================================================================================
                                 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) May 16, 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 7.01 Regulation FD Disclosure

<PAGE>

      On May 16, 2005,  the Company  issued a press  release with respect to the
Company's  gross  travel  bookings  for the month of April 2005 and three months
ended April 2005.

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

Item 9.01. Financial Statements and Exhibits

Exhibits

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

99          Press Release dated May 16, 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: May 16, 2005

                                    RCG COMPANIES INCORPORATED


                                    By:  /s/ Marc E. Bercoon
                                       -----------------------------------------
                                          Marc E. Bercoon
                                          President
{"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": "05837220"}, "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) May 16, 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 7.01 Regulation FD Disclosure
On May 16, 2005,  the Company  issued a press  release with respect to the
Company's  gross  travel  bookings  for the month of April 2005 and three months
ended April 2005.

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

Item 9.01. Financial Statements and Exhibits

Exhibits

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

99          Press Release dated May 16, 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: May 16, 2005

                                    RCG COMPANIES INCORPORATED

                                    By:  /s/ Marc E. Bercoon
                                       -----------------------------------------
                                          Marc E. Bercoon
                                          President