SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
August 2, 2005

Mr. William Choi
Branch Chief
U.S. Securities and Exchange Commission
100 F Street, N.W.
Washington, D.C. 20549

Re:    Emergent Group Inc.
       Form 10-KSB for the Year Ended December 31, 2004
       File No. 0-21475

Dear Mr. Choi:

This  letter  is in  response  to your  comment  letter,  dated  July 22,  2005,
concerning the above referenced filing.

Consolidated Statements of Operations, page F-3
-----------------------------------------------

1.   Comment:

     We note your  presentation of basic and diluted earnings per share.  Please
     explain  your basis for  excluding  from  diluted  weighted-average  shares
     outstanding the 203,993 shares underlying your options that are exercisable
     and in-the-money at December 31, 2004.

     Response:

     We have  recomputed  basic and fully diluted  earnings per share and shares
     outstanding  as shown per the attached  spreadsheet.  The diluted  weighted
     average shares  outstanding  were computed using the weighted average price
     of the 13,777  shares that traded during 2004. We will use this approach in
     future filings or to the extent that minimal shares trade,  we will prepare
     an updated  valuation  of the fair value of our common  stock.  Please note
     that the  presentation  included in our Form 10-KSB for 2004 was based on a
     valuation of $0.40 per share. As disclosed in our Form 10-KSB,  there is no
     active  trading  market for our common  shares.  During  2004,  only 13,777
     common shares traded on the OTC Bulletin Board of total shares  outstanding
     of  4,745,530.  Such shares  traded at share  prices  ranging from $0.11 to
     $2.50.  The Company's  common stock price is easily  impacted by only a few
     shares   trading   due  to  the  lack  of  trading   volume.   Under  these
     circumstances,  we  believe  that such  share  prices  are not  necessarily
     reflective of fair value. We used a fair market price per share of $0.40 in
     connection  with our calculation of fully diluted shares  outstanding.  The
     price per share of $0.40 was based on an independent  third party valuation
     performed  in  connection  with a private  placement of our common stock in
     June  2003.  Therefore,  we  had  concluded  that  such  options  were  not
     in-the-money as of December 31, 2004 as the exercise prices of options were
     either equal to or greater than $0.40 per share. In any event, the earnings
     per share, as previously presented,  did not change in light of the revised
     calculation.

<PAGE>

August 2, 2005
Page 2

Notes to Financial Statements, page F-7
---------------------------------------

Note 4 - Equity Investment in Limited Liability Companies, page F-11
--------------------------------------------------------------------

2.   Comment:

     We note  your  disclosure  related  to your  consolidation  of two  limited
     liability companies in which you hold 15% and 3% interest.  We further note
     that you provide operating and administrative  services to the LLCs. Please
     tell us on what basis you have  concluded  that PRI  Medical is the primary
     beneficiary.  Also,  please provide us with  information that supports your
     conclusion.  Examples of information that may support your conclusion could
     include the  agreement  among the  investors  in the LLCs  designating  PRI
     Medical as the entity to absorb the majority of the  entities'  loss and/or
     receive the majority of the benefits or calculations demonstrating that PRI
     Medical bears the majority of the entities' credit risk.

     Response:

     PRI Medical provides all operational and administrative support to the LLCs
     for which we receive  compensation.  Such activities  include,  but are not
     limited  to,  providing  the LLCs  with  sales  and  technician  personnel,
     logistics and scheduling,  and accounting and administrative  services.  In
     addition to our equity  interest in such entities,  PRI Medical  receives a
     monthly  management  fee and is  compensated or reimbursed for all services
     provided to the LLCs.  The LLCs are heavily  dependent  upon PRI Medical in
     conducting and  sustaining  their on-going  operations.  Further,  although
     there are no outstanding leases in 2004, historically, PRI Medical arranges
     for equipment  lease  financing on behalf of the LLCs and has served as the
     primary obligor under such arrangements. Should the need arise, PRI Medical
     will provide on-going  financial  support to the LLCs through cash advances
     until such time the LLCs realize sufficient cash flow to support operations
     on a stand-alone  basis. In light of these  circumstances we believed it to
     be appropriate to consolidate these LLCs to comply with the requirements of
     FIN 46. Attached is a copy of a typical Operating  Agreement and Management
     Agreement used in connection with the formation and operation of such LLCs.

Note 5 - Property and Equipment, page F-11
------------------------------------------

3.   Comment:

     Please confirm that the "accessories and eyewear" component of property and
     equipment  are items that you rent to customers as oppose to items that you
     sell to customers.

     Response:

     Accessories  and eyewear are used in  connection  with the  delivery of our
     mobile laser equipment rental and technician  services to customers.  We do
     not sell such items to customers.

Note 8 - Accrued Expenses, page F-13
------------------------------------

4.   Comment:

     Please tell us what the main components of the "other" category are.

     Response:
<PAGE>
August 2, 2005
Page 3

     Please note that the "other" category consists of the following:

                                                 2004          2003
                                                 ----          ----

         Accrued Payables - vendors           $ 185,867      $238,492
         Sales Tax Payable                       85,895        92,264
         Accrued Professional Fees               75,470        75,772
         Customer Deposits                       30,150        31,042
         Accrued Commissions                     14,757        25,886
         Accrued 401K                             5,639         5,305
                                            -------------  ------------
                                              $ 397,778      $468,761
                                            =============  ============

     We will  provide  a more  detailed  breakdown  of this  line item in future
     filings.

5.   Comment:

     It appears that your  calculation of the weighted average exercise price of
     your  outstanding  options at December 31, 2003 and 2004 may be  incorrect.
     For example,  it is unclear to us how granting  options  during 2003 with a
     weighted-exercise  price  of  $0.40  could  increase  the  weighted-average
     exercise  price of  outstanding  options  from  $0.02 at January 1, 2003 to
     $0.50 at December 31, 2003.  Please provide us with your  calculations that
     support your roll-forward of the weighted average exercise price.

     Response:

     Review of the detailed  spreadsheet  used to calculate the weighted average
     exercise prices of outstanding stock options showed a formula error,  which
     caused the weighted average  exercise prices to be calculated  incorrectly.
     The attached  roll-forward  schedule shows the corrected  weighted  average
     prices. We will make the appropriate corrections in our next filing of Form
     10-KSB.

The Company and its management are  responsible for the adequacy and accuracy of
the disclosures in the filing discussed herein. Further, we understand the staff
comments  or  changes  to  disclosures  in  response  to staff  comments  do not
foreclose the Commission from taking action with respect to the filing;  and the
Company may not assert staff comments as a defense in any  proceeding  initiated
by the Commission or any person under the federal  securities laws of the United
States.

We appreciate your review and comments regarding our filing. Please feel free to
call me at (818) 638-4616 if you should have any questions or should you require
additional information.

Very truly yours,

/S/ William M. McKay
--------------------
William M. McKay
Chief Financial Officer

<PAGE>
Emergent Group Inc.
Basic and Fully Diluted Shares Outstanding
Year Ended December 31, 2004

Re: Comment #1
--------------

As Presented:
                                                           2004          2003
                                                           ----          ----

Net income                                              $  23,280   $   58,305

Basic and diluted earnings per share:
Before extraordinary item                               $    --     $    (0.03)
Extraordinary item                                           0.00         0.05
                                                        ---------   ------------
Basic and diluted earnings per share                    $    --     $     0.02
                                                        =========   ============

Basic and diluted weighted-average shares outstanding   4,744,551    2,684,339
                                                        =========   ============

As Revised:

Net income                                              $  23,280   $   58,305

Basic earnings per share:
Before extraordinary item                               $    --     $    (0.03)
Extraordinary item                                           0.00         0.05
                                                        ---------   ------------
Basic earnings per share                                $    --     $     0.02
                                                        =========   ============

Diluted earnings per share:
Before extraordinary item                               $    --     $    (0.03)
Extraordinary item                                           0.00         0.05
                                                        ---------   ------------
Diluted earnings per share                              $    --     $     0.02
                                                        =========   ============

Basic weighted-average shares outstanding               4,744,551    2,684,339
                                                        =========   ============
Diluted weighted-average shares outstanding             4,836,388    2,684,339
                                                        =========   ============

<PAGE>
Re: Comment #2
--------------

                              MANAGEMENT AGREEMENT
                   FOR FRONT RANGE HOLMIUM LASER (LS#6), LLC
                                       BY
                                  PHYSIOLOGIC
                                    REPS INC.

--------------------------------------------------------------------------------

     This  Management  Agreement  ("Agreement")  is entered  into on May _, 2000
between FRONT RANGE HOLMIUM LASER (LS#6),  LLC ("Front Range"),  and PHYSIOLOGIC
REPS INC. ("PRI").

                                    RECITALS

     A. Front Range is a recently  formed entity which owns and rents lasers for
medical application.

     B. PRI is in the  business of renting  lasers to hospital,  physicians  and
other health care providers.

     C. Front Range desires to engage the management services of PRI.

     In consideration of the promises and covenants contained in this Agreement,
the parties hereto agree as set forth below.

                                    AGREEMENT

                                    Article 1
                                   ENGAGEMENT

     1.1 Engagement.  Front Range engages PRI to furnish the management services
described  below to Front  Range on the  terms  and  conditions  stated  in this
Agreement, and PRI accepts such engagement.

                                      - 1 -

<PAGE>

                               Article 2 TERM AND
                                   TERMINATION

     2.1 Term. The term of this  Agreement  shall commence upon the close of the
offering  as  described  in the  Private  Placement  Memorandum  For Front Range
Holmium Laser (LS#6), LLC, dated May 1, 2000 {"Memorandum"), and shall terminate
upon the liquidation of Front Range.

                                    Article 3
                                   DUTIES AND
                                  RIGHTS OF PRI

     3.1 Appointment of PRI. During the Term of this Agreement,  PRI agrees for,
and  in  consideration  of the  compensation  provided  below,  to  provide  all
management and operations of Front Range,  as agent of Front Range, No fiduciary
relationship is created as a result of this Agreement.

     3.2  Operation  and  Management  of Front Range.  PRI shall  carefully  and
efficiently  operate and manage Front Range and its business  affairs  under the
provisions  set forth in this  Agreement.  PRI's  duties and  obligations  shall
include, without limitation, those set forth below.

     3.3 Management Services.  PRI shall oversee and manage all business aspects
of Front Range,  including but not limited to  accounting,  leasing,  marketing,
purchasing of supplies, administration,  planning, collections, data processing,
and other business office and administrative matters.

     3.4  Performance of  Obligations.  Provided Front Range timely provides PRI
with the  necessary  funds,  PRI will comply  with and  perform  all  covenants,
obligations  and  iimitations,  and pay  all  amounts  imposed  by law or by any
contract.

     3.5 Consulting Duties.

          3.5.1 PRI shall hold himself available to consult with Front Range and
at reasonable times.

          3.5.2 Under this Agreement PRI is an independent  contractor and shall
not be treated as an  employee or member of Front  Range for any  purposes.  PRI
shall retain, at the expense of Front Range, such persons as it deems reasonably
necessary to carry out or perform its functions under this Agreement.

     3.6  Employment  of Others.  PRI shall  have the right to  employ,  engage,
retain or deal  with any  persons,  firms or  corporations,  including,  but not
limited to,

                                       -2-

<PAGE>

attorneys,  accountants,  brokers, or other assistants,  to perform services for
Front  Range  that PRI  believes  is  reasonably  necessary  in order for PR1 to
properly  perform  the  duties  and  obligations  required  of  PRI  under  this
Agreement. The cost to PRI for said services shall be chargeable to Front Range,
and Front Range shall reimburse and pay over to PRI said costs on demand.

     3. 7 Bank and Other  Accounts.  All monies  owned to or  received by PRI on
behalf of Front Range shall be  deposited  in Front  Range's  bank,  checking or
money market account.

     PRI  shall,  from  time to time,  establish,  maintain  or close  such bank
accounts,  money market  accounts or other  accounts by and in the name of Front
Range as PRI deems  advisable,  necessary  or  appropriate  in order to properly
manage the business  affairs of Front Range.  PRI may also open such investment,
stock  brokerage,  stock  trading,  stock  margin,  or other types of investment
and/or  trading  accounts  as PRI deems  reasonably  necessary  to carry out his
obligations under this Agreement. PRI is authorized on behalf of Front Range and
on his own act to sign all appropriate  forms required for the  establishment of
said  accounts  and to sign  all  checks,  drafts,  notes,  bills  of  exchange,
acceptances,  or other  orders  for the  payment of money,  and to  endorse  any
checks,  notes,  bills, or other instruments