================================================================================

                                  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) APRIL 14, 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)


          (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):

|X|   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 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

ITEM 3.02.  UNREGISTERED SALES OF EQUITY SECURITIES.

On April 14, 2005, RCG Companies  Incorporated (the  "Registrant")  entered into
and closed a Securities Purchase Agreement with 12 institutional investors for a
private placement of Series C Convertible  Preferred Stock totaling $31,110,165,
and  associated  warrants.  Total  proceeds  after  offering  expenses  will  be
approximately $27,128,946.

The convertible preferred stock does not bear a stated annual dividend,  subject
to approval by the Registrant's stockholders and The American Stock Exchange, is
convertible into shares of the Registrant's common stock at $0.55 per share, and
if not  converted  will  be  mandatorily  redeemable  one  year  from  issuance.
Investors  will also receive  warrants to purchase an  aggregate  of  26,019,401
shares of the  Registrant's  common stock, at an initial exercise price of $0.55
per share, exercisable  until the date that is 5 years after the issuance date.
The  exercise of the  warrants is also  subject to approval of the  Registrant's
stockholders.  If  fully  exercised,  the  warrants  would  yield  approximately
$14,000,000 of additional proceeds to the Registrant. The Registrant also agreed
with the investors to recommend a one for ten reverse stock split be approved by
its  stockholders,  and in the event such split is effected the conversion price
of the  convertible  preferred stock will be adjusted to the market value of the
stock if lower than the split  adjusted  conversion  price.  The  Registrant has
agreed  to file a  registration  statement  with  the  Securities  and  Exchange
Commission  in  order  to  register  the  resale  of the  shares  issuable  upon
conversion  of the  convertible  preferred  stock and the shares  issuable  upon
exercise of the warrants. Stockholders representing 31.4% of the outstanding and
issued  common  stock  of the  Registrant  have  agreed  to vote in favor of the
conversion  of the  Series C  Convertible  Stock  and the  exercisablity  of the
warrants at a meeting of the  Registrant's  stockholders  called to consider the
matter.

The  Registrant  also  obtained the waiver and  agreement,  contingent  upon the
closing of this placement, of holders of certain of the Registrant's outstanding
Warrants and the  Registrant's  Series A Preferred Stock. The Registrant and the
holders of the  Registrant's  Warrants  and the Series A Preferred  Stock issued
under the Securities Purchase Agreements each dated October 2003,  September 13,
2004 and February 8, 2005 agreed, subject to approval of the Registrant's common
stockholders as may be required by the rules of The American Stock Exchange,  to
permanently  reset the exercise price of the Warrants and the Series A Preferred
Stock as follows:  (1) the Warrants issued under the October,  2003 and February
8, 2005 Securities  Purchase  Agreements are permanently reset to $0.55, and are
not subject to further anti-dilution adjustments;  (2) the Warrants issued under
the September 13, 2004 Securities  Purchase  Agreement are permanently  reset to
$1.00,  and are not subject to further  anti-dilution  adjustments;  and (3) the
conversion price of the Series A Preferred Stock is permanently  reset to $0.55,
except  that it will be  reset  to the same  conversion  price  of the  Series C
Convertible  Preferred Stock if the Series C conversion price is reset following
the one for ten reverse  stock split,  but is not  otherwise  subject to further
ant-dilution protection.

In  conjunction  with  the  placement,   the  Registrant  redeemed  all  of  its
outstanding  convertible  debentures  issued  in  February  2005  for  aggregate
consideration  of $8,765,570.  The Registrant  also redeemed its $1,098,500 note
issued in January 2005. Remaining proceeds of the placement will be used to

<PAGE>

finance the previously  announced planned acquisition of 100% of the outstanding
stock of OneTravel, Inc. and for general working capital.

The transaction was approved by the Registrant's  Board of Directors on April 6,
2005.  The shares of  convertible  preferred  stock and warrants  will be issued
pursuant to the  exemption  from  registration  provided by Section  4(2) of the
Securities Act of 1933, as amended.

This summary  description of the placement  described by the agreements does not
purport to be complete and is qualified in its entirety by reference to the form
of the agreements and other documents that are filed as Exhibits hereto.

The press  release  issued by the  Registrant  on April 14, 2005 relating to the
placement is filed herewith as Exhibit 99.1

<PAGE>

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

   4.1      Certificate of Designations of Series C Convertible Preferred Stock

  10.1      Securities Purchase Agreement dated April 14, 2005 among the
            Registrant and the investors identified on the signature pages
            thereto

  10.2      Form of Warrant

  10.3      Registration Rights Agreement dated April 14, 2005 among the
            Registrant and the Investors signatory thereto

  10.4      Agreement and Waiver of Holders of Series A Preferred Stock

  99.1      Press Release issued April 14, 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: April 14, 2005

                                                RCG COMPANIES INCORPORATED


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

<PAGE>

                                  Exhibit Index
                                  -------------

   4.1      Certificate of Designations of Series C Convertible Preferred Stock

  10.1      Securities Purchase Agreement dated April 14, 2005 among the
            Registrant and the investors identified on the signature pages
            thereto

  10.2      Form of Warrant

  10.3      Registration Rights Agreement dated April 14, 2005 among the
            Registrant and the Investors signatory thereto

  10.4      Agreement and Waiver of Holders of Series A Preferred Stock

  99.1      Press Release issued April 14, 2005
{"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": "05752850"}, "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) APRIL 14, 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)

          (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):

|X|   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 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

ITEM 3.02.  UNREGISTERED SALES OF EQUITY SECURITIES.

On April 14, 2005, RCG Companies  Incorporated (the  "Registrant")  entered into
and closed a Securities Purchase Agreement with 12 institutional investors for a
private placement of Series C Convertible  Preferred Stock totaling $31,110,165,
and  associated  warrants.  Total  proceeds  after  offering  expenses  will  be
approximately $27,128,946.

The convertible preferred stock does not bear a stated annual dividend,  subject
to approval by the Registrant's stockholders and The American Stock Exchange, is
convertible into shares of the Registrant's common stock at $0.55 per share, and
if not  converted  will  be  mandatorily  redeemable  one  year  from  issuance.
Investors  will also receive  warrants to purchase an  aggregate  of  26,019,401
shares of the  Registrant's  common stock, at an initial exercise price of $0.55
per share, exercisable  until the date that is 5 years after the issuance date.
The  exercise of the  warrants is also  subject to approval of the  Registrant's
stockholders.  If  fully  exercised,  the  warrants  would  yield  approximately
$14,000,000 of additional proceeds to the Registrant. The Registrant also agreed
with the investors to recommend a one for ten reverse stock split be approved by
its  stockholders,  and in the event such split is effected the conversion price
of the  convertible  preferred stock will be adjusted to the market value of the
stock if lower than the split  adjusted  conversion  price.  The  Registrant has
agreed  to file a  registration  statement  with  the  Securities  and  Exchange
Commission  in  order  to  register  the  resale  of the  shares  issuable  upon
conversion  of the  convertible  preferred  stock and the shares  issuable  upon
exercise of the warrants. Stockholders representing 31.4% of the outstanding and
issued  common  stock  of the  Registrant  have  agreed  to vote in favor of the
conversion  of the  Series C  Convertible  Stock  and the  exercisablity  of the
warrants at a meeting of the  Registrant's  stockholders  called to consider the
matter.

The  Registrant  also  obtained the waiver and  agreement,  contingent  upon the
closing of this placement, of holders of certain of the Registrant's outstanding
Warrants and the  Registrant's  Series A Preferred Stock. The Registrant and the
holders of the  Registrant's  Warrants  and the Series A Preferred  Stock issued
under the Securities Purchase Agreements each dated October 2003,  September 13,
2004 and February 8, 2005 agreed, subject to approval of the Registrant's common
stockholders as may be required by the rules of The American Stock Exchange,  to
permanently  reset the exercise price of the Warrants and the Series A Preferred
Stock as follows:  (1) the Warrants issued under the October,  2003 and February
8, 2005 Securities  Purchase  Agreements are permanently reset to $0.55, and are
not subject to further anti-dilution adjustments;  (2) the Warrants issued under
the September 13, 2004 Securities  Purchase  Agreement are permanently  reset to
$1.00,  and are not subject to further  anti-dilution  adjustments;  and (3) the
conversion price of the Series A Preferred Stock is permanently  reset to $0.55,
except  that it will be  reset  to the same  conversion  price  of the  Series C
Convertible  Preferred Stock if the Series C conversion price is reset following
the one for ten reverse  stock split,  but is not  otherwise  subject to further
ant-dilution protection.

In  conjunction  with  the  placement,   the  Registrant  redeemed  all  of  its
outstanding  convertible  debentures  issued  in  February  2005  for  aggregate
consideration  of $8,765,570.  The Registrant  also redeemed its $1,098,500 note
issued in January 2005. Remaining proceeds of the placement will be used to
finance the previously  announced planned acquisition of 100% of the outstanding
stock of OneTravel, Inc. and for general working capital.

The transaction was approved by the Registrant's  Board of Directors on April 6,
2005.  The shares of  convertible  preferred  stock and warrants  will be issued
pursuant to the  exemption  from  registration  provided by Section  4(2) of the
Securities Act of 1933, as amended.

This summary  description of the placement  described by the agreements does not
purport to be complete and is qualified in its entirety by reference to the form
of the agreements and other documents that are filed as Exhibits hereto.

The press  release  issued by the  Registrant  on April 14, 2005 relating to the
placement is filed herewith as Exhibit 99.1
ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

   4.1      Certificate of Designations of Series C Convertible Preferred Stock

  10.1      Securities Purchase Agreement dated April 14, 2005 among the
            Registrant and the investors identified on the signature pages
            thereto

  10.2      Form of Warrant

  10.3      Registration Rights Agreement dated April 14, 2005 among the
            Registrant and the Investors signatory thereto

  10.4      Agreement and Waiver of Holders of Series A Preferred Stock

  99.1      Press Release issued April 14, 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: April 14, 2005

                                                RCG COMPANIES INCORPORATED

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

   4.1      Certificate of Designations of Series C Convertible Preferred Stock

  10.1      Securities Purchase Agreement dated April 14, 2005 among the
            Registrant and the investors identified on the signature pages
            thereto

  10.2      Form of Warrant

  10.3      Registration Rights Agreement dated April 14, 2005 among the
            Registrant and the Investors signatory thereto

  10.4      Agreement and Waiver of Holders of Series A Preferred Stock

  99.1      Press Release issued April 14, 2005