SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.

                                    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):
                      November 17, 2003 (October 17, 2003)

                           RCG Companies Incorporated
             (Exact name of registrant as specified in its charter)



                                    Delaware
                                     1-8662
                 (State or other jurisdiction of incorporation)
                            (Commission File Number)




                                   23-2265039
                      (IRS Employer Identification Number)


               6836 Morrison Blvd., Suite 200, Charlotte, NC 28211
               (Address of principal executive offices) (Zip Code)


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ITEM 2.  ACQUISITION

On October 31, 2003, VE Holdings,  Inc.  ("Vacation  Express") and SunTrips Inc.
("SunTrips"),  both  wholly-owned  subsidiaries  of MyTravel USA Holdings,  Inc.
("MyTravel"  or the  "Seller"),  entered  into an  amended  and  restated  Asset
Purchase  Agreement  ("Asset  Purchase"  or "Sale")  with FS Tours,  Inc. and FS
SunTours,  Inc.,  collectively  the  ("Purchaser" or the  "Company"),  which are
wholly-owned direct subsidiaries of Flightserv, Inc. ("Flightserv"),  which is a
wholly-owned indirect subsidiary of RCG Companies  Incorporated,  formerly known
as eResource Capital Group, Inc. ("RCG").

Under  the terms of the asset  purchase  agreement,  the  Company  will  acquire
substantially  all of  the  assets  and  liabilities  of  Vacation  Express  and
SunTrips,  except for certain  excluded items,  in exchange for $12 million,  of
which  $10  million  was  in the  form  of a  seven-year  promissory  note  from
Flightserv  secured by certain RCG  investment  holdings,  and $2 million in the
form of a working capital deficit.

In conjunction  with the Asset  Purchase,  the Company entered into a three-year
agreement with MyTravel Canada Holidays,  Inc. ("MyTravel Canada"),  for certain
services, including the purchasing of hotel accommodations for the Company on an
exclusive basis.  MyTravel Canada will be paid  approximately  $4.5 million over
three years under this agreement.
Additionally,  the Company was required to obtain replacement  letters of credit
in the aggregate principal amount of $3 million.
With the closing of these  acquisitions,  SunTrips  and  Vacation  Express will
continue to operate from their current locations,  with FS Tours and FS SunTours
assuming  operational  control. Air and hotel vacation packages will continue to
be marketed and sold under the SunTrips and Vacation Express brands.

ITEM 5.  OTHER EVENTS

On October 31, 2003,  RCG  completed a  $4,000,000  private  placement  offering
("Private  Placement")  of RCG common stock to a group of private  institutional
investors  ("Investors").  The offering was made  pursuant to  Regulation D. RCG
issued 2,500,000 common shares at $1.60 per share. RCG has granted  registration
rights to the Investors.

In  connection  with the  Private  Placement,  RCG issued  3-year  common  stock
warrants,  which are exercisable six months from closing,  to purchase 2,500,000
common  shares of RCG common stock.  The common stock  warrants have an exercise
price of $2.48 per,  which was 110% of the closing bid price of RCG common stock
at the closing date. Additionally,  the common stock warrants have anti-dilution
provisions.

In connection with the Private Placement  transaction,  RCG paid a $280,000 cash
commission and issued 200,000 RCG 5-year common stock warrants to its investment
bank,  HPC Capital  Management  ("HPC").  Additionally,  RCG paid legal fees and
expenses incurred in connection with the transaction.

The summary of the Asset  Purchase  and  Private  Placement  described  above is
qualified in its entirety by reference to the Asset  Purchase  Agreement,  Stock
Purchase  Agreement,  and Common Stock  Purchase  Warrant  Agreement,  which are
attached as exhibits 10.1,  10.2, and 10.3 hereto and  incorporated by reference
herein.


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The foregoing  description  is not a description of all of the material terms of
the transaction.  You should read the documents that are attached as exhibits to
this report for a more complete understanding of the transaction.

This Current Report on Form 8-K contains  forward-looking  statements within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Exchange Act, as amended.  All forward-looking  statements
in this filing are based upon  information  available to the Company on the date
of this release.  The forward-looking  statements contained herein involve risks
and  uncertainties,  including  the  ability of the  Purchaser  to  achieve  the
anticipated benefits of the Asset Purchase.  Actual results and developments may
differ materially from those described in this Report. Readers are cautioned not
to  place  undue  reliance  on  these  forward-looking   statements.   For  more
information  about the Company and risks  arising  when  investing in or holding
shares of the  Company,  investors  are  directed to the  Company's  most recent
filings with the Securities and Exchange Commission.

Item 7.  Financial Statements and Exhibits

         (a)      Not Applicable

         (b)      Pro forma financial  information will be filed by an amendment
                  to this report within the time period required by the rules of
                  the Securities and Exchange Commission.

         (c)      Exhibits

         10.1     Amended and Restated  Asset Purchase  Agreement  dated October
                  31, 2003, by and among FS Tours,  Inc., FS SunTours,  Inc., VE
                  Holdings Inc. and SunTrips Inc.

         10.2     Stock Purchase Agreement dated October 31, 2003

         10.3     Common Stock Purchase Warrant Agreement dated October 31, 2003

         99.1     Press release dated November 3, 2003. The  information in this
                  press release is furnished not filed.

 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Company  has duly  caused  this  Report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

RCG Companies Incorporated

/s/ MICHAEL PRUITT
----------------------------
Michael Pruitt
Date: November 17, 2003
By:  Chief Executive Officer


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                                  EXHIBIT INDEX

10.1     Asset Purchase Agreement dated October 31, 2003, by and among FS Tours,
         Inc., FS SunTours, Inc., VE Holdings, Inc., and SunTrips, Inc.

10.2     Stock Purchase Agreement dated October 31, 2003

10.3     Common Stock Purchase Warrant Agreement dated October 31, 2003

99.1     Press release by RCG Companies Incorporated dated October 31, 2003.

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