March 18, 2005

Ms. Linda Van Doorn
Senior Assistant Chief Accountant
Division of Corporate Finance
Securities and Exchange Commission

Mail Stop 0409
Washington, DC 20549

Re:      RCG Companies Incorporated
         Form 10-K for the year ended June 30, 2004
         Form 10-K/A for the year ended June 30, 2004
         Form 10-Q for the quarter ended September 30, 2004
         File no. 001-8662

Dear Ms. Van Doorn:

We have addressed below each of the staff's comments in your letter of March 10,
2005 (the "Comment Letter").

Form 10-K for the year ended June 30, 2004
Form 10-K/A for the year ended June 30, 2004

Liquidity and Capital Resources, page 18

1.   In response to our prior comments 12 and 13, you indicate that you
     considered the discounted value of the services contract obligation with
     MyTravel Canada of $3.8 million to be part of the purchase consideration.
     Clarify to us the basis for your conclusion under SFAS 141 and why this
     contract is not being accounted for as an executory contract. In addition,
     you indicate that you concluded that the value of the "direct services"
     provided under the contract had a fair value of $700,000. What is the value
     of the service arrangement and relationship in total and if that value
     differs from the $3.8 million, why did the company agree to those terms and
     why is the difference recorded as goodwill?

      RESPONSE: The acquisition allowed our Company to quickly vertically
      integrate its travel segments and own the new entities rather than just
      providing air charter service to them. What was very attractive with this
      acquisition was the seller's willingness to 100% finance the deal. Early
      in the negotiations we offered $12 million in the form of a zero percent
      interest promissory note. The seller, however countered with a different
      structure, splitting the note into two separate instruments, a promissory
      note and a service agreement, to which RCG ultimately agreed. In
      connection with our review of the purchase price allocation, as required
      under SFAS 141, we reviewed the services agreement and found it contained
      a provision that if the agreement was terminated by either party, the
      services provided in the agreement would cease, however the obligation to
      pay the fees and costs would survive and we would continue to pay the fees
      and costs in the same manner as if the services had not ceased.
      Understanding this provision we believed the non-cancelable agreement to
      be very similar to the characteristic of a promissory note.




      As required by SFAS 141, after we had determined the purchase price, we
      had to allocate it to the various assets purchased, both tangible and
      intangible. One of the intangibles was the above service agreement. Since
      we were already in the charter travel business, we had knowledge in and
      relationships with the hotels which the seller would be acting as our
      representative. The value we attributed to this agreement was basically
      the labor and overhead of the personnel necessary to carry on and conduct
      the services, which were valued at $700,000 and is being amortized over
      the life of the agreement.

      After allocating the purchase price to all assets, both tangible and
      intangible, we allocated the excess as required by SFAS 141 to goodwill.

Auditor's Report, page 22

2.   Please confirm to the staff your intention to amend your Form 10-K filing
     for June 30, 2004 to include the report of the accountants that the
     principal accountants were relying upon.

      RESPONSE: We confirm that we will amend our Form 10-K filing for June 30,
      2004 to include the report of the accountants that the principal
      accountants were relying upon.

We believe the Company has addressed all comments of the staff. Please contact
the under signed at (701) 366-5054 if you have questions or further comments.

Very truly yours,

/s/  Marc E. Bercoon

cc:  Joel Mayersohn
     Mark Nelson
     Michael Pruitt