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: March 31, 2005
[ ] 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
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Former Name if Applicable
6836 Morrison Blvd., Suite 200
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Address of Principal Executive Office (Street and Number)
Charlotte, NC 28211
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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 March 31, 2005 within the prescribed time period because of the
integration of the recent acquisitions of Farequest Holdings, Inc. and
OneTravel, Inc.; 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 March
31, 2005 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) Marc E. Bercoon (Area Code) 770 (Telephone Number)730-2860
(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
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, based upon the
Company's preliminary calculations, it is anticipated that the results of
operations for the quarter ended March 31, 2005 will show a loss in the range of
$2.5-3.5 million greater than the reported loss of $8.2 million for the same
period in 2004.
RCG Companies Incorporated
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date May 16, 2005 By /s/ Marc E. Bercoon
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Marc E. Bercoon, President
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).