock  Issued  to  Employees."  SFAS
     No.123(R)  requires  that  the  cost of  share-based  payment  transactions
     (including  those with  employees and  non-employees)  be recognized in the
     financial  statements.  SFAS No. 123(R) applies to all share-based  payment
     transactions  in which an entity  acquires goods or services by issuing (or
     offering to issue) its shares,  share options,  or other equity instruments
     (except  for  those  held by an ESOP) or by  incurring  liabilities  (1) in
     amounts  based (even in part) on the price of the entity's  shares or other
     equity instruments,  or (2) that require (or may require) settlement by the
     issuance of an entity's shares or other equity instruments.  This statement
     is effective  (1) for public  companies  qualifying  as SEC small  business
     issuers,  as of the first  interim  period or fiscal year  beginning  after
     December 15, 2005, or (2) for all other public  companies,  as of the first
     interim period or fiscal year beginning after June 15, 2005, or (3) for all
     nonpublic entities, as of the

                                       7
<PAGE>
     first  fiscal  year  beginning  after  December  15,  2005.  Management  is
     currently  assessing  the  effect  of  SFAS  No.  123(R)  on the  Company's
     financial statements.

     In May 2005, the FASB issued  Statement of Accounting  Standards (SFAS) No.
     154,  "Accounting Changes and Error Corrections" an amendment to Accounting
     Principles  Bulletin (APB) Opinion No. 20, "Accounting  Changes",  and SFAS
     No. 3,  "Reporting  Accounting  Changes  in Interim  Financial  Statements"
     though SFAS No. 154 carries forward the guidance in APB No. 20 and SFAS No.
     3 with respect to accounting for changes in estimates, changes in reporting
     entity,  and the  correction  of  errors.  SFAS  No.  154  establishes  new
     standards on accounting for changes in accounting  principles,  whereby all
     such changes  must be accounted  for by  retrospective  application  to the
     financial  statements of prior periods unless it is impracticable to do so.
     SFAS No. 154 is effective for accounting changes and error corrections made
     in fiscal years  beginning  after  December 15, 2005,  with early  adoption
     permitted for changes and  corrections  made in years  beginning  after May
     2005.

3.   DEBT OBLIGATIONS

     On May 25, 2005, the Company  entered into a two-year  agreement with a new
     lender to provide a revolving  credit line (the  "Revolver")  and term note
     (the "Term Note") of up to $1,000,000 collateralized by accounts receivable
     and certain  fixed assets  (collectively  referred to herein as the "Credit
     Facility").  Advances  under the Revolver are based on 80% of each eligible
     receivable,  as defined.  Borrowings  under the Revolver and Term Note bear
     interest at the prime rate,  plus 2%. The Credit Facility also provides for
     payment of a monthly  collateral  management  fee equal to 20 basis  points
     (0.02%)  on  the  average  daily  outstanding  balances  under  the  Credit
     Facility. In addition, the Credit Facility provides for an annual fee equal
     to 1% of the capital availability  amount, as defined,  upon closing and on
     each anniversary of the closing date. The Company incurred loan and closing
     costs of $26,785 in connection  with the  negotiation  and execution of the
     Credit Facility which is being amortized over the loan term of 24 months.

     On May 27, 2005, the Company  borrowed a total of $805,218 under the Credit
     Facility to pay off amounts  owed under the  Company's  bank line of credit
     (the "Bank Line of Credit") of $654,184  and bank term loan (the "Bank Term
     Loan") of $151,034, both of which were due on or before May 31, 2005. As of
     September 30, 2005 total borrowings  outstanding  under the Credit Facility
     amounted to $162,023 all of which was outstanding  under the Term Note. The
     Company has $837,977 of borrowing availability under the Credit Facility as
     of September 30, 2005.

     The terms and conditions of the Credit Facility included limited guarantees
     from  three  executive  officers  and  one  director  of  the  Company.  In
     connection  with  providing  such  limited  guarantees  to the lender,  the
     guarantors  were issued an  aggregate  of 260,000  shares of the  Company's
     common  stock,  of which an  aggregate  of 196,000 are being  issued to the
     executive  officers,  and  64,000  shares  to  one  outside  director.  The
     guarantors  have each entered into an agreement  with the Company to return
     the shares that they received in consideration  of their limited  guarantee
     in the event the  guarantor  on his own  volition  breaches  (other  than a
     breach that is cured within the terms of the limited  guarantee  agreement)
     or terminates his own respective limited guarantee, prior to the payment in
     full of the Company's  obligations  to the lender or the voluntary  release
     from the limited  guarantees by the lender.  The Company recorded  deferred
     compensation  costs of $104,000 in  connection  with the issuance of common
     stock for the limited guarantees,  which is being amortized to compensation
     expense over the guarantee period of 24 months.

     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, 2005 our outstanding  restructured debt and lease obligations  amounted
     to  $339,798  and  $92,978,  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,
     2005 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  incurred net interest  expense of $102,108 and $87,851 for the
     nine months ended September 30, 2005 and 2004, respectively.

                                       8
<PAGE>
4.   LEGAL MATTERS

     Byong Y.  Kwon,  Plaintiff  against  Daniel J. Yun,  Emergent  Group  Inc.,
     Emergent Capital Investment  Management,  LLC,  Metedeconk  Holdings,  LLC,
     Voyager  Advisors,  LLC,  Millennium  Tradition  Limited (f/k/a  Millennium
     Heritage,  Limited),  Emergent Management Company, LLC, Endurance Advisors,
     Limited,  SK Networks Co., Ltd. (f/k/a SK Global Co., Ltd.),  Hye Min Kang,
     John Does 1-2 and Richard Roes 1-2 (collectively the "Defendants").

     Plaintiff's  complaint  against  the  Defendants  named  above  is a  civil
     lawsuit,  which was signed by the clerk on February 2, 2005. This action is
     brought in the United States District Court,  Southern District of New York
     by Plaintiff against the Company, a former director,  Daniel Yun, and other
     parties  to  recover   money   damages   for   alleged   fraud,   negligent
     misrepresentations  and aiding and abetting  fraud.  The Amended  Complaint
     alleges that the factual  basis  involving  the action  against the Company
     involves alleged false  representations to Plaintiff to induce him to leave
     his then  employment  in 2001 and accept the  Company's  and another  named
     Defendant's  alleged  offer of  employment.  Plaintiff  seeks  compensatory
     damages and punitive damages each in the amount of not less than $2,100,000
     together  with  interest  thereon,  reasonable  attorneys'  fees and  other
     specific relief against  Defendants other than the Company.  Management has
     denied the  Plaintiff's  allegations  against  the  Company  and intends to
     vigorously  defend this  lawsuit.  During the quarter  ended  September 30,
     2005, there were no material developments in this matter.

5.   RELATED PARTY TRANSACTIONS

     Transactions with BJH Management
     --------------------------------
     The Company's  Chairman and Chief Executive  Officer  maintains his primary
     office in New York. In this regard,  the Company reimbursed BJH Management,
     LLC, a company owned by the Company's Chairman and Chief Executive Officer,
     for office rent and related  expenses  totaling $25,432 and $22,793 for the
     nine months ended September 30, 2005 and 2004, respectively.

     In May 2005,  the Company  agreed with  Messrs.  Haber and Buther to extend
     their respective  employment  agreements until June 30, 2006. Further, each
     amended  agreement  states that on or before June 1 of each year  following
     June 30, 2005, the Company must offer to extend the  respective  employment
     agreements of Messrs.  Haber and Buther for a period of one additional year
     on  terms  no less  favorable  than the  existing  terms  of their  current
     respective  employment  agreements  unless  they have been  released by the
     applicable  institutional  lender(s)  from all personal  guarantees  of the
     Company's  loans or the Company has  retired all  outstanding  indebtedness
     owed to such lender(s).




                                       9
<PAGE>
6.   ISSUANCE OF STOCK OPTIONS

     During March 2005 the Company issued to employees stock options to purchase
     73,000  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 and
     generally  vest in equal  installments  over five  consecutive  years.  The
     options were valued using the Black  Schoels Model  assuming  volatility of
     150% and a risk free interest rate of 3.5%.  The total value of the options
     was  determined  to be $26,831.  In  addition,  during  September  2005 the
     Company issued to a new board member  options to purchase  15,000 shares of
     common stock under the 2002 Stock Option Plan.  Such options have a 10-year
     term and are  immediately  exercisable at $.40 per share.  The options were
     valued using the Black Schoels Model assuming volatility of 150% and a risk
     free interest rate of 3.5%.  The value of the options was  determined to be
     $9,146.


7.   LIMITED LIABILITY COMPANIES:

     In September  2005, PRI Medical  completed the formation of two new limited
     liability  companies,  which will  provide  surgical  laser and  technician
     services to  hospitals  and  physicians.  The limited  liability  companies
     raised a total of $200,000 in capital from third party members,  which will
     be used to fund their  initial  operations  as well as to  provide  for the
     required  down  payments on two  surgical  lasers.  The  limited  liability
     companies  will  commence  operations  in  October  2005.  On behalf of the
     limited liability  companies,  in September 2005, PRI Medical purchased and
     subsequently resold two medical lasers to such limited liability companies.
     As discussed herein,  these limited liability companies are included in the
     accompanying   condensed   consolidated   financial   statements   and  all
     significant intercompany transactions have been eliminated.

8.   SUBSEQUENT EVENT:

     On November 11, 2005 PRI Medical  entered into an agreement  with Advantage
     Medical Services, LLC ("Seller") to acquire certain operating assets of the
     Seller  including  laser  equipment,   vehicles,  and  customer  lists.  In
     addition, the Seller and certain of its principals entered into a five year
     non-compete agreement with PRI Medical. The purchase agreement provides for
     the  assumption of certain  equipment  lease  obligations  in the amount of
     approximately $320,000,  issuance of 324,000 shares of the Company's common
     stock,  and  cash  consideration  of  $475,000.  With  regard  to the  cash
     consideration,  PRI Medical paid $100,000 in cash to the Seller on November
     14,  2005 with the balance of  $375,000  payable in eight  equal  quarterly
     installments from the closing date. The common stock and cash consideration
     may be  reduced  if certain  net  service  revenues,  as  defined,  are not
     achieved during the 12-month  period  following the closing date. The total
     purchase price will be allocated to the assets acquired and to goodwill.

                                       10
<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Forward-Looking Statements

The  information  contained  in this Form  10-QSB/A 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, 2004 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
effectively  integrate new and changing medical technologies into to its product
and  service  offerings,  (d) the  Company's  ability  to  meet  the  terms  and
conditions of its debt and lease obligations, and (e) 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., its wholly owned and only operating subsidiary. PRI Medical
Technologies,  Inc.  primarily  conducted its business  through its wholly owned
subsidiary  Physiologic  Reps  ("PRI")  until  March  2005 at which time PRI was
merged into PRI Medical  Technologies,  Inc. ("PRI  Medical").  Emergent and PRI
Medical are referred to  collectively  hereinafter as the "Company." PRI Medical
provides mobile laser/surgical  services,  along with technical support on a per
procedure  basis to hospitals,  out-patient  surgery  centers,  and  physicians'
offices.

Critical Accounting Policies

Our discussion and analysis of our financial condition 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,   inventory   valuation   and  property  and   equipment.   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.

                                       11
<PAGE>
Inventory  Valuation.  We are  required to make  judgments  based on  historical
experience and future expectations as to the realizability of our inventory.  We
make these assessments based on the following  factors:  (a) existing orders and
usage, (b) age of the inventory, and (c) historical experience.

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

Results of Operations

The following table sets forth certain selected unaudited condensed consolidated
statement  of  operations  data for the  periods  indicated  in dollars and as a
percentage of total 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,
                                            ------------------------------       -------------------------------
                                                2005       %      2004       %        2005       %      2004       %
                                            -------------  --  -----------  --   -------------  --  ------------  --
                                                                         (unaudited)
<S>                                         <C>           <C>  <C>          <C>   <C>           <C>  <C>          <C>
Revenue                                     $  3,181,811  100% $ 2,726,605  100%  $  9,052,744  100% $ 8,215,922  100%
Cost of goods sold                             1,965,207   62%   1,898,924   70%     5,865,060   65%   5,731,451   70%
                                            -------------  --  ------------  --  -------------   --  ------------  --
Gross profit                                   1,216,604   38%     827,681   30%     3,187,684   35%   2,484,471   30%
Selling, general, and administrative expenses    797,598   25%     746,283   27%     2,469,660   27%   2,319,649   28%
                                            -------------  --  ------------  --  -------------   --  ------------  --
Income from operations                           419,006   13%      81,398    3%       718,024    8%     164,822    2%
Other income (expense)                            (1,232)   0%     (26,118)  -1%         8,937    0%      23,037    0%
                                            -------------  --  ------------      ------------    --  ------------  --

Income before provision for income
    taxes and minority interest                  417,774   13%      55,280    2%       726,961    8%     187,859    2%
Provision for income taxes                             -    0%           -    0%             -    0%           -    0%
                                            -------------  --  ------------  --  -------------   --  ------------  --

Net income before minority interest              417,774   13%      55,280    2%       726,961    8%     187,859    2%

Minority interest in income of consolidated
    limited liability companies                  (16,447)  -1%     (33,733)  -1%       (95,077)  -1%    (116,063)  -1%
                                            -------------  --  ------------  --- -------------   --  ------------  ---
Net income                                  $    401,327   13% $    21,547    1% $     631,884    7% $    71,796    1%
                                            =============  ==  ============  ==  =============   ==  ============  ==
</TABLE>
Comparison of the Three Months Ended September 30, 2005 to September 30, 2004

We generated  revenues of $3,181,811 in 2005 compared to $2,726,605 in 2004. The
increase in revenues of $455,206 in 2005  compared to 2004 is primarily  related
to an increase in revenues from our surgical  procedures and to price  increases
implemented  in late 2004 and  early  2005 for  various  surgical  and  cosmetic
procedures.  Total  revenues  from  surgical and cosmetic  procedures  comprised
approximately 91% and 9%,  respectively,  of total revenues for 2005 and 88% and
12% for 2004, respectively.

Cost of  goods  sold was  $1,965,207  or 62% of  revenues  in 2005  compared  to
$1,898,924  or 70% of revenues in 2004.  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
technician  services.  The overall  increase in cost of goods sold of $66,283 in
2005 is related to an increase in the cost of disposables  related to the number
of surgical procedures performed in 2005 which required higher priced disposable
items offset by a decrease in depreciation  and amortization  expense.  Overall,
other cost of goods sold cost categories  remained  relatively flat from quarter
to quarter.  The cost of disposables  used for certain  surgical  procedures are
higher in terms of absolute  dollars than those used other surgical  procedures.
The total disposable costs related to surgical  procedures will vary from period
to period depending on the mix of procedures performed.

                                       12
<PAGE>
Gross margin was  $1,216,604 in 2005 or 38% of revenues  compared to $827,681 in
2004 or 30% 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 improvement
in gross  margin  during 2005 is related to the mix of services  provided by the
Company,  price  increases  implemented in late 2004 and early 2005, and to cost
control  efforts.  These  factors,  among  others,  resulted in the  increase of
approximately 8% in our gross margin rate in 2005 compared to 2004.

Selling,  general, and administrative  expenses were $797,598 or 25% of revenues
in 2005  compared to $746,283  or 27% of  revenues in 2004.  Such costs  include
payroll and related  expenses,  insurance  and rents.  The  increase in selling,
general and  administrative  expenses of $51,315 in 2005 is primarily related to
increases  in selling  payroll and  commissions  and to  incentive  compensation
expense.

Other  expense was  ($1,232)  in 2005  compared to  ($26,118)  in 2004.  The net
decrease in other expense of $24,886 is primarily related to the fact that other
income (expense) for 2004 included a nonrecurring  gain of $85,000 from the sale
of  investment  in common  stock of an unrelated  entity,  while no such gain is
included in other income for 2005.

The  minority  interest in income of limited  liability  companies of $16,447 in
2005 and $33,733 in 2004 relates to the  consolidation of such entities in which
we hold equity  investment  interests.  As of  September  30, 2005 and 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.

Net income was $401,327 in 2005  compared to $21,547 in 2004.  No provision  for
income  taxes is provided  for in 2005 and 2004 due to the  availability  of net
operating loss carryforwards.

Comparison of the Nine Months Ended September 30, 2005 to September 30, 2004

We generated  revenues of $9,052,744 in 2005 compared to $8,215,922 in 2004. The
increase in revenues of $836,822 in 2005  compared to 2004 is primarily  related
to an overall  increase in revenues  from our surgical  procedures  and to price
increases  implemented  in late 2004 and early  2005 for  various  surgical  and
cosmetic  procedures.  Revenues  from surgical and cosmetic  services  comprised
approximately 89% and 11%, respectively,  of total revenues for 2005 compared to
88% and 12% for 2004, respectively.

Cost of  goods  sold was  $5,865,060  or 65% of  revenues  in 2005  compared  to
$5,731,451  or 70% of revenues in 2004.  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
technician  services.  The overall increase in cost of goods sold of $133,609 in
2005 is primarily due to an increase in disposable  costs related to an increase
in the number of surgical  procedures  performed  which  required  higher priced
disposable  items. The cost of disposables used for certain surgical  procedures
are  higher  in terms  of  absolute  dollars  than  those  used  other  surgical
procedures.  The total disposable costs related to surgical procedures will vary
depending on the mix of procedures performed.

Gross margin was $3,187,684 in 2005 or 35% of revenues compared to $2,484,471 in
2004 or 30% 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 improvement
in gross  margin  during 2005 is related to the mix of services  provided by the
Company,  price  increases  implemented in late 2004 and early 2005, and to cost
control  efforts.  These  factors,  among  others,  resulted in the  increase of
approximately 5% in our gross margin rate in 2005 compared to 2004.

Selling, general, and administrative expenses were $2,469,660 or 27% of revenues
in 2005 compared to  $2,319,649  or 28% of revenues in 2004.  Such costs include
payroll and related  expenses,  insurance and rents. The increase of $150,011 in
selling,  general  and  administrative  expenses  in  2005  compared  to 2004 is
primarily  related to  increases  in selling  payroll  and  commissions,  and to
incentive compensation expense.

Other income was $8,937 in 2005 compared to $23,037 in 2004. The net decrease in
other income of $14,100 is  primarily  related to the fact that other income for
2004 included a nonrecurring gain of $85,000 from the sale of

                                       13
<PAGE>
investment  in  common  stock of an  unrelated  entity,  while  no such  gain is
included in other income for 2005. In addition, other income for 2005 includes a
gain of $51,002 from the  disposition  of property and  equipment  compared to a
loss of $3,218 from such activities in 2004.

The  minority  interest in income of limited  liability  companies of $95,077 in
2005 and $116,063 in 2004 relates to the consolidation of such entities in which
we hold equity  investment  interests.  As of  September  30, 2005 and 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.

Net income was $631,884 in 2005  compared to $71,796 in 2004.  No provision  for
income  taxes is provided  for in 2005 and 2004 due to the  availability  of net
operating loss carryforwards.

Liquidity and Capital Resources

On May 25, 2005, the Company entered into a two-year agreement with a new lender
to provide a  revolving  credit line (the  "Revolver")  and term note (the "Term
Note") of up to $1,000,000  collateralized  by accounts  receivable  and certain
fixed  assets  (collectively  referred  to  herein  as the  "Credit  Facility").
Advances  under  the  Revolver  are  based on 80% of  eligible  receivables,  as
defined.  Borrowings under the Revolver and Term Note bear interest at the prime
rate,  plus 2%. The  Credit  Facility  also  provides  for  payment of a monthly
collateral  management fee equal to 20 basis points (0.02%) on the average daily
outstanding balances under the Credit Facility. In addition, the Credit Facility
provides for an annual fee equal to 1% of the capital  availability  amount,  as
defined,  upon closing and on each  anniversary of the closing date. The Company
incurred loan and closing costs of $26,785 in  connection  with the  negotiation
and execution of the Credit Facility which is being amortized over the loan term
of 24 months.

On May 27,  2005,  the  Company  borrowed a total of  $805,218  under the Credit
Facility to pay off amounts  owed under the  Company's  bank line of credit (the
"Bank Line of Credit") of $654,184  and bank term loan (the "Bank Term Loan") of
$151,034,  both of which were due on or before May 31, 2005. As of September 30,
2005 total borrowings outstanding under the Credit Facility amounted to $162,023
all of which was  outstanding  under the Term Note.  The Company has $837,977 of
borrowing availability under the Credit Facility as of September 30, 2005.

The terms and conditions of the Credit Facility included limited guarantees from
three  executive  officers and one director of the Company.  In connection  with
providing such limited  guarantees to the lender,  the guarantors were issued an
aggregate of 260,000 shares of the Company's common stock, of which an aggregate
of 196,000  were  issued to the  executive  officers,  and 64,000  shares to one
director. The guarantors have each entered into an agreement with the Company to
return the shares that they received in consideration of their limited guarantee
in the event the  guarantor  on his own volition  breaches  (other than a breach
that is cured within the terms of the limited guarantee agreement) or terminates
his own  respective  limited  guarantee,  prior  to the  payment  in full of the
Company's  obligations  to the lender or the voluntary  release from the limited
guarantees by the lender.  The Company recorded deferred  compensation  costs of
$104,000  in  connection  with the  issuance  of common  stock  for the  limited
guarantees,  which is being amortized to compensation expense over the guarantee
period of 24 months.

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,  2005  our  outstanding
restructured  debt and lease  obligations  amounted  to  $339,798  and  $92,978,
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, 2005 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.

In  September  2005,  PRI Medical  completed  the  formation  of two new limited
liability  companies,  which will provide surgical laser and technician services
to hospitals and physicians.  The limited liability  companies raised a total of
$200,000 in capital from third party  members,  which will be used to fund their
initial  operations  as well as to provide for the required down payments on two
surgical lasers. The limited liability companies will

                                       14
<PAGE>
commence  operations  in  October  2005.  On  behalf  of the  limited  liability
companies,  in September 2005, PRI Medical purchased and subsequently resold two
medical lasers to such limited liability  companies.  As discussed herein, these
limited  liability   companies  are  included  in  the  accompanying   condensed
consolidated financial statements and all significant intercompany  transactions
have been eliminated.

On November 11, 2005 the PRI Medical  entered into an agreement  with  Advantage
Medical  Services,  LLC ("Seller") to acquire  certain  operating  assets of the
Seller including laser equipment, vehicles, and customer lists. In addition, the
Seller  and  certain  of its  principals  entered  into a five year  non-compete
agreement with PRI Medical.  The purchase  agreement provides for the assumption
of certain equipment lease obligations in the amount of approximately  $320,000,
issuance of 324,000 shares of the Company's common stock, and cash consideration
of $475,000. With regard to the cash consideration, PRI Medical paid $100,000 to
the Seller on November  14,  2005 with the balance of $375,000  payable in eight
equal  quarterly  installments  from the closing date. The common stock and cash
consideration  may be reduced if certain net service revenues,  as defined,  are
not achieved  during the 12-month  period  following the closing date. The total
purchase price will be allocated to the assets acquired and to goodwill.

The Company had cash and cash  equivalents  of $603,644 at  September  30, 2005.
Cash provided by operating  activities  for the nine months ended  September 30,
2005 was  $2,038,859.  Cash  generated  from  operations  includes net income of
$631,884,  depreciation and amortization of $801,568,  minority  interest in net
income of $95,077 and an increase  in accounts  payable and accrued  expenses of
$760,918;  offset by an  increase  in accounts  receivable  of  $185,898  and an
increase in prepaid expenses of $39,101.  Cash used in investing  activities was
$721,362  related to the purchase of property and  equipment of $834,875,  which
includes  $650,000  purchased  on  behalf  of  consolidated   limited  liability
companies, and to cash distributions of $146,239 to limited liability companies,
offset by net proceeds of $59,752 from the disposition of property and equipment
and capital  contributions of $200,000 from members in two new limited liability
companies. Cash used for financing activities was $1,065,448 from net repayments
of $650,000 on our revolving line of credit,  borrowings of $190,000 under notes
payable,  payments  on lease and debt  obligations  of  $210,009  and  $368,654,
respectively, and payment of loan costs of $26,785.

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  $151,554  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.

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,  and 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-15(e).  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.  The Company carried out an
evaluation,  under the supervision and with the  participation  of the Company's
management,  including the Company's Chief  Executive  Officer and the Company's
Chief Financial Officer, of the

                                       15
<PAGE>
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures.  Based on the foregoing,  the Company's Chief Executive  Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures  were effective at the reasonable  assurance  level at the end of our
most  recent  quarter.  There have been no changes in the  Company's  disclosure
controls and  procedures  or in other  factors that could affect the  disclosure
controls subsequent to the date the Company completed its evaluation.

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings
        -----------------

        See note 4 to  Notes  to  Condensed  Consolidated  Financial  Statements
        included herein for a description of legal matters.

                                       16
<PAGE>
Item 2. Changes in Securities
        ---------------------

  (a)   In the third  quarter  ended  September  30, 2005 there were no sales of
        unregistered securities, except that the Company issued ten-year options
        to a director of the Company to purchase  15,000  common shares at $0.40
        per share. No commissions  were paid and the issuance of the options was
        exempt under Section 4(2) of the Securities Act of 1933, as amended.

  (b)   Rule 463 of the Securities Act is not applicable to the Company.

  (c)   In the third quarter ended  September 30, 2005 there were no repurchases
        by the Company of its Common Stock.


Item 3. Defaults Upon Senior Securities
        -------------------------------

        None.


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

        In the third  quarter  ended  September  30,  2005 there were no matters
        submitted to a vote of security holders.


Item 5. Other Information
        -----------------

        On  November  2, 2005 the  Company's  Board of  Directors  approved  the
        issuance of an aggregate of 105,000 shares of restricted common stock to
        certain  officers and directors of the Company,  subject to,  forfeiture
        and vesting provisions.


Item 6. Exhibits
        --------

        Except for the exhibits listed below,  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
--------------------------------------------

10.1    Accounts  Receivable  Purchase  Agreement  executed  May 25, 2005 by and
        among Access Capital, EGI and EGI's wholly-owned subsidiary, PRI Medical
        Technologies, Inc.*
10.2    May 2005 Letter  Agreement by and among EGI and the limited  guarantors,
        Bruce J. Haber, Mark Waldron, William M. McKay and Louis Buther*
10.3    May 2005 Amendment to Employment Contract of Bruce Haber*
10.4    May 2005 Amendment of Employment Contract of Louis Buther*
10.5    Asset Purchase Agreement - Advantage Medical Services LLC dated November
        11, 2005.**
11.1    Statement  re:   computation  of  earnings  per  share.   See  condensed
        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 18 U.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 18 U.S.C.  Section
        1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
        2002**
        ------------------------
        * Previously filed with Form 8-K on June 2, 2005.
        ** Filed herewith.

                                       17
<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: May 15, 2008                      By: /s/ Bruce J. Haber
                                            ------------------
                                            Bruce J. Haber,
                                            Chairman and Chief Executive Officer



Date: May 15, 2008                     By:  /s/ William M. McKay
                                            --------------------
                                            William M. McKay,
                                            Chief Financial Officer

                                       18