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

                                  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 13, 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 5.01   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF PRINCIPAL OFFICERS

         RCG Companies  Incorporated (the "Company") has agreed to the following
terms of  employment  with its executive  officers.  William A.  Goldstein,  the
Company's Chairman of the Board and Chief Executive  Officer,  has agreed to the
following  terms:  (i) a two year term commencing  February 1, 2005, (ii) a base
salary of $280,000 in year one and $350,000 in year two, (iii)  2,000,000  stock
options, 500,000 of which vest upon the shareholder's meeting with the remaining
1,500,000 vesting 33% per year (accelerated in the event of termination  without
cause or change in control),  (iv) standard fringe benefits,  and (v) a 12 month
severance in the event of termination without cause or non-renewal.

         Marc  Bercoon,  the  Company's  President,  has agreed to the following
terms of employment:  (i) a two year term commencing  March 1, 2005, (ii) a base
salary of $200,000 in year one and $240,000 in year two, (iii)  1,000,000  stock
options, 250,000 of which vest upon the shareholder's meeting with the remaining
750,000 vesting 33% per year  (accelerated  in the event of termination  without
cause or change in control),  (iv) standard fringe benefits,  and (v) a 12 month
severance in the event of termination without cause or non-renewal.

         Phil  Ferri,  the  Company's  Chief  Financial  Officer,  agreed to the
following  terms of  employment:  (i) a one year  term,  (ii) a base  salary  of
$192,800, (iii) 750,000 stock options vesting 33% per year, (iv) standard fringe
benefits, and (v) a 12 month severance in the event of termination without cause
or non-renewal.

         Mike Pruitt, the Company's Vice Chairman,  had an employment  agreement
with the Company,  which terminated May 1, 2005. Severance payments in the total
amount of $180,000  will be paid over the 12-month  period  commencing  with the
termination of the contract. Mr. Pruitt will also receive 325,000 stock options,
which will vest upon the shareholder's meeting.

         Melinda Morris Zanoni,  the Company's  Executive Vice  President,  will
continue to operate under her existing employment agreement with the Company. In
addition, she will receive a $40,000 bonus and 375,000 stock options, which will
vest upon the shareholder's meeting.

         Steve Pello, the Company's  Executive Vice President,  will continue to
operate under his existing  employment  agreement with the Company,  which has a
one-year  term. In addition to his salary of $175,000,  he will receive  500,000
stock options,  which will vest 33% per year, and will be entitled to a 12-month
severance in the event of termination without cause or non-renewal.

         Henry Wang, the Company's Chief Information  Officer,  will continue to
operate under his existing  employment  agreement with the Company,  which has a
one-year  term.  In addition to his salary of $150,000 per year, he will receive
500,000 stock options,  which will vest 33% per year, and he will be entitled to
a 12-month severance in the event of termination without cause or non-renewal.

         Each  director  of the  Company  will  receive a one time  issuance  of
150,000 stock  options,  33% of which will vest upon the  shareholder's  meeting
with the balance of the  options  vesting  50% per year  thereafter  (subject to
immediate vesting in the event of a change of control).

         Once the  foregoing  employment  agreements  have  been  finalized  and
executed they will be filed as exhibits to an amendment to this Form 8-K.


                                       1
<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 18, 2005

                                                RCG COMPANIES INCORPORATED


                                                By: /s/ William A. Goldstein
                                                    --------------------------
                                                    William A. Goldstein
                                                    Chief Executive Officer


                                       2
{"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": "05840260"}, "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 13, 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 5.01   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF PRINCIPAL OFFICERS

         RCG Companies  Incorporated (the "Company") has agreed to the following
terms of  employment  with its executive  officers.  William A.  Goldstein,  the
Company's Chairman of the Board and Chief Executive  Officer,  has agreed to the
following  terms:  (i) a two year term commencing  February 1, 2005, (ii) a base
salary of $280,000 in year one and $350,000 in year two, (iii)  2,000,000  stock
options, 500,000 of which vest upon the shareholder's meeting with the remaining
1,500,000 vesting 33% per year (accelerated in the event of termination  without
cause or change in control),  (iv) standard fringe benefits,  and (v) a 12 month
severance in the event of termination without cause or non-renewal.

         Marc  Bercoon,  the  Company's  President,  has agreed to the following
terms of employment:  (i) a two year term commencing  March 1, 2005, (ii) a base
salary of $200,000 in year one and $240,000 in year two, (iii)  1,000,000  stock
options, 250,000 of which vest upon the shareholder's meeting with the remaining
750,000 vesting 33% per year  (accelerated  in the event of termination  without
cause or change in control),  (iv) standard fringe benefits,  and (v) a 12 month
severance in the event of termination without cause or non-renewal.

         Phil  Ferri,  the  Company's  Chief  Financial  Officer,  agreed to the
following  terms of  employment:  (i) a one year  term,  (ii) a base  salary  of
$192,800, (iii) 750,000 stock options vesting 33% per year, (iv) standard fringe
benefits, and (v) a 12 month severance in the event of termination without cause
or non-renewal.

         Mike Pruitt, the Company's Vice Chairman,  had an employment  agreement
with the Company,  which terminated May 1, 2005. Severance payments in the total
amount of $180,000  will be paid over the 12-month  period  commencing  with the
termination of the contract. Mr. Pruitt will also receive 325,000 stock options,
which will vest upon the shareholder's meeting.

         Melinda Morris Zanoni,  the Company's  Executive Vice  President,  will
continue to operate under her existing employment agreement with the Company. In
addition, she will receive a $40,000 bonus and 375,000 stock options, which will
vest upon the shareholder's meeting.

         Steve Pello, the Company's  Executive Vice President,  will continue to
operate under his existing  employment  agreement with the Company,  which has a
one-year  term. In addition to his salary of $175,000,  he will receive  500,000
stock options,  which will vest 33% per year, and will be entitled to a 12-month
severance in the event of termination without cause or non-renewal.

         Henry Wang, the Company's Chief Information  Officer,  will continue to
operate under his existing  employment  agreement with the Company,  which has a
one-year  term.  In addition to his salary of $150,000 per year, he will receive
500,000 stock options,  which will vest 33% per year, and he will be entitled to
a 12-month severance in the event of termination without cause or non-renewal.

         Each  director  of the  Company  will  receive a one time  issuance  of
150,000 stock  options,  33% of which will vest upon the  shareholder's  meeting
with the balance of the  options  vesting  50% per year  thereafter  (subject to
immediate vesting in the event of a change of control).

         Once the  foregoing  employment  agreements  have  been  finalized  and
executed they will be filed as exhibits to an amendment to this Form 8-K.

                                       1
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 18, 2005

                                                RCG COMPANIES INCORPORATED

                                                By: /s/ William A. Goldstein
                                                    --------------------------
                                                    William A. Goldstein
                                                    Chief Executive Officer

                                       2