8-K

                                  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 11, 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
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   (State or other jurisdiction   (Commission File Number)   (IRS Employer
        of incorporation)                                   Identification No.)


     6836 MORRISON BLVD., STE. 200, CHARLOTTE,
                   NORTH CAROLINA                               28211
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     (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)


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):

|_|   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))




ITEM 7.01 REGULATION FD DISCLOSURE

         This Current Report on Form 8-K and the press release incorporated by
reference herein are furnished by RCG Companies Incorporated (the "Company")
pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes
of Section 15 of the Securities Exchange Act of 1934.

         On February 11, 2005, the Company issued a press release regarding its
entry into an agreement to acquire 100% of the outstanding capital stock of
OneTravel, Inc., and its initial closing of a private placement of convertible
debentures.

         In addition to financial measures calculated in accordance with
generally accepted accounting principles in the United States ("GAAP"), the
press release contains non-GAAP financial measures regarding the "gross
bookings" of OneTravel, Inc. The "gross bookings" figure set forth in the press
release represents the retail value of fares charged to customers as compared to
net amounts retained from such sales. The Company has adopted the net method for
revenue recognition as suggested by the Emerging Issues Task Force 99-19. The
Company believes that such non-GAAP financial measures are useful to investors
because they provide an alternative method for assessing OneTravel, Inc.'s
operations. The Company's management uses these non-GAAP financial measures for
the same purpose.

         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 11, 2005.




                                   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 11, 2005

                                        RCG COMPANIES INCORPORATED


                                        By: /s/ Michael Pruitt
                                            ----------------------------------
                                            Michael Pruitt
                                            President

EX-99.1

                                                                    EXHIBIT 99.1



                    RCG Companies To Acquire OneTravel, Inc.

Charlotte, NC - February 11, 2005 - RCG Companies Incorporated (AMEX: RCG), a
diversified travel and leisure company, announced today that it has entered into
an agreement to acquire 100% of the outstanding stock of OneTravel, Inc.
(www.onetravel.com). RCG operates SunTrips(R) (www.suntrips.com), one of the
largest leisure-travel tour operations in the United States, and
1-800-CHEAPSEATS (www.1800cheapseats.com), a full service online and offline
travel company.

OneTravel is a privately held provider of online and offline discount travel
products and services, offering its customers the ability to search for and book
a full range of travel products. OneTravel also has proprietary dynamic
packaging search engine technology that allows its customers to customize their
own vacations by combining air, hotel and land options.

OneTravel operates a direct-to-consumer business through a variety of Web sites.
In addition to OneTravel.com, it operates 11thHour.com, CheapSeats.com and
DiscountHotels.com. OneTravel also provides technology solutions and support
services that enable other businesses to operate in the online travel arena.
Through OneTravel's long-standing partner program, OneTravel has developed
turnkey solutions for organizations such as The Travel Channel, Sam's Club and
SideStep. OneTravel generated gross bookings of approximately $94 million in
2004 from all operations, which accounts for approximately $8.2 million of
revenue under generally accepted accounting principles.

The terms of the acquisition provide for a total purchase price of $25.5
million, with $2.5 million paid as a deposit at signing, $10.5 million paid in
cash at closing and $12.5 million paid in the form of a six-month convertible
promissory note. The note is convertible into common stock of RCG, subject to
shareholder approval. The conversion price will be determined on the closing of
the transaction, but will be no greater than $2.25 per share. RCG has the right
to extend the maturity of the convertible note by up to six months upon payment
of an extension fee to the note-holders. RCG and OneTravel expect the
transaction to close within 30-60 days.

Commenting on the announcement, RCG Chairman, William Goldstein, stated, "The
OneTravel acquisition adds a variety of assets to the RCG arsenal in addition to
the additional bookings and customer base. In total, we will now have in excess
of 2 million opt-in registered users across all brands. OneTravel has an
excellent management team with great experience in online and offline travel.
OneTravel's technology will enhance RCG's ability to provide a faster and more
robust offering across all of the RCG business lines and brands. In addition,
OneTravel's dynamic packaging technology will allow RCG to more quickly address
one of the hottest topics in the online travel space today. Although we are
still integrating the RCG/1-800-CHEAPSEATS merger, we feel the long-term
benefits from the combination of RCG/1-800-CHEAPSEATS and OneTravel greatly
outweigh the additional planning associated with integrating a third company
within RCG. This acquisition puts RCG in a position to achieve in excess of $300
million in gross bookings for the twelve months post closing, and we believe
that following the implementation of the growth opportunities we see through
cross-selling and dynamic packaging, our bookings will increase substantially
from the combination of SunTrips, 1-800-CHEAPSEATS and OneTravel. Although gross
bookings do not at all equate to revenue under generally accepted accounting
principles, gross bookings are an important measuring stick in our industry."

President and Chief Financial Officer of OneTravel, Inc., Philip Ferri, stated,
"We are very excited about the acquisition and becoming an integral part of RCG.
Our management team is looking forward to working with Will and the RCG team. We
believe that the combination of RCG and OneTravel will create a strong platform
for growth in the online travel market and provide significant value to the
company's shareholders, customers and partners."




RCG Companies Incorporated
February 11, 2005
Page 2 of 2

Libra Securities, LLC acted as financial advisor for OneTravel in connection
with the sale.

RCG also announced that it has completed a convertible debenture offering, which
provided the necessary financing to fund the OneTravel deposit plus additional
working capital for the Company. The net proceeds of the financing were
approximately $5.6 million, the details of which are reflected in the Company's
8-K filing.

HPC Capital Management of Atlanta, Georgia, was the placement agent for the
financing.

About RCG Companies Incorporated
RCG Companies Incorporated (www.rcgcompanies.com) derives a majority of its
revenues from its travel business subsidiaries, Flightserv, Inc., which delivers
leisure and vacation travel packages under the SunTrips(R) brand, and Farequest
Holdings, Inc., which is a leading online and offline provider of a full range
of travel services operating under the name 1-800-CHEAPSEATS. RCG's other wholly
owned subsidiary, Logisoft Corp., operates in the software and information
technology services sector.
Investor Contact:

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

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, to fully or
effectively integrate all business units or an inability to identify acquisition
candidates, and that the Company may not realize anticipated cost savings or
revenue growth opportunities associated with the recent acquisition of Farequest
or the pending acquisition of One Travel, if it closes the OneTravel
transaction. RCG must raise additional capital to close the acquisition of
OneTravel. If RCG is unable to close the OneTravel acquisition, the Company may
forfeit the deposit. 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.