8-K

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

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                                    FORM 8-K

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                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) FEBRUARY 2, 2005

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                           RCG COMPANIES INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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         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)

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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):

|X|   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))

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ITEM 7.01. REGULATION FD DISCLOSURE

      On February 2, 2005, RCG issued a press release  announcing the closing of
the merger of its wholly owned subsidiary, WTI Acquisition,  Inc., with and into
Farequest Holdings,  Inc. A copy of the press release is furnished as an exhibit
herewith.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

Exhibit           Description
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99.1              Press Release dated February 2, 2005


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                                   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: February 2, 2005

                                        RCG COMPANIES INCORPORATED


                                        By: /s/ Michael Pruitt
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                                           Michael Pruitt
                                           President


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                                INDEX TO EXHIBITS

EXHIBIT NO.     DESCRIPTION
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99.1            Press Release dated February 2, 2005

EX-99

                                                                    Exhibit 99.1

                                     [LOGO]

              RCG Companies Closes Acquisition of 1-800-CHEAPSEATS

Charlotte, NC - February 2, 2005 - RCG Companies Incorporated (AMEX: RCG), one
of the largest leisure-travel tour operators in the United States, announced
today that it has completed its acquisition of 100% of the outstanding shares of
stock of Farequest Holdings, Inc., which owns and operates one of the leading
online travel companies, 1-800-CHEAPSEATS (www.1800cheapseats.com). The
transaction was first announced when the parties entered into a definitive
agreement on November 30, 2004.

RCG currently owns SunTrips(R) (www.suntrips.com), one of the largest leisure
tour operators in the United States. The acquisition transforms RCG from a
predominantly offline tour operator into a full-service online and offline
travel company. The combination of RCG's established tour operations with
1800cheapseats.com's discount airfares, large online customer base, and online
reservation technology, positions RCG to be a force in the online travel
industry.

1800cheapseats.com currently has more than 700,000 opt-in online subscribers.
Approximately 70% of 1800cheapseats.com's business is generated online.

1800cheapseats.com will serve as an additional sale and distribution outlet for
RCG's leisure tours, complementing RCG's historical distribution through its
network of independent travel agents throughout the United States.
1800cheapseats.com will also have the opportunity to expand its own operations
by being able to package RCG's hotel inventory with 1800cheapseats.com's
existing air travel contracts.

The terms of the original definitive agreement provided for RCG to issue that
number of shares of RCG common stock that would have resulted in the
shareholders of Farequest owning approximately 45% of RCG's outstanding common
stock at closing. Approximately $6 million of the purchase price was to be paid
through the issuance of a one-year promissory note convertible into shares of
RCG stock, at RCG's option, at $2 per share. This original structure also
required the approval of RCG's stockholders.

In order to expedite the closing, the stock portion of the consideration was
restructured to provide for the Farequest stockholders to receive 19.9% of the
total outstanding common stock of RCG, plus preferred stock that is convertible
into that number of common stock shares that upon conversion would provide
Farequest stockholders 45% of RCG's outstanding common stock, in the aggregate,
based upon the current number of shares outstanding. The preferred stock issued
to Farequest stockholders will be automatically converted upon RCG stockholder
approval (which will be solicited in RCG's forthcoming proxy statement in
connection with its annual meeting) and a registration statement for the
additional shares becoming effective.




Farequest Holdings' Chairman, Will Goldstein, was named Chairman of RCG upon the
closing. Commenting on the announcement, Mr. Goldstein stated, "This is a very
exciting day for RCG. Since we announced the transaction last December, we have
been anxious to close the deal so we can move forward and take advantage of the
opportunities we believe exist as a result of this merger. Our management team
has been in the field evaluating the operations, so we can effectively integrate
and cross-sell our services. Additionally, through leveraging our technology,
1800cheapseats.com will provide the SunTrips tour business with a national
footprint, as opposed to being locked into select departure cities. We have a
lot of work to do, but we are committed to building this business and becoming a
leader in the online and offline travel industry."

Michael Pruitt, CEO of RCG, commented, "I agree with Will that this is a great
day for RCG. From the moment we were introduced, we knew that RCG and
1800cheapseats.com would make a great combination. The expanded travel offerings
we can now provide to each other's customer base make the merger especially
attractive."

Bryant Park Capital acted as exclusive financial advisor to Farequest Holdings,
Inc. in this transaction.

About RCG Companies Incorporated

RCG Companies Incorporated (www.rcgcompanies.com) derives a majority of its
revenues from its wholly owned travel service segment, Flightserv, Inc., which
delivers leisure and vacation travel packages under the SunTrips(R) brand,
making RCG one of the largest leisure-travel tour operators in the United
States. Farequest Holdings, Inc. will also be operated as a 100% subsidiary of
RCG, along with RCG's wholly owned software and information technology services
unit, 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 business
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 business 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
the acquisition of Farequest Holdings, Inc. The Company is also subject to those
risks and uncertainties described in the Company's filings with the Securities
and Exchange Commission, including the Company's historical losses and negative
cash flow, its need for additional capital and that future financing, if
available, will dilute the Company's current common stockholders. 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, which
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:

Bryan Crutchfield
Director of Investor Relations
(917) 443-9336
crutch@1800cheapseats.com