8-K

                       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) AUGUST 17, 2004
                        --------------------------------

                           RCG COMPANIES INCORPORATED
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             (Exact name of registrant as specified in its charter)

         Delaware                     1-8662                  23-2265039
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(State or other jurisdiction     (Commission File            (IRS Employer
 or incorporation)                    Number)             Identification No.)

         6836 Morrison Blvd., Suite 200, Charlotte, North Carolina 28211
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          (Address of principal executive offices, including zip code)

Registrant's telephone number, including area code            (704) 366-5054
                                                   -----------------------------


          (Former name or former address, if changed since last report)



Item  5. Regulation FD Disclosure.

      On August 17, 2004, the Company issued a press release announcing that the
agreement to acquire Response Personnel, Inc., RPI Professional Alternatives,
Inc., RPI Services, Inc., Response Medical Staffing of Connecticut, Inc., and
Response Medical Staffing of New Jersey, Inc. was terminated. A copy of the
press release is filed as an exhibit herewith.

Item  7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (a) Exhibits:

         99.1 Press Release dated August 17, 2004



                                   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.

                                       RCG COMPANIES INCORPORATED

                                       By: /s/ Michael Pruitt
                                          --------------------------------------
                                            Name: Michael Pruitt
                                            Its: Chief Executive Officer

Dated:  August 18, 2004

EX-99.1

           RCG COMPANIES ANNOUNCES TERMINATION OF PLANNED ACQUISITION

CHARLOTTE,  N.C. - AUGUST 17,  2004 - RCG  Companies  Incorporated  (Amex:  RCG)
announced  today  that  it  has  terminated  the  previously  announced  planned
acquisition of Response Personnel,  Inc., RPI Professional  Alternatives,  Inc.,
RPI Services, Inc., Response Medical Staffing of Connecticut,  Inc. and Response
Medical Staffing of New Jersey, Inc. (collectively, "RPI").

RCG  Companies  plans to focus its  future  growth and  acquisition  initiatives
within the leisure travel and entertainment industry.

Commenting on the announcement, Michael D. Pruitt, CEO of RCG Companies, stated,
"The planned  acquisition was terminated due to recent stock market  conditions.
Whereas we  consider  the  timing of the  recent  stock  market  pullback  to be
unfortunate,  we are simply  unwilling  to issue  shares of RCG stock at current
levels to raise the capital that is required to close this transaction."

ABOUT RCG COMPANIES INCORPORATED

RCG Companies  Incorporated  (www.rcgcompanies.com)  is focused on delivering to
its  shareholders  rapidly growing,  relatively  low-risk  revenues,  along with
increasing  earnings  per share.  The majority of RCG's  revenues are  currently
derived from its wholly  owned travel  service  organization,  Flightserv  Inc.,
which delivers  leisure and vacation  travel  packages under the SunTrips(R) and
Vacation  Express(R)  brands,  together  making  Flightserv  one of the  largest
leisure travel tour operators in the United States.  RCG is also involved in the
technology  services  sector,  through its wholly owned software and information
technology services segment, Logisoft Corp.

Statements in this news release about  anticipated or expected future revenue or
growth  or  expressions  of future  goals or  objectives,  including  statements
regarding  whether  current plans to grow and strengthen the Company's  existing
network will be  implemented or  accomplished,  are  forward-looking  statements
within the meaning of Section 21E of the  Securities  Exchange  Act of 1934,  as
amended.  All  forward-looking   statements  in  this  release  are  based  upon
information available to the Company on the date of this release.

Any  forward-looking  statements involve risks and uncertainties,  including the
risk that the Company will be unable to grow or strengthen  its network due to a
lack of capital or an inability to identify acquisition  candidates and that the
Company may not realize anticipated cost savings or revenue growth opportunities
associated  with  restructuring  certain  operational  and  financial  policies,
procedures,  and  contracts  of  Vacation  Express and  SunTrips.  Additionally,
forward-looking  statements concerning the performance of the travel and leisure
industry are based on current market  conditions and risks,  which may change as
the result of certain  regulatory,  political  or  economic  events,  a shift in
consumer travel preferences,  as well as those risks and uncertainties described
in the Company's filings with the Securities and Exchange Commission, that could
cause actual events or results to differ  materially  from the events or results
described  in  the  forward-looking  statements,  whether  as a  result  of  new
information,  future  events or  otherwise.  Readers are  cautioned not to place
undue reliance on these forward-looking statements.

INVESTOR CONTACT:
Robert B. Prag, President
The Del Mar Consulting Group, Inc.
(858) 794-9500
bprag@delmarconsulting.com