UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25
                             SEC FILE NUMBER 1-8662
                             CUSIP NUMBER 749328100

                           NOTIFICATION OF LATE FILING

(Check One):  [ ] Form 10-K  [ ] Form 20-F  [ ] Form 11-K [X] Form 10-Q
              [ ] Form N-SAR

For Period Ended: September 30, 2004
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________

      Read Instruction (on back page) Before Preparing Form. Please Print or
      Type.

      Nothing in this form shall be construed to imply that the Commission has
      verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

PART I -- REGISTRANT INFORMATION

                           RCG Companies Incorporated
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                             Full Name of Registrant

- --------------------------------------------------------------------------------
                            Former Name if Applicable

                         6836 Morrison Blvd., Suite 200
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            Address of Principal Executive Office (Street and Number)

                               Charlotte, NC 28211
- --------------------------------------------------------------------------------
                            City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X]   (a) The reasons described in reasonable detail in Part III of this form
      could not be eliminated without unreasonable effort or expense;

[X]   (b) The subject annual report, semi-annual report, transition report on
      Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
      filed on or before the fifteenth calendar day following the prescribed due
      date; or the subject quarterly report or transition report on Form 10-Q,
      or portion thereof will be filed on or before the fifth calendar day
      following the prescribed due date; and


|_|  (c) The accountant's statement or other exhibit required by Rule
      12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.

The Registrant is unable to file its Quarterly Report on Form 10-Q for the
Quarter ended September 30, 2004 within the prescribed time period because of
recent system upgrades; the review of the quarterly financials will not be
completed within the prescribed time period without unreasonable effort or
expense. The Registrant believes at this time that its Form 10-Q for the Quarter
ended September 30, 2004 will be filed within the grace period provided for
under Rule 12-b-25.

(Attach Extra Sheets if Needed)



PART IV-- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

 (Name)William W. Hodge  (Area Code)704   (Telephone Number)366-5054

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes [ ] No

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? [X]
Yes [ ] No

                                       2


If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

Although the exact results have not been determined at this time, the results of
operations for the quarter ended September 30, 2004 will show a loss
substantially larger than the amount reported for the same period in 2003. The
anticipated increased loss primarily results from the inclusion of losses
related to the October 2003 acquisition of two travel-related companies, which
are seasonal in nature.

                           RCG Companies Incorporated
                  ---------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date November 15, 2004                   By   /s/ William W. Hodge
                                         ---------------------------------------
                                         William W. Hodge,
                                         Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

      Intentional misstatements or omissions of fact constitute Federal Criminal
      Violations (See 18 U.S.C. 1001).