SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2000

                         Commission file number 0-21475

                               Emergent Group Inc.
             (Exact name of registrant as specified in its charter)

               Nevada                                        93-1215401
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                        Identification No.)

                                 375 Park Avenue
                            New York, New York 10152
                    (Address of principal executive offices)

Registrant's telephone number, including area code: (212) 813-9700

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 Par Value
                                (Title of class)

      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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.|X|

      The aggregate market value of the common equity held by non-affiliates of
the registrant as of February 28, 2001 was approximately $_____ million.

      The number of shares of the registrant's common stock outstanding as of
February 28, 2001 was 44,173,280.

<PAGE>

                           FORWARD-LOOKING STATEMENTS

      We believe this annual report contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are subject to risks and uncertainties and are based on the beliefs
and assumptions of our management, based on information currently available to
our management. When we use words such as "believes," "expects," "anticipates,"
"intends," "plans," "estimates," "should," "likely" or similar expressions, we
are making forward-looking statements. Forward-looking statements include the
information concerning our possible or assumed future results of operations set
forth under "Business" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

      Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. Our future results and stockholder values
may differ materially from those expressed in the forward-looking statements.
Many of the factors that will determine these results and values are beyond our
ability to control or predict. Stockholders are cautioned not to put undue
reliance on any forward-looking statements. For those statements, we claim the
protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.

      For a discussion of some of the factors that may cause actual results to
differ materially from those suggested by the forward-looking statements, please
read carefully the information under "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Risk Factors." In addition to the
Risk Factors and other important factors discussed elsewhere in this annual
report, you should understand that other risks and uncertainties and our public
announcements and SEC filings could affect our future results and could cause
results to differ materially from those suggested by the forward-looking
statements.

                                     PART I

Item 1. Business

      We are a merchant banking firm whose targeted client base is the emerging
growth and small to mid-capitalization company--a company with an enterprise
value of $10.0 million to $250.0 million. The term "enterprise value" in this
context means the value we place on the client company on a post-transaction
basis in determining the price of securities to be sold and the percentage of
the client company represented by those securities in a proposed transaction.

      Merchant banks are essentially in the business of finding opportunities
and sources of funding and, with investors' money and their own capital,
financing growth and facilitating transactions for, and among their clients. The
distinguishing characteristics of a merchant bank are that it commits its own
capital, or the capital of its principals, to a transaction, either in the form
of debt, typically short-term bridge financing, or equity, and that it generally
receives an equity position in the client company as part or all of the
compensation for its services.

      Our principal executive offices are located 375 Park Avenue, New York, New
York 10152 and our telephone number is (212) 813-9700.

Recent Developments

      o     On August 31, 2000, when we were still known as Dynamic
            International, Ltd., we issued an aggregate of 39,755,178 shares of
            our common stock, representing 90% of our equity immediately
            subsequent to such issuance, to the several members of Emergent
            Ventures, LLC, a Delaware limited liability company formed in March
            2000 that was engaged in the business of acquiring equity interests
            in companies engaged in information technology, health care and
            medical technology companies, in exchange for all of the then
            outstanding membership interests in Emergent Ventures.

      Upon consummation of this transaction, we became the owner of all of the
outstanding equity of Emergent Ventures, and Emergent Venture's management
became the collective beneficial owners of approximately 51% of our equity and
its designees then constituted a majority of the members of our board of
directors, thereby effecting a change in our control.

<PAGE>

      Immediately prior to this transaction, we transferred all of our assets,
which related to the design, marketing and sale of sports and exercise
equipment, to a newly-formed corporation that was controlled by Marton Grossman,
one of our directors and, prior to such transaction, one of our principal
shareholders.

      o     On November 6, 2000, we changed our name to "Emergent Group Inc."

      o     On January 23, 2001, we entered into an agreement and plan of merger
            and reorganization among ourselves, Medical Resources Management,
            Inc. and MRM Acquisition Inc., our wholly-owned subsidiary, which
            calls for the merger of Acquisition with and into MRM and the
            exchange of each outstanding share of MRM common stock for 0.37
            shares of our common stock. Depending upon the price of our common
            stock during the 10 trading days immediately preceding the closing
            of the merger, the exchange ratio may increase to a maximum of 0.60
            shares of our common stock for each share of MRM's common stock.

      MRM (OTC Bulletin Board: MRMC) provides medical equipment solutions in the
areas of laser surgery, cryosurgery, brachytherapy and other capital-intensive
medical technologies to health care facilities and physicians. In addition to
offering medical equipment and certified technician services on a per procedure
basis, MRM provides extensive training and support services to health care
professionals.

      Consummation of this merger is subject, among other conditions, to the
approval of MRM's shareholders. If and when this transaction is consummated, MRM
will become our wholly-owned subsidiary.

Merchant Banking

      Merchant banking is the process of acting as principal and agent in a
financing, merger or acquisition, or of merely acting as principal in one of
these transactions. Merchant banks are financial intermediaries. They are like
banks in that they commit their own capital for the medium to long term. But
unlike banks, they do not take deposits from the general public. They perform
many of the same services performed by investment banks, but generally do not
underwrite securities and distribute them to the public. Merchant banks are
essentially in the business of finding opportunities and sources of funding and,
with investors' money and their own capital, financing growth or facilitating
transactions for their clients. The distinguishing characteristics of a merchant
bank are that it commits its own capital, or the capital of its principals to a
transaction, either in the form of debt (such as short-term bridge financing) or
equity, and that it generally receives an equity position in the client company
as part or all of the compensation for its services. A merchant bank also often
acts as agent by putting in place the permanent debt or equity financing
provided by others.

Targeted Market

      The targeted market for our services is the emerging growth and small to
mid-capitalization company with an enterprise value of from $10.0 million to
$250.0 million. Our management believes that this business sector is
under-served by traditional investment banking firms, because either the sizes
of the transactions are too small to interest traditional investment banking
firms or the companies involved are not mature enough for an initial public
offering. At the same time, the size of these businesses is such that their
in-house financial planning capabilities are limited and can more efficiently be
outsourced. Our plan is to develop a specialized high-quality financial services
firm to serve this market niche.

Collaborative Relationships

      In furtherance of our business strategy, we endeavor to promote
collaboration among our clients to help them gain significant cross-selling and
marketing benefits. We encourage and coordinate joint marketing activities where
certain of our clients can together offer comprehensive solutions in particular
markets, as well as facilitate the efforts of our clients to assist each other
in accessing their respective customer bases. We also promote the sharing of
information and expertise among our clients regarding technology, operational
issues, market opportunities and other strategic and business matters.


                                       3
<PAGE>

      We seek to capitalize on relationships of our executive officers and
directors, as well as those persons who have invested in certain of our
affiliates, to identify collaborative opportunities for our existing clients, as
well as prospective new clients.

Client Selection Criteria

      In evaluating each potential target client, our executive officers
consider all or a majority of the following criteria:

      o     Opportunity to acquire equity or operational and managerial control
            of the target;

      o     Experience and skill of management and availability of additional
            necessary personnel;

      o     Opportunity for joint marketing, cross-selling and sharing of
            business information and technical expertise with both existing and
            prospective clients;

      o     Growth potential of target and the industry in which it operates;

      o     Competitive position of the target;

      o     Stage of development of the target's product, process or service;

      o     Degree of current or potential market acceptance of the target's
            process or service;

      o     Proprietary features and degree of intellectual property or other
            protection of the target's product, process or service;

      o     Target's capital requirements;

      o     Regulatory environment of the industry in which the target operates;
            and

      o     Costs associated with effecting the acquisition.

Financing Activities

      We expect that our primary thrust will be assembling and providing
financing for our clients in the short to medium term and arranging equity
financing for the longer term. In the typical transaction, we will assist the
client in preparing its financial plan, recommend the type and terms of the
financial instruments to be sold to raise the proposed financing, assist in
preparing a business plan, offering memorandum or other disclosure document for
investors, identify potential investors (generally including primarily those
with which we have an ongoing relationship) and generally manage completion of
the financing. While our equity investment in a client may extend for several
years, we do not expect to remain permanent investors in the client. Investments
will be structured with a view toward an exit strategy both for us and for other
investors we bring to the transaction. In some cases we expect to make bridge
loans of a year or less in order to facilitate permanent financing through a
public offering or merger or acquisition.

Related Services

      In addition to direct investment in our clients, we intend to provide
clients on an "as needed" basis with:

      o     Advice in structuring capital-raising proposals to make them
            attractive to outside investors;

      o     Identification of possible merger, acquisition or joint venture
            candidates;

      o     Assistance in financial planning and cash flow analysis;


                                       4
<PAGE>

      o     Introductions to underwriters for public offerings and placement
            agents for private offerings that go beyond the client's financial
            capacity;

      o     Investor relations services, including introductions to potential
            marketmakers for the client's securities;

      o     Assistance in identifying and filling gaps in the client's
            management structure; and

      o     Rendering opinions as to the fairness of transactions where there
            may be an actual or potential conflict of interest among parties to
            a transaction or their managements.

Sources of Revenue

      Traditionally, merchant bankers have been compensated for their efforts
through equity participation in the client company, and we intend generally to
follow that model. Such equity participation may include a direct stock
interest, warrants to purchase additional shares (in addition to those taken by
outside investors), stock options or other similar derivative instruments. Where
appropriate, we may also receive a cash fee for services such as valuations,
fairness opinions or studies requested by the client. We may also receive
recurring consulting fees. Because our compensation will generally come through
appreciation in the equity that we receive, it is possible that we may
experience negative cash flow for an extended period of time. In addition,
because of our limited size, and because the time our compensation is converted
to cash is largely within the control of clients, we expect that our income and
cash flow will fluctuate substantially from year to year and will be hard to
predict.

Importance of Relationships

      Merchant banking generally, and our proposed business in particular, is
heavily dependent on maintaining ongoing relationships with one or more
institutional or other investors who invest with the merchant bank in financing
transactions structured by it. In our case, our principals are also principals
of our other affiliated companies. Historically, several other institutional
investors and a number of high net worth individuals have participated in
transactions structured by our principals. However, neither our affiliated
companies nor any of these other investors has made any commitment to
participate in our transactions, and their willingness to do so will depend
almost entirely on their continued confidence in our ability to select
candidates for financing that will generate attractive returns to them in the
future.

      Ongoing relationships with our merchant banking clients will also be
important to our plan of operations. Virtually all equity-oriented non-public
financing transactions require some "exit strategy" for the investor. Although
the exit strategy will often be an offering of securities to the general public,
it may also take the form of a sale of the client company or a similar
transaction. Accordingly, it is important to maintain a close relationship with
other businesses which may have an interest in transactions that could furnish
the investor with an exit from his investment. As a result, merchant banking
clients tend to be concentrated in a limited number of industries or market
segments.

      It is our intention, wherever possible, to follow the industry model and
maintain, at our option, at least one director on the board of each of our
clients as well as assuming an active role in recruiting key executives for the
client.

      Finally, since we do not expect to underwrite public offerings ourselves,
we will need to establish continuing relationships with investment banking firms
who are active in that business. While our principals have each been employed by
top tier investment banking firms, we do not have any pre-existing relationship
with any investment banking firms and none of these firms has extended any
commitment to underwrite proposed public offerings. We may bring them in the
future. Their willingness to do so will depend largely on our ability to develop
a track record of having brought attractive IPO candidates to them.

Industry Focus

      Information, like relationships, is an important element of the merchant
banking business. The merchant banker must know who the key players are in the
industries where it invests and provides services, both to identify


                                       5
<PAGE>

potential clients and assess the risk of investing in them, and to identify
opportunities for these clients including potential merger or joint venture
partners. For the smaller merchant bank, this means it must, as a practical
matter, concentrate geographically or by industry focus group or both.
Historically, our principals have concentrated their research efforts in the
technology sectors. We expect that this focus will continue for the near term
but that if and when we expand our operations, the industry scope of our
operations will also expand.

Transaction Size

      In most cases, we and/or our affiliates, will act as the lead investor,
with the balance of each transaction being syndicated to a limited number of
high net worth individuals and financial institutions.

Conflicts from the Merchant Banking Relationship

      The merchant banking relationship creates certain conflicts that cannot be
avoided. Since we will be advising our clients in structuring financing
transactions and will be investing our own funds and those of our principals in
those same transactions, we will often be "on both sides of the table." In
addition, since investment transactions are likely to concentrate in a limited
number of industries, overlapping board representation may create a recurring
potential for the misuse of information acquired from one client for the benefit
of another. In order to minimize such conflicts, we intend to regularly review
the composition of our client boards and request prompt information updates as
to additional companies that board members may be directing or advising. We
intend to seek advice regularly from unrelated third parties regarding
structuring transactions in which we will be taking a substantial interest.

Conflicts from Other Activities of Our Principals

      None of our executive officers will be devoting 100% of his or her time to
our business. Each will continue to act as executive officers of our other
affiliates.

      We have established a policy to address conflicts of interest that arise
between us and our directors, officers and affiliates and entities in which
these persons have an interest. Under this policy, we intend that any future
transactions between ourselves and these persons and entities will be on terms
no less favorable to us than can be obtained on an arm's-length basis from
unaffiliated third parties. Further, any of these transactions which we do not
consider to be in the ordinary course of business will be subject to approval by
the independent members of our board. However, this conflicts policy cannot
guarantee that every contract or other transaction involving a conflict of
interest will be on terms as favorable to us as would have existed in the
absence of the conflict of interest. Further, this policy cannot guarantee that
we will not enter into transactions which we would not otherwise have entered
into absent our relationship with the affiliated party.

Uncertain Impact of SEC Initiatives

      The SEC has adopted a number of changes to its rules and forms which are
designed to deter various fraudulent activities in the "micro-cap" market. The
targeted market of our services is substantially identical to that of companies
at which these initiatives are directed. These initiatives would, among other
things, prevent a company from issuing "free-trading" shares of its common stock
in small offerings that are not registered with the SEC unless certain
conditions are met. A company will be permitted to issue free-trading shares in
non-registered transactions of under $1 million only if it registers the
securities in at least one state which requires delivery of a disclosure
document to investors, and delivers that disclosure document to investors in all
states in which the securities are sold. State registration involves significant
increases in the costs of completing a small offering and also in the time to
complete the offering, since the state registration procedure requires the
company to wait for review and comments by the state securities examiner and
clearance of the document before the transaction can proceed. While it seems
clear that these initiatives will increase the costs of small issuers in raising
capital, we cannot predict what impact they will have on our business. If the
effect of high capital raising costs is to effectively shut out the small issuer
from a public market, those issuers may turn to other methods of raising capital
that do not require our services.


                                       6
<PAGE>

Government Regulations and Legal Uncertainties

      U.S. companies that have more than 100 shareholders or are publicly traded
in the U.S. and are, or hold themselves out to be, engaged primarily in the
business of investing, reinvesting or trading of securities are regulated under
the Investment Company Act of 1940. Although we believe that we are actively
engaged in business and are not an investment company, we will also rely on an
SEC rule that allows us to avoid investment company regulation so long as at
least 55% of our total assets are represented by, and at least 55% of our income
is derived from, majority-owned subsidiaries, primarily controlled companies and
other assets that meet the requirements of that rule. To maintain compliance
with this rule, we may be unable to sell assets which we would otherwise want to
sell and may need to sell assets which we would otherwise want to retain. In
addition, we may have to acquire additional income or loss generating assets
that we might not otherwise have acquired and may need to forego opportunities
to acquire interests in attractive companies that might be important to our
business strategy. In addition, because our clients may not be majority-owned
subsidiaries or primarily controlled companies either when we acquire interests
in them or at later dates, changes in the value of our interests in our clients
and the income/loss and revenue attributable to our clients could require us to
register as an investment company. Investment Company Act regulations are
inconsistent with our strategy of actively managing, operating and promoting
collaboration among our network of clients, and it is not feasible for us to
operate our business as a registered investment company. We believe that because
of the planned structure of our interests in our clients and our business
strategy, we will not be regulated under the Investment Company Act. However, we
cannot assure you that the structure of our client interests and our business
strategy will preclude regulation under the Investment Company Act, and we may
need to take specific actions which would not otherwise be in our best interests
to avoid such regulation.

      If we fall under the definition of an investment company, and are unable
to rely on an SEC rule that would allow us to avoid investment company
regulation so long as at least 55% of our total assets are represented by, and
at least 55% of our income is derived from, assets that meet the requirements of
that rule, we can rely on another SEC rule that would exempt us from the
requirement of registering as an investment company through August 2001.
Thereafter, we must either register under the Investment Company Act or seek an
administrative exemption from regulation under the Investment Company Act.

      If, despite our efforts, we were required to register as an investment
company, we would have to comply with substantive requirements under the
Investment Company Act applicable to registered investment companies. These
requirements include:

      o     limitations on our ability to borrow;

      o     limitations on our capital structure;

      o     restrictions on acquisitions of interests in associated companies;

      o     prohibitions on transactions with affiliates;

      o     restrictions on specific investments; and

      o     compliance with reporting, record keeping, voting, proxy disclosure
            and other rules and regulations.

      o     These rules and regulations would significantly change our
            operations and prevent us from executing our business model.

Trademarks

      In view of our limited operating history, trademarks are not significant
to our business.


                                       7
<PAGE>

Regulation

      Although our management believes that we are not required to register
under federal securities law as an investment company, an investment adviser, or
a broker-dealer, our business, and the securities industry generally, are
subject to extensive regulation at both the Federal and state levels. Failure to
comply with any of these laws, rules or regulations could result in fines,
suspension or expulsion, which could have a material and adverse effect upon our
business.

Competition

      We face competition from several sources. Our proposed services overlap
with many of the services provided by investment banks, by venture capitalists
and to a lesser degree by commercial banks. We expect to face strong competition
from each of these sources. Although we believe the small capitalization company
that is our target market is underserved by traditional investment banking
firms, there are many companies within that size range which will also be
targeted by investment banks. We believe this will primarily be the case in
industries that are especially popular with investors at a particular time. Many
traditional investment banks, venture capital firms and commercial banks that
will be competing with us have far greater capital than we have and many or most
of them are able to offer existing and potential clients broader research
capabilities, access to international markets and other services that we do not
offer. We believe that competition will be based primarily on responsiveness to
the client's timing and other requirements.

      In addition to traditional sources of capital and capital-raising
services, there appear to be an increasing number of smaller independent
financial consultants, investor relations consultants, finders and others who
may perform services similar to those we will be offering to our clients, and
these other businesses will also compete with us, though to a lesser degree than
the providers of traditional sources of capital.

      We also face competition from a rapidly increasing number of firms
offering on-line investment banking services, such as underwriters who attempt
to effect public offerings for emerging growth companies through the Internet.
In addition, as some corporate issuers try to sell their securities directly to
purchasers - including sales using the Internet - disintermediation (i.e.,
removal of the middleman in a transaction, including investment banking
transactions) may occur. As more and more corporate issuers and purchasers of
securities transact business without financial intermediaries like investment
bankers, our operating results could be adversely affected.

      We also expect to face direct competition from a group of specialty
securities firms and smaller investment banking boutiques that specialize in
providing services to emerging growth companies. This kind of competition could
adversely affect our operating results, as well as our ability to attract and
retain highly skilled individuals.

Employees

      As of December 31, 2001, we had 5 full-time employees. These employees are
not represented by any labor union, and we consider our relationship with our
employees to be good.


                                       8
<PAGE>

Item 2.

Properties

      Our principal offices are located in 2,000 square feet of leased office
space at 375 Park Avenue, New York, New York. This office space is leased by,
and shared with, one of our affiliated companies under a lease that expires in
May 2005.

      We believe our present facilities will be adequate for our reasonably
foreseeable needs.

Item 3. Legal Proceedings

      None

Item 4. Submission of Matters to a Vote of Security Holders

      None.


                                       9
<PAGE>

                                    PART II

Item 5. Market for Registrant's Common Stock and Related Stockholder Matters

      Our common stock is traded on the OTC Bulletin Board under the symbol
"EMGR." The following table sets forth the range of high and low closing prices
of our common stock for the periods indicated:

Quarters Ended                                         High            Low
                                                      ------          ----
March 31, 1999................................        $  .56          $.10
June 30, 1999.................................           .21           .07
September 30, 1999............................           .08           .05
December 31, 1999.............................           .05           .02
March 31, 2000................................        $  .56          $.02
June 30, 2000.................................           .39           .14
September 30, 2000............................          1.69           .14
December 31, 2000.............................          1.08           .31

      All quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commissions, and may not necessarily represent actual transactions.

      On February 28, 2001, there were ___ recordholders of our common stock,
although we believe that there are other persons who are beneficial owners of
our common stock held in street name.

Dividend Policy

      We have never paid any cash dividends and intend, for the foreseeable
future, to retain any future earnings for the development of our business. Our
future dividend policy will be determined by the Board of Directors on the basis
of various factors, including our results of operations, financial condition,
capital requirements and investment opportunities.


                                       10
<PAGE>

Item 6.

Selected Financial Data

                                                              For the period
                                                              from inception
                                                              (March 8, 2000)
                                                           to December 31, 2000
                                                           --------------------
      Revenues                                                 $         --

      Total revenue                                                      --

      Cost of sales                                                      --

      Gross profit                                                       --

      Operating expenses                                          3,738,499

             Total operating expenses                             3,738,499

      Loss before interest and income taxes                       3,738,499

      Interest (income)/expense                                    (128,284)

      Loss before tax expense                                    (3,610,215)

      Income tax expense                                                 --

             Net (Loss) income                                 $ (3,610,215)

      Net loss attributable to common stock holders            $ (3,610,215)

      Net loss per share                                       $      (0.09)

      Total assets                                             $  5,187,747

      Long-term obligations                                    $         --

      Cash dividends declared per common share                 $         --

      Weighted average common shares outstanding basic and
             diluted                                             41,557,789


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<PAGE>

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of
Operations

Overview

      Emergent Ventures LLC (the "Fund") was formed and commenced operations in
the State of Delaware on March 8, 2000. The company was formed to invest
primarily in global private equity investment opportunities in information
technology, health care and medical technology companies.

      Emergent Ventures, LLC's equity capitalization consisted of a contribution
of $1,173,125 in securities by Emergent Management Company, LLC (the "Manager"),
a Delaware limited liability company, for 58% of Emergent Ventures, LLC's equity
interest, and a contribution of $7,500,000 in cash by other members in return
for the remaining 42% of Emergent Ventures, LLC's equity interest. On August 31,
2000, the Fund consummated the transactions (the "Transfer") contemplated by an
Equity Transfer and Reorganization Agreement dated August 10, 2000 (the
"Transfer Agreement"), by and among Dynamic International, Ltd. ("Dynamic"),
certain of its shareholders, the Manager and the several holders of membership
interests in the Fund.

      Pursuant to the Transfer Agreement, the Fund contributed substantially all
of its assets to Dynamic in exchange for the issuance of approximately
39,000,000 shares of Dynamic's common stock to the members of the Fund. Dynamic
subsequently changed its name to Emergent Group Inc.

      On August 31, 2000, pursuant to and in accordance with the Transfer
Agreement, prior to the consummation of the Transfer, Dynamic transferred all of
the assets and liabilities (other than outstanding bank debt in the amount of
$250,000) to a wholly-owned corporation of Dynamic named Dynamic International
Inc. Dynamic International Inc. acquired the transferred assets, assumed the
remaining liabilities and indemnified Dynamic against any liabilities relating
to or arising out of the transferred assets and the assumed liabilities.

      For financial accounting purposes, the acquisition was accounted for as a
recapitalization by the Fund (as the accounting acquiror) with Dynamic (as the
accounting acquiree). After the Transfer, the former members of the Fund became
the beneficial owners of approximately 39,000,000 shares of Dynamic's common
stock, representing approximately a 90% interest in Dynamic. Each of the
directors of Dynamic immediately resigned prior to the consummation of the
Transfer. The principal interest holders of the Manager of the Fund were elected
as directors of Emergent and now comprise a majority of Emergent's directors,
and serve as Emergent's executive officers.

Results of Operations

      For the period ended December 31, 2000, we incurred a loss of
approximately $3,610,000. The loss resulted from expenses being incurred due to
an increase in operations and investing activities. The realized loss of
$710,000 on investments is attributable to the termination of business
operations by the Company with which the investment was made. The unrealized
loss of approximately $2,042,000 on investments is due to the general decline in
value of technology and Internet related companies.

      For the period ended December 31, 2000, the net loss per share of $(0.09),
was primarily a result from an increase in operations and investing activities.

Quarterly Results of Operations

      The following table sets forth unaudited quarterly financial data for the
periods indicated. We derived this data from unaudited financial statements, and
in the opinion of our management, they include all adjustments, which consist
primarily of normal recurring adjustments necessary to present fairly the
financial results for the periods. Results of operations for any previous period
do not necessarily indicate what results may be for any future period.


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<PAGE>

<TABLE>
<CAPTION>
                                                 June 30       September 30    December 31
                                               -----------     ------------    -----------
<S>                                            <C>             <C>             <C>
INCOME:
EXPENSES:
Professional fees                              $    34,115     $   101,078     $   321,066
Rent expense                                        27,832          65,224          48,918
Consulting fees                                     70,975          32,695           1,900
General and administrative fees                     20,832          27,751          41,428
Travel                                               3,078          43,603          39,369
Depreciation and amortization                       10,406          13,945          36,985
                                               -----------     ------------    -----------
     Total expenses                                167,238         284,296         489,666
Other income                                            --              --         128,284

REALIZED LOSS ON
INVESTMENTS                                                                        709,703

UNREALIZED DEPRECIATION ON
INVESTMENTS                                      2,456,663         661,564         267,722
                                               -----------     ------------    -----------
     Investment loss                             2,623,901         945,860       1,338,807
                                               ===========     ===========     ===========
LOSS PER SHARE DATA:
Basic and Diluted Loss                                0.59            0.05            0.03
Weighted Average Common Shares Outstanding       4,418,258      17,381,852      44,173,280
</TABLE>

Liquidity and Capital Resources

      Cash used in operating activities for the period ended December 31, 2000
was $6,750,000, comprising principally of an increase in other assets of
approximately $785,000, an increase in amounts due from a related party of
approximately $468,000, purchases of securities of approximately $4,800,000, and
a realized and unrealized loss resulting from declines in the fair value of
investments of approximately $710,000 and $2,042,000, respectively.

      Cash provided by financing activities of $7,500,000 for the period ended
December 31, 2000, was the result of contributions by shareholders of Emergent.

      Our management believes that on a short-term and long-term basis we will
have sufficient funds for working capital, capital expenditures from our
existing working capital and increased cash flow from operations resulting from
the generation of management fees. Our management believes that our current cash
and cash equivalents will be sufficient to meet its working capital and capital
expenditure requirements for at least the next 12 months.

Risk Factors

Our business strategy is unproven.

      We are at a relatively early stage of development in our business
strategy. We will have to, among other things, establish the feasibility of our
merchant banking services and demonstrate the economic benefits of facilitating
collaboration among our clients. In deciding to start a merchant bank, we
assumed that there is a certain demand from smaller companies for the type of
merchant banking services available to large companies. We cannot give any
assurance that such assumption will prove to be correct or that we will be able
to successfully compete in the merchant banking business against larger, more
well established and well known companies. If this assumption about the need for
these services is not accurate, or if we are unable to compete as a merchant
banker, our business, operating results and financial condition will be
materially and adversely affected.

Our targeted client base may be expected to experience a high failure rate

      We expect that a major portion of our business will be the provision of
venture capital in the form of bridge loans, convertible debt and equity
investments in developmental stage or newly commercialized companies that need
money to develop a specific technology or advance a relatively unproven business
plan. These companies


                                       13
<PAGE>

experience a high rate of failure. There is no history that would allow us to
judge the likelihood that any of these companies will become viable or
profitable businesses. These companies are unable to predict how long their
start-up periods will be and there is the risk that the companies will have
inadequate working capital to pay all of their expenses during their start-up or
development stages. These companies often need substantial additional funding;
any additional financing may result in substantial dilution to the investors in
the initial stage. In addition, it is not uncommon for the underwriter of the
initial public offering to insist that investors in the initial stage, like us,
withhold their stock from the market for a significant period after the
offering.

If we are unable to facilitate collaboration among our clients, our strategy
will not be successful and both our economic prospects and those of our clients
will be curtailed.

      Our business strategy contemplates facilitating collaboration among our
clients, including joint marketing, cross-selling and sharing of business
information and technical expertise. If we are unable to promote this
collaboration, our clients will not fully realize the benefits of being part of
our network, possibly slowing their growth. As a result, we may have difficulty
attracting new clients to our network.

Our management has not previously actively managed, operated or promoted
technology companies, and if they cannot do so effectively, our business
strategy will fail.

      Our strategy involves helping our clients grow and access the public
capital markets by providing them with management resources. Our management has
not previously actively managed, operated or promoted technology companies, and
we cannot assure you that they will be able to do so effectively. If our senior
management cannot effectively manage, operate and promote our clients, they may
not become profitable or gain access to the public capital markets.

We expect to encounter intense competition from securities firms, banks and
other financial services providers.

      We will encounter intense competition in all aspects of our business and
will compete directly with many full service securities firms, investment
banking firms, financial consulting firms and venture capital firms, a
significant number of which offer their customers a broader range of financial
services including many of the services traditionally performed by merchant
banks. Most of these firms have substantially greater resources than we have and
may have greater operating efficiencies. In addition, a number of firms offer
investment advisory services which are incidental to their other services and do
not charge any commission for this type of service.

We cannot assure you that our conflicts of interest policy will address all
potential conflicts of interest adequately.

      We have established a policy to address conflicts of interest that arise
between ourselves and our directors, officers and affiliates and entities in
which these persons have an interest. Under this policy, we intend that any
future transactions between ourselves and these persons and entities will be on
terms no less favorable to us than can be obtained on an arm's-length basis from
unaffiliated third parties. Further, any of these transactions which we do not
consider to be in the ordinary course of business will be subject to approval by
our independent Board members. However, this conflicts policy cannot guarantee
that every contract or other transaction involving a conflict of interest will
be on terms as favorable to us as would have existed in the absence of the
conflict of interest. Further, this policy cannot guarantee that we will not
enter into transactions which we would not otherwise have entered into absent
our relationship with the affiliated party.

If we lose key employees on whom we depend, in particular, Daniel Yun and Mark
Waldron, our chairman and chief executive officer and our president and chief
operating officers, respectively, our business could suffer.

      Our prospects are dependent on the talent and expertise of our current
management team. Losing the services of any member of the management team could
have a material adverse effect on our operations and prospects. The continued
involvement of Daniel Yun and Mark Waldron, our chief executive and operating
officers, respectively, is particularly critical to us. Neither of Messrs. Yun
or Waldron have an employment agreement with


                                       14
<PAGE>

us. Further, we do not currently have any "key man" life insurance on any of our
employees. Neither Mr. Yun nor Mr. Waldron devotes his full time to us, as each
is an officer of other affiliated companies. We cannot give any assurance that
the conflicting demands for their time will be resolved in our favor.

We do not have non-competition agreements with our executive officers.

      Our business is heavily dependent on our ability to maintain ongoing
relationships with both our merchant banking clients and outside investors who
may participate in transactions that we may arrange. Neither Mr. Yun, Mr.
Waldron nor any of our other principals is bound by a non-competition agreement.
As a result, it is possible that one or more of these persons could leave us and
go into competition with us either independently or as a principal or employee
of another company. Although various legal remedies might be available to
prevent the use of our proprietary information, we would probably not have any
effective legal way to prevent these persons from taking advantage of the
relationships they have developed while working for us.

We will depend on our relationships with investment bankers.

      Our ability to compete in our targeted market will depend to a large
degree on being able to bring the clients in which we invest to the public
securities markets. Since we do not intend to underwrite securities issuances
ourselves, we will need to develop relationships with one or more investment
bankers who can act as underwriters of public offerings by these customers. If
we are unable to develop and maintain such relationships, we may find it
difficult to get and retain customers in our targeted market.

We will not be able to successfully execute our business strategy if we are
deemed to be an investment company under the Investment Company Act of 1940

      U.S. companies that have more than 100 shareholders or are publicly traded
in the U.S. and are, or hold themselves out as being, engaged primarily in the
business of investing, reinvesting or trading in securities are subject to
regulation under the Investment Company Act of 1940. Unless a substantial part
of our assets consist of, and a substantial part of our income is derived from,
interests in majority-owned subsidiaries and companies that we primarily
controls, we may be required to register and become subject to regulation under
the Investment Company Act. Because Investment Company Act regulation is, for
the most part, inconsistent with our strategy of actively managing, operating
and promoting collaboration our network of clients, we cannot feasibly operate
our business as a registered investment company.

      If we are deemed to be, and are required to register as, an investment
company, we will be forced to comply with substantive requirements under the
Investment Company Act, including:

      o     limitations on our ability to borrow;

      o     limitations on our capital structure;

      o     restrictions on acquisitions of interests in our clients;

      o     prohibitions on transactions with affiliates;

      o     restrictions on specific investments; and

      o     compliance with reporting, record keeping, voting, proxy disclosure
            and other rules and regulations

We may have to sell, buy or retain assets when we would not otherwise wish to in
order to avoid regulation as an investment company.

      To avoid regulation under the Investment Company Act and related SEC
rules, we may need to sell assets which we would otherwise want to retain and
may be unable to sell assets which we would otherwise want to sell. In addition,
we may be forced to acquire additional, or retain existing, income-generating or
loss-generating assets which we would not otherwise have acquired or retained
and may need to forego opportunities to acquire interests


                                       15
<PAGE>

in attractive companies that would benefit our business. If we were forced to
sell, buy or retain assets in this manner, we could be prevented from
successfully executing our business strategy. In addition, if we are compelled
to dispose of our equity interests in our clients, the strength of our
collaborative client network will be adversely affected.

We may sell our equity interests in our clients for less than their maximum
value or at a loss.

      Our ability to sell client interests to generate income or to avoid
regulation under the Investment Company Act may be limited, especially where
there is no public market for a client's company's stock. Market, regulatory,
contractual and other conditions largely beyond our control will affect:

      o     our ability to sell our equity interests in clients;

      o     the timing of these sales; and

      o     the amount of proceeds from these sales.

      If we divest all or part of our equity interest in a client, we may not
receive maximum value for the interest, and we may sell it for less than the
amount we paid to acquire it. Even if a client has publicly-traded stock, we may
be unable to sell our interest in that company at then-quoted market prices.

Uncertain impact of recent SEC initiatives.

      The SEC has recently adopted a number of changes to its rules and forms
which are designed to deter various fraudulent activities in the "micro-cap"
market. The targeted market for our services is precisely the size of company at
which these initiatives are directed. If the effect of these initiatives is to
effectively shut out the small issuer from a public market, those issuers may
turn to other methods of raising capital that do not require our services.

Possibility of Litigation.

      There is no pending or threatened litigation against us other than several
proceedings in which we are the plaintiff and in which no counterclaims have
been asserted against us. However, many aspects of our business will involve
substantial risks of liability, including exposure to substantial liability
under federal and state securities laws in connection with the suitability of
the advice given to clients and the risk of liability arising out of the
activities of our employees. We may not be able to maintain an errors and
omissions insurance policy insuring us against these risks. In recent years,
there has been an increasing incidence of litigation involving the securities
industry, including class actions which generally seek rescission and
substantial damages.


                                       16
<PAGE>

ITEM 7A Quantitative and Qualitative Disclosures About Market Risk

      We are not exposed to financial market risks from changes in foreign
currency exchange rates or changes in interest rates. We do not use derivative
financial instruments.

Item 8. Financial Statements and Supplementary Data

      Reference is made to pps. F-1 through F-___ comprising a portion of this
annual report.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

      On January 25, 2001, we dismissed Moore Stephans, P.C. ("MS") as our
independent auditor.

      MS reports on our financial statements for each of our two fiscal years
ended April 30, 2000 and 1999, respectively (collectively, the "Prior Fiscal
Years"), were each modified in their reference to the uncertainty of our ability
to continue as a going concern. Except for this reference, such reports did not
contain an adverse opinion or disclaimer of opinion, nor were such reports
qualified or modified as to uncertainty, audit scope or accounting principles.

      Our dismissal of MS was unanimously approved by our board of directors.

      There were no disagreements ("Disagreements") between us and MS during
either (i) the Prior Fiscal Years, or (ii) the period May 1, 2000 through
January 25, 2001 (the "Interim Period") on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which Disagreement, if not resolved to the satisfaction of MS, would have caused
MS to make reference to the subject matter of the Disagreement in connection
with its reports for the Prior Fiscal Years.

      There were no "Reportable Events," as such term is defined in Item
304(A)(1)(v) of Regulation S-K, during either (i) the Prior Fiscal Years or (ii)
the Interim Period.

      We have engaged Arthur Andersen LLP ("AA") as our independent auditor for
our fiscal year ended December 31, 2000. We did not consult AA with respect to
either (i) the Prior Fiscal Years, (ii) the Interim Period with respect to
either the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on our financial statements, or (iii) any matter that was either the
subject of a Disagreement or a Reportable Event.


                                       17
<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

      The following table sets forth certain information for each of our
directors and executive officers:

Name                                   Age      Position
----                                   ---      --------
Daniel Yun..........................   33       Chairman of the Board
Mark Waldron........................   33       President and CEO
Amy Lai.............................   33       Secretary, Treasurer and CFO
Calvin Yee..........................   36       Vice President, Corporate
                                                Development
Howard Waltman......................   68       Director
Matthew Fong........................   47       Director

      Daniel Yun was formerly vice president in charge of middle market
derivatives at Lehman Brothers. Before joining Lehman Brothers, Mr. Yun was a
strategist in the fixed income division of Goldman, Sachs & Co. A distinguished
Athletic (top 1%) and Honors Graduate from the United States Military Academy at
West Point with a BS in Mathematics and Economics, Mr. Yun joined the US Army
where he attained the rank of Captain. His positions included an assignment as a
company commander responsible for leading and training 220 multinational forces.
He attended Airborne, Air Assault and Ranger Schools and served two tours of
duty in Korea. While in the Army, Mr. Yun obtained a MA in Public
Administration. His publications include "Understanding Exotic Derivatives" in
Controlling and Managing Interest Rate Risk, (ed. Robert Klein: Prentice Hall,
1996). Mr. Yun currently serves as a Commissioner of Protocol for Mayor Giuliani
of New York City.

      Mark Waldron was a former vice president of J.P. Morgan in New York. He
headed up the firm's hedge fund group in equity derivatives, and was previously
in charge of its structured products effort. Mr. Waldron received his MBA from
Northwestern University's Kellogg Graduate School of Management - through the
School's accelerated one-year program, where he attained Dean's List standing. A
Canadian citizen, he worked at Bankers Trust Company before attending business
school, and received an undergraduate degree with honors from the University of
Western Ontario in London, Canada. Mark is a member of the Foreign Policy
Association and MENSA.

      Amy Lai was formerly a director in charge of Latin America and Asia credit
derivatives at Deutsche Bank in London. Prior to joining Deutsche Bank, she was
a vice president at J.P. Morgan in New York, where she structured equity
derivative products, and was previously responsible for trading U.S. dollar
swaps and options. She was also in charge of trading emerging market derivative
products at Lehman Brothers. Amy graduated magna cum laude from Barnard College
with a degree in economics. She is a member of Phi Beta Kappa.

      Calvin Yee was co-founder and partner of Pangaea Ventures Ltd., a Canadian
technology venture capital firm. Prior to Pangaea, Mr. Yee was a vice president
at National Australia Bank where he was responsible for building and managing
the firm's North American derivatives business. Previously, he was in charge of
the foreign currency and interest rate derivatives proprietary trading unit at
Canadian Imperial Bank of Commerce in New York. Mr. Yee earned his MBA from the
University of Western Ontario, London, Canada, and received his undergraduate
degree from the University of Calgary.

      Howard Waltman is Chairman of Express Scripts, Inc., a company he formed
in 1986 as a subsidiary of Sanus, of which he was also a founder and former
Chairman. Sanus was acquired by New York Life Insurance Company in 1987, ESI,
which provides mail order pharmacy services and pharmacy claims processing
services, was spun out of Sanus and taken public in June 1992. Mr. Waltman also
founded Bradford National Corp., which was sold to McDonnell Douglas
Corporation. He is a director of Computer Outsourcing Services, Inc. and a
number of privately held companies.

      Matthew Fong is a senior counsel with Sheppard, Mullin, Richter & Hampton,
a law firm with offices in both San Francisco and Los Angeles. He is responsible
for many of our relationships in Silicon Valley and Asia. Mr. Fong was the
Republican candidate for the U.S. Senate in California in 1998, in which he ran
against Democrat


                                       18
<PAGE>

Senator Barbara Boxer. From 1995 to 1999, Mr. Fong was the Treasurer of the
State of California. Mr. Fong holds a BS in International Affairs from the US
Air Force Academy, an MBA from Pepperdine University, and a JD from Southwestern
University.

Item 11. Executive Compensation

      None of our executive officers or directors received any compensation from
us during the year ended December 31, 2000. Mr. Yee is currently compensated by
us at a rate of $100,000 per annum.


                                       19
<PAGE>

Item 12.

Security Ownership of Certain Beneficial Owners and Management

      The following table sets forth certain information as of March 23, 2001
regarding the beneficial ownership of our common stock by:

      o     Each of our executive officers and directors;

      o     Each stockholder known by us to beneficially own 5% or more of our
            common stock; and

      o     All directors and executive officers as a group.

      Except as otherwise indicated, the address of each beneficial holder of 5%
or more of such common stock is the same as us.

                                                     Number
Beneficial Owner                                    of Shares            Percent
----------------                                    ---------            -------

Daniel Yun                                        22,718,383(1)            51.4%

Mark Waldron                                      22,718,383(1)            51.4%

Amy Lai                                                   --                 --

Calvin Yee                                                --                 --

Howard Waltman(2)                                    453,255(3)             1.0%

Matthew Fong                                               0                 --

Marton Grossman(4)                                 2,842,977(5)             6.4%

Emergent Management Company LLC                   22,718,383(1)            51.4%

The THW Group LLP(2)                                 453,255(3)             1.0%

Adventure Capital LLC(6)                           5,737,247               13.0%

All officers and directors
as a group(6 persons)                             23,171,638(1)(5)         52.5%

----------

(1)   Includes shares owned by Emergent Management Company LLC, over which
      shares Messrs. Yun and Waldron share voting and investment control.
(2)   140 Deerfield, Tenafly, New Jersey 07670.
(3)   Represents shares owned by The THW Group LLP, over which shares Mr.
      Waltman exercises voting and investment control.
(4)   58 Second Avenue, Brooklyn, New York 11215.
(5)   Includes 326,363 shares held in a not-for-profit charitable foundation of
      which Mr. Grossman is a director and 2,516,614 shares held in trusts for
      the benefit of family members of which Mr. Grossman is a trustee.
(6)   525 North Broadway, Suite 210, White Plains, New York 10603.


                                       20
<PAGE>

Item 13. Certain Relationships and Related Transactions

      Please refer to Item 1--Business--Recent Developments in Part I of this
Annual Report for information with respect to a transaction between ourselves
and Marton Grossman, who is one of former our directors and is a principal
shareholder.


                                       21
<PAGE>

                                    PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)   Financial Statements:

      Our financial statements, as indicated by the Index to Financial
Statements set forth below, begin on page F-1 of this Annual Report, and are
hereby incorporated by reference. Financial statement schedules have been
omitted because they are not applicable or the required information is included
in the financial statements or notes thereto.

                          INDEX TO FINANCIAL STATEMENTS

                                                                   Page
                                                                   ----

Report of Independent Auditors ..................................  F-1
Consolidated Statement of Assets and Liabilities
     as of December 31, 2000 ....................................  F-2
Consolidated Statement of Operations for the Period from
      Inception (March 8, 2000) to December 31, 2000 ............  F-3
Consolidated Statement of Changes in Net Assets for the Period
     from Inception (March 8, 2000) to December 31, 2000 ........  F-4
Consolidated Schedule of Investments as of December 31, 2000 ....  F-5
Consolidated Statement of Cash Flows for the Period from
     Inception (March 8, 2000) to December 31, 2000 .............  F-6
Notes to Consolidated Financial Statements ......................  F-7 thru F-14

(b)   Reports on Form 8-K:

      On December 12, 2000, we filed a report on Form 8-K reporting under Item 5
- Other Events reporting the change of our name on November 6, 2000 from
"Dynamic International, Ltd." to "Emergent Group Inc."

(c)   Exhibits

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

2.1        Agreement and Plan of Reorganization and Merger, dated as of January
           23, 2001, among MRM, Registrant and MRM Acquisition Inc. (1)
3.1        Articles of Incorporation of Registrant (2)
3.2        By-laws of Registrant (2)
4.1        Specimen certificate evidencing shares of Registrant's common stock

----------
(1)   Filed as an Exhibit to the Registrant's Current Report on Form 8-K, dated
      January 29, 2001, and incorporated herein by reference.
(2)   Filed herewith


                                       22
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
Emergent Group Inc.:

We have audited the accompanying consolidated statement of assets and
liabilities of Emergent Group Inc. (a Nevada corporation), including the
schedule of investments, as of December 31, 2000, and the related consolidated
statement of operations, changes in net assets and cash flows for the period
from inception (March 8, 2000) to December 31, 2000. These consolidated
financial statements are the responsibility of the Manager. Our responsibility
is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Emergent Group Inc.
as of December 31, 2000, and the results of its operations, changes in net
assets and its cash flows for the period from inception (March 8, 2000) to
December 31, 2000 in conformity with accounting principles generally accepted in
the United States.

As discussed in Notes 2 and 5, the consolidated financial statements include
investments valued at $3,124,500 (61.7% of net assets) at December 31, 2000,
whose values have been estimated by the Manager in the absence of readily
ascertainable market values. However, because of the inherent uncertainty of
valuation, the Manager estimated values may differ from the values that would
have been used had a ready market existed for the investments and the
differences could be material.


                                            /s/ ARTHUR ANDERSEN LLP

New York, NY
March 23, 2001


                                      F-1
<PAGE>

EMERGENT GROUP INC.

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 2000

<TABLE>
<S>                                                                                <C>
ASSETS:
Investments                                                                        $3,217,730
Other assets, net                                                                     723,689
Cash and cash equivalents                                                             750,840
Due from related party                                                                467,519
Interest income receivable                                                             24,969
                                                                                   ----------
Total assets                                                                        5,184,747
                                                                                   ----------
LIABILITIES:
Accrued expenses and other liabilities                                                121,837
                                                                                   ----------
Total liabilities                                                                     121,837
                                                                                   ----------
Commitments and Contingencies (Note 7)

                 Net assets (applicable to 44,173,280 common shares outstanding)   $5,062,910
                                                                                   ==========
NET ASSET VALUE PER SHARE
$5,062,910 / 44,173,280 common shares outstanding)                                 $      .11
                                                                                   ==========
</TABLE>

The accompanying notes are an integral part of this statement.


                                      F-2
<PAGE>

EMERGENT GROUP INC.

CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (MARCH 8, 2000) TO DECEMBER 31, 2000

                                                                Inception
                                                                (March 8, 2000)
                                                                December 31,2000
                                                                ----------------
INCOME:                                                            $         --

EXPENSES:
      Professional fees                                                 459,378
      Rent expense                                                      158,280
      Consulting fees                                                   107,825
      General and administrative fees                                   105,382
      Travel                                                             93,914
      Depreciation and amortization                                      61,622
                                                                   ------------

               Total Expenses                                           986,401
                                                                   ------------

Other income                                                            128,284

REALIZED LOSS ON INVESTMENTS                                            709,703
UNREALIZED DEPRECIATION ON INVESTMENTS                                2,042,395
                                                                   ------------

               Investment Loss                                        3,610,215
                                                                   ------------
               Decrease in net assets resulting from operations    $  3,610,215
                                                                   ============

LOSS PER SHARE DATA:
      Basic and Diluted Loss Per Share                             $       (.09)
                                                                   ============
      Weighted Average Common Shares Outstanding                     41,557,789
                                                                   ============

The accompanying notes are an integral part of these statements.


                                      F-3
<PAGE>

EMERGENT GROUP INC.

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM INCEPTION (MARCH 8, 2000) TO DECEMBER 31, 2000

DECREASE IN NET ASSETS RESULTING
  FROM OPERATIONS:
Investment loss                                                     $(3,610,215)
                                                                    -----------
Decrease in net assets resulting from operations                     (3,610,215)
INCREASE IN NET ASSETS
Contributions by members:
Cash                                                                  7,500,000
Investments contributed at fair value                                 1,173,125
                                                                    -----------
Total Contributions                                                   8,673,125
                                                                    -----------
Total Net Increase in Net Assets                                      5,062,910
NET ASSETS, BEGINNING OR PERIOD                                     $        --
                                                                    -----------
NET ASSETS, END OF PERIOD                                           $ 5,062,910
                                                                    ===========

The accompanying notes are an integral part of this statement.


                                      F-4
<PAGE>

EMERGENT GROUP INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2000

<TABLE>
<CAPTION>
Number of                                                               % of Net
Shares         Description                    Cost         Value        Assets       Industry
---------      -------------------------      ---------    ---------    --------     ---------------------
<C>            <S>                            <C>            <C>            <C>      <C>
               TRADING INVESTMENTS:

  183,334      Net Value Holdings Inc.        2,000,000      $91,667        1.8%     Internet Consulting
   25,000      eMarketplace Inc.                135,625        1,563        0.0%     B2B Platform Developer
                                              ----------   ----------      ----
                                              2,135,625       93,230        1.8%
                                              ----------   ----------      ----
               NON-TRADING
               INVESTMENTS:

               Equity Securities

1,136,506      Olliance Inc.                         --           --        0.0%     Open Source Software Consulting
  333,333      Sanarus Medical Inc.             500,000      500,000        9.9%     Medical Device Manufacturer
  200,000      SundoTelecom Co. Ltd             230,000      230,000        4.5%     Korean Telecom
    6,000      Digital Media Co., Ltd            50,000       50,000        1.0%     Internet Hosting Company
                                                                                     Scientific Instruments And Bio
  200,000      Biotel Co. Ltd                   150,000      150,000        3.0%     Sensors
        -      RFP Marketplace                  250,000      250,000        4.9%     B2B ASP
                                                                                     E-Commerce Infrastructure
  808,823      eCongo.com                       687,500      687,500       13.6%     Provider
                                                                                     Korean Technology Holding
   24,000      Interbio Co. Ltd                 100,000      100,000        2.0%     Company Healthcare services
               Roam I.T. (Canada) Holdings                                           Healthcare Information
  500,000      Inc.                              67,000       67,000        1.3%     Technology
                                              ----------   ----------      ----

                              Subtotal        2,034,500    2,034,500       40.2%
                                              ----------   ----------      ----

               Debt Securities
Convertible                                                                          E-Commerce Infrastructure
Debt           eCongo.com, Inc.                 750,000      750,000       14.8%     Provider
Convertible
Debt           Medical Resource Mgmt Inc.       340,000      340,000        6.7%     Healthcare services
                                              ----------   ----------      ----
                              Subtotal        1,090,000    1,090,000       21.5%
                                              ----------   ----------      ----
               Total cost/value of
               investments                    $5,260,125   $3,217,730      63.6%
                                              ==========   ==========      ====
</TABLE>

The accompanying notes are an integral part of this schedule.


                                      F-5
<PAGE>

EMERGENT GROUP INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (MARCH 8, 2000) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                                        Inception
                                                                                       (March 8, 2000) -
                                                                                        December 31,
                                                                                        2000
                                                                                       -----------------
<S>                                                                                     <C>
CASH FLOWS FROM OPERATING AND INVESTING ACTIVITIES:
     Net decrease in net assets resulting from operations                               $(3,610,215)
     Adjustments to reconcile net increase in net assets resulting from operations to
         net cash used in operating and investing activities:
              Realized loss on permanent decline in value of investments                    709,703
              Unrealized depreciation on investments                                      2,042,395
              Depreciation and amortization                                                  61,622
              Increase in operating assets:
                  Other assets                                                             (785,311)
                  Due from related party                                                   (467,519)
                  Interest income receivable                                                (24,969)
              Increase in operating liabilities:
                  Accrued expenses and other liabilities                                    121,837
     Investing activities:
               Purchases of securities                                                   (4,796,703)
                                                                                        -----------
                  Net cash used in operating and investing activities                    (6,749,160)
                                                                                        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Contributions by Members                                                             7,500,000
                                                                                        -----------
                  Net cash provided by financing activities                               7,500,000
                                                                                        -----------
                  Net increase in cash and cash equivalents                                 750,840

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                   --
                                                                                        -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                                $   750,840
                                                                                        ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
                                                                                        ===========
     Contribution of Investments by Members                                             $ 1,173,125
                                                                                        ===========
</TABLE>

The accompanying notes are an integral part of this statement.


                                      F-6
<PAGE>

EMERGENT GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2000

1.    BACKGROUND AND FORMATION

      Emergent Ventures, LLC (the "Fund") was formed and commenced operations in
the State of Delaware on March 8, 2000. The company was formed to invest
primarily in global private equity investment opportunities in information
technology, health care and medical technology companies.

      Emergent Ventures, LLC's equity capitalization consisted of a contribution
of $1,173,125 in securities by Emergent Management Company, LLC (the "Manager"),
a Delaware limited liability company, for 58% of Emergent Ventures, LLC's equity
interest, and a contribution of $7,500,000 in cash by other members in return
for the remaining 42% of Emergent Ventures, LLC's equity interest.

      On August 31, 2000, the Fund consummated the transactions contemplated by
the Equity Transfer Transaction (the "Transfer"), all pursuant to an Equity
Transfer and Reorganization Agreement dated August 10, 2000 (the "Agreement"),
by and among Dynamic International, Ltd. ("Dynamic"), certain of its
shareholders, Emergent Management Company, LLC, and several holders of
membership interests in the Fund.

      Pursuant to the Agreement, the Fund contributed substantially all of its
assets to Dynamic in exchange for the issuance of approximately 39,000,000
shares of Dynamic common stock to the members of the Fund. Dynamic subsequently
changed its name to Emergent Group, Inc.

      On August 31, 2000, pursuant to and in accordance with the Agreement,
prior to the consummation of the Transfer, Dynamic transferred all of the assets
and liabilities (other than outstanding bank debt in the amount of $250,000) to
a wholly-owned corporation of Dynamic named Dynamic International, Inc. Dynamic
International, Inc. acquired the transferred assets, assumed the remaining
liabilities and indemnified Dynamic against any liabilities relating to or
arising out of the transferred assets and the assumed liabilities.

      For financial accounting purposes, the acquisition was accounted for as a
recapitalization by the Fund (as the accounting acquiror) with Dynamic (as the
accounting acquiree). After the Transfer, the former members of the Fund became
the beneficial owners of approximately 39,000,000 shares of Dynamic's common
stock, representing approximately 90% interest in Dynamic. Each of the Directors
of Dynamic immediately resigned prior to the consummation of the Transfer. The
principal interest holders of the Manager of the Fund were elected as directors
of Dynamic and now comprise a majority of Dynamic's directors, and serve as
Dynamic's executive officers.

2.    SIGNIFICANT ACCOUNTING POLICIES

      The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States. Significant
accounting policies are as follows:

      Principles of Consolidation

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


                                      F-7
<PAGE>

EMERGENT GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2000

      Portfolio Valuation, Trading Investments

      Trading investments are recorded in the accompanying financial statements
      on the following basis: any security which is traded on an internationally
      or nationally recognized securities exchange or the Nasdaq Stock Market
      National Market System ("Nasdaq") shall be valued at the last sale price
      on the date of valuation as quoted on such exchange or market, as the case
      may be, which represents the principal market on which such security is
      traded. If there is no sale of such security on such day, such security
      shall be valued at the mean of the closing bid and asked prices on such
      day. If no bid or asked prices are quoted on such day, such security shall
      be valued by such method as the Manager of the fund shall determine in
      good faith to reflect its fair value. Any security which is traded
      principally in the over-the-counter market (but excluding securities
      admitted to trading on Nasdaq) shall be valued at the latest bid price
      available on the date of valuation.

      Portfolio Valuation, Nontrading Investments

      Securities or investments and assets of the Fund other than Trading
      Investments as well as investments of the Fund where no market value can
      be determined either (i) because there is no public market or (ii) the
      market is not deemed to be an indicator of value because of limited float
      or trading activity shall be assigned such value as the Manager or a third
      party engaged to provide such service shall determine in good faith to
      reflect its fair value. The Manager has determined that such securities
      shall be valued generally at cost, unless during the subsequent period
      there is an independent third-party transaction establishing a different
      value or another material transaction affecting such value.

      The investment included in the accompanying consolidated statement of
      assets and liabilities have been valued in accordance with the fund's
      non-trading investment valuation policy.

      Investment Transactions and Investment Income

      Transactions are accounted for on the trade date in the case of public
      market transactions or on the date of purchase in other cases. Interest
      income is recorded on the accrual basis; dividend income paid in cash is
      recorded on the date on which the payment is fixed, while dividend income
      paid in marketable securities is valued on the date such securities are
      sold.

      Realized and Unrealized Gains and Losses on Investments

      Management's policy is to include unrealized holding gains and losses on
      trading securities and to report them as a net amount in operations.
      Realized gains and losses on the sale of trading securities are determined
      using the specific identification method.

      The Fund did not sell or trade any of its securities during the period
      ended December 31, 2000. The Fund has recognized a realized loss on a
      permanently impaired investment that was classified as available for sale
      in accordance with SFAS 115, "Accounting for Certain Investments in Debt
      and Equity Securities". The Manager does not expect to recover the cost
      basis of the investment and has valued the new cost to be zero.


                                      F-8
<PAGE>

EMERGENT GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2000

      Taxes

      Deferred income taxes result from temporary differences between the basis
      of assets and liabilities recognized for differences between the financial
      statement and tax basis thereon, and for the expected future tax benefits
      to be derived from tax losses and tax credit carryforwards. A valuation
      allowance is recorded to reflect the likelihood of realization of deferred
      tax assets.

      Cash and Cash Equivalents

      The Fund considers its investments in time deposits that have an original
      maturity of less than 90 days to be cash equivalents.

      Other Assets

      The Fund has purchased fixed assets for use in its operating office. The
      assets are being depreciated over their estimated useful lives of five to
      seven years. Depreciation expense for the period from inception (March 8,
      2000) to December 31, 2000 was $33,844.

          Other Assets consist of the following at December 31, 2000:
          Security Deposit for Office Space                            $ 195,672
          Goodwill, net of accumulated amortization of $27,778           222,222
          Fixed Assets, net of accumulated depreciation and
               amortization of $33,844                                   305,795
                                                                       ---------
                                                                       $ 723,689
                                                                       ---------

      Financial and Business Risks Related to Non-Marketable Securities

      A significant portion of the Fund's assets are invested in non-marketable
      securities which may involve significant business and financial risks and
      may result in substantial losses. Due to of the absence of any liquid
      trading market for these investments, the Fund may take longer to
      liquidate these positions than would be the case for marketable
      securities. These securities may be resold in privately negotiated or
      public sale transactions and the prices realized on such sales could be
      less than those originally paid by the Fund. Further, companies whose
      securities are not marketable may not be subject to the disclosure and
      other investor protection requirements applicable to companies whose
      securities are publicly traded.


                                      F-9
<PAGE>

EMERGENT GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2000

      Long-Lived Assets

      The Fund accounts for long lived assets under the provisions of Statements
      of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the
      Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
      of." This statement provides the guidelines for financial accounting and
      reporting standards for the impairment of long-lived assets, certain
      identifiable intangibles, and goodwill related to those assets to be held
      and used, and for long-lived assets and certain identifiable intangibles
      to be disposed of. As of December 31, 2000 management has determined that
      there has been no impairment of long-lived assets.

      Comprehensive Income

      The Fund observes the provisions of SFAS No. 130, "Reporting Comprehensive
      Income", which requires companies to report all changes in equity during a
      period, except those resulting from investments by owners and
      distributions to owners, for the period in which they are recognized.
      Comprehensive income is the total of net income and all other non-owner
      changes in equity (or other comprehensive income) such as unrealized gains
      or losses on securities classified as available-for-sale, foreign currency
      translation adjustments and minimum pension liability adjustments.
      Comprehensive and other comprehensive income must be reported on the face
      of annual financial statements. The Fund's operations in 2000 did not give
      rise to items includable in comprehensive income which were not already in
      its operations for the period ended December 31, 2000.

      Derivative Instruments

      In June 1998, the Financial Accounting Standards Board issued SFAS No.
      133, "Accounting for Derivative Instruments and Hedging Activities". This
      statement establishes accounting and reporting standards for derivative
      instruments, including certain derivative instruments embedded in other
      contracts, and for hedging activities. SFAS No. 133, as amended by SFAS
      No. 137, is effective for all fiscal years beginning after June 15, 2000
      and will not require retroactive restatement of prior period financial
      statements. This statement requires the recognition of all derivative
      instruments as either assets or liabilities in the balance sheet measured
      at fair value. Derivative instruments will be recognized as gains or
      losses in the period of change. If certain conditions are met where the
      derivative instrument has been designated as a fair value hedge, the hedge
      items may also be marked to market through earnings, thus creating an
      offset. If the derivative is designed and qualifies as a cash flow hedge,
      the changes in fair value of the derivative instrument may be recorded in
      comprehensive income. The Fund does not presently make use of derivative
      instruments.

      Earnings Per Share

      The Fund computes net 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) 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 consolidated statements of operations. The Fund has presented the
      weighted average number of common shares outstanding as though the
      recapitalization of the Fund, occurring upon the transfer, had occurred as
      of the Fund's inception date, (March 8, 2000), and the shares had been
      issued and outstanding.


                                      F-10
<PAGE>

EMERGENT GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2000

      Use of Estimates

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

      Average Investment

      There is no stated minimum or maximum investment; however, the Manager
      will generally look to make investments resulting in ownership of between
      5% and 25% of portfolio companies.

      Term

      The Fund will terminate ten years from the date of the initial closing,
      but may be extended at the discretion of the Manager.

3.    ACQUISITION

On August 31, 2000, the Fund consummated the transactions contemplated by the
Equity Transfer Transaction (the "Transfer"), all pursuant to an Equity Transfer
and Reorganization Agreement dated August 10, 2000 (the "Agreement"), by and
among Dynamic International, Ltd. ("Dynamic"), certain of its shareholders,
Emergent Management Company, LLC, and several holders of membership interests in
the Fund.

Pursuant to the Agreement, the Fund contributed substantially all of its assets
to Dynamic in exchange for the issuance of approximately 39,000,000 shares of
Dynamic common stock to the members of the Fund. Dynamic subsequently changed
its name to Emergent Group Inc.

On August 31, 2000, pursuant to and in accordance with the Agreement, prior to
the consummation of the Transfer, Dynamic transferred all of the assets and
liabilities (other than outstanding bank debt in the amount of $250,000) to a
wholly-owned corporation of Dynamic named Dynamic International, Inc. Dynamic
International, Inc. acquired the transferred assets, assumed the remaining
liabilities and indemnified Dynamic against any liabilities relating to or
arising out of the transferred assets and the assumed liabilities.

For financial accounting purposes, the acquisition was accounted for as a
recapitalization by the Fund (as the accounting acquiror) with Dynamic (as the
accounting acquiree). After the Transfer, the former members of the Fund became
the beneficial owners of approximately 39,000,000 shares of Dynamic's common
stock, representing approximately 90% interest in Dynamic. Each of the directors
of Dynamic immediately resigned prior to the consummation of the Transfer. The
principal interest holders of the Manager of the Fund were elected as directors
of Dynamic and now comprise a majority of Dynamic's directors, and serve as
Dynamic's executive officers.

The Fund has recorded goodwill as a result of the Transfer amounting to $250,000
which will be amortized over 3 years.


                                      F-11
<PAGE>

EMERGENT GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2000

4.    STOCKHOLDERS' EQUITY

      Stockholders' equity consists of the following at December 31, 2000:

      Common stock, $.001 par value: 100,000,000 shares
         authorized; 44,173,280 shares issued and outstanding   $    44,173
      Preferred stock, $.001 par value: 10,000,000 shares
         authorized; none issued or outstanding                          --
      Paid-in capital                                             8,628,952
      Net decrease in net assets resulting from operations       (3,610,215)
                                                                -----------
      Net assets applicable to common shares outstanding        $ 5,062,910
                                                                ===========

      Policies with respect to allocations, distributions, withdrawals and
      transfers are as follows:

      Warrants

      In December 1997, in connection with the initial public offering of
      Dynamic securities, approximately 120,000 warrants to purchase securities
      were issued to Dynamic's underwriters. The underwriter's warrants became
      exercisable at December 1998 and will continue to be exercisable through
      December 2003 at an exercise price of $8.25.

      Allocations

      The Fund's net profits will be allocated 80% to the members in proportion
      to their respective membership interests in the Fund and 20% to the
      Manager (the "Manager Allocation"). Net losses, if any, will be allocated
      in the same manner as net profits. Notwithstanding the foregoing, no
      amounts will be allocated to the Manager until prior losses, if any, that
      have been allocated to the members have been recouped.

      Distributions

      Distributions of net profits will be made on an annual basis.
      Distributions constituting a return of capital will not commence until the
      fifth year of the Fund's term and may include distributions of portfolio
      securities. All distributions will be made to the members and the Manager
      in proportion to their respective interests in the net profits of the
      Fund.

5.    CAPITAL COMMITMENTS

      The private offering memorandum agreement between the Fund and its members
does not stipulate the requirements for members to contribute additional
capital. Any new membership interest units purchased by new members will result
in a dilutive interest on behalf of the existing members.

6.    THE FUND

      Manager

      The Manager of the Fund is Emergent Management Company, LLC, a Delaware
      limited liability company.


                                      F-12
<PAGE>

EMERGENT GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2000

      Basic Management Fee

      The Fund will pay the Manager a quarterly basic fee in an amount equal to
0.25% (i.e., 1% per annum) of the net assets of the Fund. The basic fee is to be
paid as soon as practicable after the last day of each calendar quarter and is
calculated based on the net assets of the Fund as of the end of such quarter
(adjusted for subscriptions and redemptions made during the quarter). The basic
fee is deducted in determining the net profit or net loss of the Fund. In the
event the Fund is not in existence for the entire calendar quarter, the basic
fee for such quarter shall be prorated. For the period ended December 31, 2000,
the Manager has permanently waived its rights to collect a management fee.

      Expenses

      The Manager will be responsible for and shall pay, or cause to be paid,
      all of the Manager's ordinary office overhead expenses, including rent,
      supplies, secretarial expenses, printing and stationery, charges for
      furniture and fixtures and compensation of security analysts and
      administrative personnel. All other expenses will be borne by the Fund,
      including organizational expenses, expenses of this offering, legal,
      accounting, auditing and other professional expenses, investment expenses
      such as commissions, research expenses (including research-related travel
      expenses), interest on margin accounts, custodial fees and other
      reasonable expenses related to the purchase, sale or transmittal of Fund
      assets.

7.    RELATED PARTY TRANSACTIONS

      Emergent Group Inc. is owned 58% by Emergent Management Company LLC, an
entity controlled by the principal stockholders of the Fund. In addition,
another entity owned by the principal stockholders of the Fund paid the majority
of the operating expenses for the period from inception (March 8, 2000) to
December 31, 2000 on the Fund's behalf. Upon the receipt of its initial funding,
the Fund reimbursed the related party in full. This related party owes the Fund
$467,519.

8.    COMMITMENTS AND CONTINGENCIES

      Litigation

      In October 2000, the Fund's related party commenced an action on behalf of
the Fund against one of the company's in which it holds an investment, and two
of its officers in the United States District Court for the Southern District of
New York. The action is for negligence and fraud under the Federal securities
laws and common law. The action is currently in the discovery stage and
accordingly, a final outcome has not be determined.

      Operating Lease

      The Fund's related party has entered into a lease agreement for office
space that will be shared by all of the related entities. The agreement expires
on March 31, 2005. Total rent expense approximated $158,000 for the period ended
December 31, 2000.


                                      F-13
<PAGE>

EMERGENT GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2000

9.    SUBSEQUENT EVENT

      On January 23, 2001, the Fund, Medical Resources Management, Inc. ("MRM")
and MRM Acquisition Inc., the wholly-owned subsidiary of the Fund, entered into
an Agreement and Plan of Reorganization and Merger, (the "Merger") providing for
the merger of MRM with and into MRM Acquisition, Inc. Immediately following the
merger, MRM Acquisition Inc. will cease to exist and MRM will be the surviving
corporation. Simultaneous with entering into the Agreement the wholly-owned
subsidiary was formed. Under the terms of the agreement, holders of MRM common
stock will receive no less than 0.37 or more than 0.60 shares of the Fund's
common stock in exchange for each share of MRM common stock. The transaction is
expected to be accounted for under the purchase method of accounting and the
allocation of goodwill will be determined at the completion date of the merger.
The merger is conditioned upon, among other things, the approvals of
shareholders of both the Fund and MRM. The Fund anticipates that the merger will
be completed during the first half of year 2001.


                                      F-14
<PAGE>

                                   SIGNATURES

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

                                               EMERGENT GROUP INC.


Date: March 29, 2001                           By: /s/ Daniel Yun
                                                   -----------------------------
                                                   Daniel Yun, Chairman

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

Signature                  Title                                  Date
---------                  -----                                  ----

/s/Daniel Yun              Chairman and Director
-------------------        (principal executive officer)          March 29, 2001
Daniel Yun


/s/Mark Waldron            President and Director
-------------------        (principal financial officer
Mark Waldron               and principal accounting officer)      March 29, 2001


-------------------
Howard Waltman             Director                               March   , 2001


-------------------
Matthew K. Fong            Director                               March   , 2001