X0202 3 2005-02-01 0 0000722839 RCG COMPANIES INC RCG 0001219593 GOLDSTEIN WILLIAM A 1150 HAMMOND DR. SUITE A 1200 NORCROSS GA 30328 1 0 1 0 Common Stock 6527669 D Pursuant to the merger of WTI Acquisition, Inc., a wholly owned subsidiary of RCG, with and into Farequest Holdings, Inc. of which Mr. Goldstein is a holder of 819,030 shares of Farequest common stock, Mr. Goldstein has the right to receive RCG Common Stock, RCG Series B Preferred Stock, Contingent Shares and Promissory Notes issuable in exchange for his Farequest shares and any warrants. It is estimated that Mr. Goldstein's Farequest shares will convert into an estimated 1,556,157 RCG Common and 497,151 RCG Preferred Series B. The RCG Series B Preferred may be converted 1:10 or into 4,971,512 RCG Common. WILLIAM A. GOLDSTEIN 2005-02-18