================================================================================

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

                               -----------------

                                    FORM 8-K

                               -----------------

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of report (Date of earliest event reported):    October 21, 2005

                               -----------------

                            ONETRAVEL HOLDINGS, INC.
             (Exact Name of Registrant as Specified in its Charter)

                               -----------------

          Delaware                       1-8662                  23-2265039
(State or Other Jurisdiction           (Commission              (IRS Employer
      of Incorporation)               File Number)           Identification No.)

       5775 Peachtree Dunwoody Road
           Building G, Suite 300
             Atlanta, Georgia                                        30346
 (Address of Principal Executive Offices)                         (Zip Code)

Registrant's telephone number, including area code:  (770) 730-2860

       6836 Morrison Boulevard, Suite 200, Charlotte, North Carolina 28211
       -------------------------------------------------------------------
          (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))
<PAGE>

Item 1.01.      Entry into a Material Definitive Agreement.

Item 2.03.      Creation of a Direct Financial Obligation or an Obligation under
                an Off-Balance Sheet Arrangement of a Registrant.

Item 3.02.      Unregistered Sale of Equity Securities.

On October 21, 2005,  OneTravel  Holdings,  Inc. (the "Company")  entered into a
Securities  Purchase  Agreement  with  institutional  investors  for  a  private
placement  of 9% Secured  Convertible  Debentures  due  October  21, 2008 in the
aggregate principal amount of $12,500,000,  (the  "Debentures"),  and associated
common stock purchase warrants (the "Warrants") to purchase  1,960,784 shares of
the Company's common stock based upon an initial exercise price of $2.55.  Gross
proceeds  received by the Company for the sale of the  Debentures  and  Warrants
were $11,904,763 which were reduced by total commissions of $595,237.

The  Debentures  will be issued  with an initial  conversion  price of $2.55 per
share and  provide  for full  ratchet  anti-dilution  protection,  provided  the
exercise  price will not be below $ 2.50 unless  shareholder  approval  has been
obtained.  At the initial  conversion price, the Debentures are convertible into
an aggregate of 4,901,960  shares of common stock.  The Debentures bear interest
at 9% per annum,  payable  semi-annually  on January 1 and July 1.  Interest  is
payable in cash or, at the Company's  option, in shares of common stock provided
certain conditions are satisfied.

The  Debentures  may be redeemed at the election of the Company at a price equal
to  125%  of  the  principal  amount,  plus  accrued  interest,  subject  to the
satisfaction of certain  conditions.  Upon the occurrence of a change of control
or  fundamental  transaction  as set forth in the  Debentures,  the  holders may
require  the  Company to redeem the  Debentures  at a price equal to 125% of the
principal amount, plus accrued interest,  subject to the satisfaction of certain
conditions.

The purchasers of the  Debentures are granted a security  interest in the assets
of the Company and in the assets of two of the Company's subsidiaries, Farequest
Holdings, Inc. and OneTravel, Inc. (the "Subsidiary Guarantors"), subject to the
liens of  holders  of  existing  indebtedness,  permitted  liens  and  permitted
indebtedness.  Additionally,  the  Subsidiaries  have  agreed to  guarantee  the
obligations  of the  Company  under the  Debentures  and the  other  transaction
documents.

The Warrants  will be issued with an initial  exercise  price of $2.55 per share
and provide for full  ratchet  anti-dilution  protection,  provided the exercise
price will not be below $2.50 unless shareholder approval has been obtained.  At
the initial  exercise  price,  the Warrants are  exercisable for an aggregate of
1,960,784 shares of common stock, and if fully exercised for cash at the initial
exercise price, the Warrants would yield approximately  $4,999,999 of additional
proceeds to the Company.

The  Warrants  may be called and  cancelled  at the election of the Company , if
certain  conditions  have  been  met,  including  the  VWAP (as  defined  in the
Warrants)  of the  Company's  common stock having been over 200% of the exercise
price  for 20  consecutive  trading  days.  In  connection  with  a  fundamental
transaction  (as defined in the  Warrant),  the  Warrants may also be called and
cancelled  at a price  equal  to the  value of the  Warrants  as  determined  in
accordance  with  the  Black-Scholes  option  pricing  formula,  subject  to the
satisfaction of certain conditions.
<PAGE>

The Company has agreed to file a registration  statement with the Securities and
Exchange  Commission in order to register the resale of the shares issuable upon
conversion  of the  Debentures  and the shares  issuable  upon  exercise  of the
Warrants.

The  holders  may not convert the  Debentures  or exercise  the  warrants to the
extent that, after giving effect to such conversion or exercise, as the case may
be, the holder would beneficially own in excess of 4.99% of the number of shares
of common stock of the company  outstanding  immediately  after giving effect to
such  conversion,  calculated in accordance with Section 13(d) of the Securities
Exchange  Act of 1934,  as amended,  and the rules and  regulations  promulgated
thereunder.

The Company  intends to use  approximately  $1,000,000 of the proceeds from this
issuance for the repayment, without interest or other payment,  of interim
loans  provided  to the Company by its  Chairman  and Chief  Executive  Officer,
William A.  Goldstein.  The Company expects to use the remainder of the proceeds
from this issuance to pay interest on its  indebtedness  and for general working
capital purposes.

The  transaction was approved by the Company's Board of Directors on October 19,
2005. The offering, sale and issuance of the Debentures and the Warrants will be
effected  pursuant  to the  exemption  from  registration  provided  by Rule 506
promulgated  under the  Securities  Act of 1933, as amended.  The Debentures and
Warrants have not been registered  under the Securities Act of 1933, as amended,
and may not be offered or sold in the United  States absent  registration  or an
applicable exemption from registration requirements.

This summary  description  of the Securities  and  transaction  described by the
agreements  does not purport to be complete  and is qualified in its entirety by
reference to the form of the  agreements  and other  documents that are filed as
exhibits hereto.

The press release  issued by the  Registrant on October 24, 2005 with respect to
the transaction is filed herewith as Exhibit 99.1.
<PAGE>

Item 9.01.        Financial Statements and Exhibits.

         (d)               Exhibits.

         Exhibit No.       Description
         -----------       -----------

         4.1               Form of Debenture

         4.2               Form of Warrant

         10.1              Securities Purchase Agreement dated October 21, 2005
                           among the Company and the purchasers identified on
                           the signature pages thereto

         10.2              Registration Rights Agreement dated October 21, 2005
                           among the Company and the purchasers signatory
                           thereto

         10.3              Escrow Agreement dated October 21, 2005 among the
                           Company, the Escrow Agent named therein and the
                           purchasers signatory thereto

         10.4              Security Agreement dated October 21, 2005 among the
                           Company, each of the Subsidiary Guarantors and the
                           purchasers signatory thereto

         10.5              Subsidiary Guarantee dated October 21, 2005 by each
                           of the Subsidiary Guarantors.

         99.1              Press Release issued October 24, 2005
<PAGE>

                                   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:   October 24, 2005

                                       ONETRAVEL HOLDINGS, INC.

                                       By: /s/ Marc E. Bercoon
                                           -------------------------------------
                                           Marc E. Bercoon,
                                           President
<PAGE>

                                  Exhibit Index
                                  -------------

         Exhibit No.       Description
         -----------       -----------

         4.1               Form of Debenture

         4.2               Form of Warrant

         10.1              Securities Purchase Agreement dated October 21, 2005
                           among the Company and the purchasers identified on
                           the signature pages thereto

         10.2              Registration Rights Agreement dated October 21, 2005
                           among the Company and the purchasers signatory
                           thereto

         10.3              Escrow Agreement dated October 21, 2005 among the
                           Company, the Escrow Agent named therein and the
                           purchasers signatory thereto

         10.4              Security Agreement dated October 21, 2005 among the
                           Company, each of the Subsidiary Guarantors and the
                           purchasers signatory thereto

         10.5              Subsidiary Guarantee dated October 21, 2005 by each
                           of the Subsidiary Guarantors.

         99.1              Press Release issued October 24, 2005
{"company-data": {"conformed-name": "OneTravel Holdings, Inc.", "cik": "0000722839", "assigned-sic": "6552", "irs-number": "232265039", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08662", "film-number": "051150934"}, "business-address": {"street1": "1150 HAMMOND DR NE STE C3200", "city": "ATLANTA", "state": "2Q", "zip": "30328-8143", "phone": "(404) 531-0432"}, "mail-address": {"street1": "1150 HAMMOND DR NE STE C3200", "city": "ATLANTA", "state": "2Q", "zip": "30328-8143"}, "former-company": [{"former-conformed-name": "RCG Companies INC", "date-changed": "20050526"}, {"former-conformed-name": "RCG COMPANIES INC", "date-changed": "20031223"}, {"former-conformed-name": "ERESOURCE CAPITAL GROUP INC", "date-changed": "20001113"}]}
================================================================================

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

                               -----------------

                                    FORM 8-K

                               -----------------

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of report (Date of earliest event reported):    October 21, 2005

                               -----------------

                            ONETRAVEL HOLDINGS, INC.
             (Exact Name of Registrant as Specified in its Charter)

                               -----------------

          Delaware                       1-8662                  23-2265039
(State or Other Jurisdiction           (Commission              (IRS Employer
      of Incorporation)               File Number)           Identification No.)

       5775 Peachtree Dunwoody Road
           Building G, Suite 300
             Atlanta, Georgia                                        30346
 (Address of Principal Executive Offices)                         (Zip Code)

Registrant's telephone number, including area code:  (770) 730-2860

       6836 Morrison Boulevard, Suite 200, Charlotte, North Carolina 28211
       -------------------------------------------------------------------
          (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 1.01.      Entry into a Material Definitive Agreement.

Item 2.03.      Creation of a Direct Financial Obligation or an Obligation under
                an Off-Balance Sheet Arrangement of a Registrant.

Item 3.02.      Unregistered Sale of Equity Securities.

On October 21, 2005,  OneTravel  Holdings,  Inc. (the "Company")  entered into a
Securities  Purchase  Agreement  with  institutional  investors  for  a  private
placement  of 9% Secured  Convertible  Debentures  due  October  21, 2008 in the
aggregate principal amount of $12,500,000,  (the  "Debentures"),  and associated
common stock purchase warrants (the "Warrants") to purchase  1,960,784 shares of
the Company's common stock based upon an initial exercise price of $2.55.  Gross
proceeds  received by the Company for the sale of the  Debentures  and  Warrants
were $11,904,763 which were reduced by total commissions of $595,237.

The  Debentures  will be issued  with an initial  conversion  price of $2.55 per
share and  provide  for full  ratchet  anti-dilution  protection,  provided  the
exercise  price will not be below $ 2.50 unless  shareholder  approval  has been
obtained.  At the initial  conversion price, the Debentures are convertible into
an aggregate of 4,901,960  shares of common stock.  The Debentures bear interest
at 9% per annum,  payable  semi-annually  on January 1 and July 1.  Interest  is
payable in cash or, at the Company's  option, in shares of common stock provided
certain conditions are satisfied.

The  Debentures  may be redeemed at the election of the Company at a price equal
to  125%  of  the  principal  amount,  plus  accrued  interest,  subject  to the
satisfaction of certain  conditions.  Upon the occurrence of a change of control
or  fundamental  transaction  as set forth in the  Debentures,  the  holders may
require  the  Company to redeem the  Debentures  at a price equal to 125% of the
principal amount, plus accrued interest,  subject to the satisfaction of certain
conditions.

The purchasers of the  Debentures are granted a security  interest in the assets
of the Company and in the assets of two of the Company's subsidiaries, Farequest
Holdings, Inc. and OneTravel, Inc. (the "Subsidiary Guarantors"), subject to the
liens of  holders  of  existing  indebtedness,  permitted  liens  and  permitted
indebtedness.  Additionally,  the  Subsidiaries  have  agreed to  guarantee  the
obligations  of the  Company  under the  Debentures  and the  other  transaction
documents.

The Warrants  will be issued with an initial  exercise  price of $2.55 per share
and provide for full  ratchet  anti-dilution  protection,  provided the exercise
price will not be below $2.50 unless shareholder approval has been obtained.  At
the initial  exercise  price,  the Warrants are  exercisable for an aggregate of
1,960,784 shares of common stock, and if fully exercised for cash at the initial
exercise price, the Warrants would yield approximately  $4,999,999 of additional
proceeds to the Company.

The  Warrants  may be called and  cancelled  at the election of the Company , if
certain  conditions  have  been  met,  including  the  VWAP (as  defined  in the
Warrants)  of the  Company's  common stock having been over 200% of the exercise
price  for 20  consecutive  trading  days.  In  connection  with  a  fundamental
transaction  (as defined in the  Warrant),  the  Warrants may also be called and
cancelled  at a price  equal  to the  value of the  Warrants  as  determined  in
accordance  with  the  Black-Scholes  option  pricing  formula,  subject  to the
satisfaction of certain conditions.
The Company has agreed to file a registration  statement with the Securities and
Exchange  Commission in order to register the resale of the shares issuable upon
conversion  of the  Debentures  and the shares  issuable  upon  exercise  of the
Warrants.

The  holders  may not convert the  Debentures  or exercise  the  warrants to the
extent that, after giving effect to such conversion or exercise, as the case may
be, the holder would beneficially own in excess of 4.99% of the number of shares
of common stock of the company  outstanding  immediately  after giving effect to
such  conversion,  calculated in accordance with Section 13(d) of the Securities
Exchange  Act of 1934,  as amended,  and the rules and  regulations  promulgated
thereunder.

The Company  intends to use  approximately  $1,000,000 of the proceeds from this
issuance for the repayment, without interest or other payment,  of interim
loans  provided  to the Company by its  Chairman  and Chief  Executive  Officer,
William A.  Goldstein.  The Company expects to use the remainder of the proceeds
from this issuance to pay interest on its  indebtedness  and for general working
capital purposes.

The  transaction was approved by the Company's Board of Directors on October 19,
2005. The offering, sale and issuance of the Debentures and the Warrants will be
effected  pursuant  to the  exemption  from  registration  provided  by Rule 506
promulgated  under the  Securities  Act of 1933, as amended.  The Debentures and
Warrants have not been registered  under the Securities Act of 1933, as amended,
and may not be offered or sold in the United  States absent  registration  or an
applicable exemption from registration requirements.

This summary  description  of the Securities  and  transaction  described by the
agreements  does not purport to be complete  and is qualified in its entirety by
reference to the form of the  agreements  and other  documents that are filed as
exhibits hereto.

The press release  issued by the  Registrant on October 24, 2005 with respect to
the transaction is filed herewith as Exhibit 99.1.
Item 9.01.        Financial Statements and Exhibits.

         (d)               Exhibits.

         Exhibit No.       Description
         -----------       -----------

         4.1               Form of Debenture

         4.2               Form of Warrant

         10.1              Securities Purchase Agreement dated October 21, 2005
                           among the Company and the purchasers identified on
                           the signature pages thereto

         10.2              Registration Rights Agreement dated October 21, 2005
                           among the Company and the purchasers signatory
                           thereto

         10.3              Escrow Agreement dated October 21, 2005 among the
                           Company, the Escrow Agent named therein and the
                           purchasers signatory thereto

         10.4              Security Agreement dated October 21, 2005 among the
                           Company, each of the Subsidiary Guarantors and the
                           purchasers signatory thereto

         10.5              Subsidiary Guarantee dated October 21, 2005 by each
                           of the Subsidiary Guarantors.

         99.1              Press Release issued October 24, 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:   October 24, 2005

                                       ONETRAVEL HOLDINGS, INC.

                                       By: /s/ Marc E. Bercoon
                                           -------------------------------------
                                           Marc E. Bercoon,
                                           President
Exhibit Index
                                  -------------

         Exhibit No.       Description
         -----------       -----------

         4.1               Form of Debenture

         4.2               Form of Warrant

         10.1              Securities Purchase Agreement dated October 21, 2005
                           among the Company and the purchasers identified on
                           the signature pages thereto

         10.2              Registration Rights Agreement dated October 21, 2005
                           among the Company and the purchasers signatory
                           thereto

         10.3              Escrow Agreement dated October 21, 2005 among the
                           Company, the Escrow Agent named therein and the
                           purchasers signatory thereto

         10.4              Security Agreement dated October 21, 2005 among the
                           Company, each of the Subsidiary Guarantors and the
                           purchasers signatory thereto

         10.5              Subsidiary Guarantee dated October 21, 2005 by each
                           of the Subsidiary Guarantors.

         99.1              Press Release issued October 24, 2005