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 25, 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
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              (Registrant's telephone number, including area code)
 
                                 NOT APPLICABLE
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          (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):
 
|_|   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

ITEM 8.01 OTHER EVENTS

         On February 25, 2005, the Company issued a press release regarding the
filing of the Company's periodic report on Form 10-Q with the U.S. Securities
and Exchange Commission on February 22, 2005, and the scheduling of a conference
call to take place on February 28, 2005.

         A copy of the press release is attached as an Exhibit hereto.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

Exhibit         Description
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99.1            Press Release dated February 25, 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 25, 2005
 
                                RCG COMPANIES INCORPORATED


                                By: /s/ Michael Pruitt
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                                    Michael Pruitt
                                    President