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

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) FEBRUARY 28, 2005


                           RCG COMPANIES INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


          DELAWARE                       1-8662                   23-2265039
(State or other jurisdiction    (Commission File Number)        (IRS Employer
     of incorporation)                                       Identification No.)


     6836 MORRISON BLVD., STE. 200, CHARLOTTE,
                   NORTH CAROLINA                                    28211
     (Address of principal executive offices)                     (Zip Code)

                                 (704) 366-5054
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF PRINCIPAL OFFICERS

         On February 28, 2005, the registrant announced that its Chief Financial
Officer,  William W. Hodge,  has expressed his intention to leave the company to
pursue other business opportunities.

         Also announced on February 28, 2005 by the registrant, Marc E. Bercoon,
44, has been  appointed  Chief  Financial  Officer of the  registrant  effective
February 28, 2005. The  registrant  has not entered into an employment  contract
with Mr.  Bercoon,  who will serve at the  discretion of the Board of Directors.
Mr. Bercoon currently  receives $5,500 per month from Farequest  Holdings,  Inc.
for  services  he  renders  as  Vice  Chairman  of  Farequest.   Any  change  in
compensation  will be  determined  by the Board of  Directors  and  Compensation
Committee.

         Mr.  Bercoon  previously  served as Vice  Chairman and Chief  Financial
Officer for J&C  Nationwide,  Inc., a physician  staffing  company from November
2002 - February 14, 2005.  Mr.  William  Goldstein,  the Company's  Chairman was
Chairman and CEO of J&C  Nationwide,  Inc.  prior to its sale.  Mr.  Bercoon was
General  Counsel of J&C Nationwide from January 1,  2002-November  2002. For the
period September  1998-December  2001, Mr. Bercoon was a Managing Member,  Chief
Operating Officer and Chief Financial Officer of Vision Building Systems, LLC, a
Florida-based modular building dealer. Mr. Bercoon has been a director of Mixson
Corporation,  a Florida base  manufacturer  of law  enforcement  products  since
November 1998.  Mr. Bercoon has also been a director of LA Digital Post,  Inc. a
Los  Angeles  based  company in the post  production  editing  equipment  rental
business since September 2003, a company  controlled by William  Goldstein.  Mr.
Bercoon began his career as an attorney with a Chicago law firm currently  known
as Katten, Muchin, Zavis & Rosenman.


         A copy of the press release is attached as an Exhibit hereto.

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

Exhibit           Description
-------           -----------

99.1              Press Release dated March 1, 2005.


<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated: March 1, 2005

                                          RCG COMPANIES INCORPORATED


                                          By: /s/ Marc E. Bercoon
                                              ------------------------
                                              Marc E. Bercoon
                                              Chief Financial Officer
{"company-data": {"conformed-name": "RCG COMPANIES INC", "cik": "0000722839", "assigned-sic": "6552", "irs-number": "232265039", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08662", "film-number": "05651486"}, "business-address": {"street1": "6836 MORRISON BOULEVARD", "street2": "SUITE 200", "city": "CHARLOTTE", "state": "NC", "zip": "28211", "phone": "7043665054"}, "mail-address": {"street1": "6836 MORRISON BLVD", "street2": "SUITE 200", "city": "CHARLOTTE", "state": "NC", "zip": "28211"}, "former-company": [{"former-conformed-name": "ERESOURCE CAPITAL GROUP INC", "date-changed": "20001113"}, {"former-conformed-name": "FLIGHTSERV COM", "date-changed": "19990716"}, {"former-conformed-name": "PROACTIVE TECHNOLOGIES INC", "date-changed": "19950921"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) FEBRUARY 28, 2005

                           RCG COMPANIES INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                       1-8662                   23-2265039
(State or other jurisdiction    (Commission File Number)        (IRS Employer
     of incorporation)                                       Identification No.)

     6836 MORRISON BLVD., STE. 200, CHARLOTTE,
                   NORTH CAROLINA                                    28211
     (Address of principal executive offices)                     (Zip Code)

                                 (704) 366-5054
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF PRINCIPAL OFFICERS

         On February 28, 2005, the registrant announced that its Chief Financial
Officer,  William W. Hodge,  has expressed his intention to leave the company to
pursue other business opportunities.

         Also announced on February 28, 2005 by the registrant, Marc E. Bercoon,
44, has been  appointed  Chief  Financial  Officer of the  registrant  effective
February 28, 2005. The  registrant  has not entered into an employment  contract
with Mr.  Bercoon,  who will serve at the  discretion of the Board of Directors.
Mr. Bercoon currently  receives $5,500 per month from Farequest  Holdings,  Inc.
for  services  he  renders  as  Vice  Chairman  of  Farequest.   Any  change  in
compensation  will be  determined  by the Board of  Directors  and  Compensation
Committee.

         Mr.  Bercoon  previously  served as Vice  Chairman and Chief  Financial
Officer for J&C  Nationwide,  Inc., a physician  staffing  company from November
2002 - February 14, 2005.  Mr.  William  Goldstein,  the Company's  Chairman was
Chairman and CEO of J&C  Nationwide,  Inc.  prior to its sale.  Mr.  Bercoon was
General  Counsel of J&C Nationwide from January 1,  2002-November  2002. For the
period September  1998-December  2001, Mr. Bercoon was a Managing Member,  Chief
Operating Officer and Chief Financial Officer of Vision Building Systems, LLC, a
Florida-based modular building dealer. Mr. Bercoon has been a director of Mixson
Corporation,  a Florida base  manufacturer  of law  enforcement  products  since
November 1998.  Mr. Bercoon has also been a director of LA Digital Post,  Inc. a
Los  Angeles  based  company in the post  production  editing  equipment  rental
business since September 2003, a company  controlled by William  Goldstein.  Mr.
Bercoon began his career as an attorney with a Chicago law firm currently  known
as Katten, Muchin, Zavis & Rosenman.

         A copy of the press release is attached as an Exhibit hereto.

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

Exhibit           Description
-------           -----------

99.1              Press Release dated March 1, 2005.
SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated: March 1, 2005

                                          RCG COMPANIES INCORPORATED

                                          By: /s/ Marc E. Bercoon
                                              ------------------------
                                              Marc E. Bercoon
                                              Chief Financial Officer