UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 1-8662
CUSIP Number ________
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form 10D |_| Form N-SAR |_| Form N-CSR
For Period Ended: June 30, 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:_____________________
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Read Attached Instruction Sheet 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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
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Full Name of Registrant: OneTravel Holdings, Inc.
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Former Name if Applicable RCG Companies Incorporated
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Address of Principal Executive Office (Street and Number):
5775 Peachtree Dunwoody Rd
Building G,
Suite 300
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City, State and Zip Code: Atlanta, GA 30346
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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.)
| (a) The reasons described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense;
| (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form
| N-CSR, or portion thereof, will be filed on or before the
|X| | fifteenth calendar day following the prescribed due date; or
| the subject quarterly report or transition report on Form 10-Q
| or subject distribution report on Form 10-D, 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,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed period.
The subject annual report on Form 10-K for the fiscal year ended June 20,
2005 could not be filed without unreasonable effort or expense because the
Company has not yet resolved certain financial disclosure issues in connection
with the integration of the recent acquisitions of Farequest Holdings, Inc. and
OneTravel, Inc., including valuation issues arising from the Farequest Holdings
transaction.
The Company intends to file its annual report on Form 10-K on or before
the 15th calendar day following the prescribed due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Marc Bercoon 770 730 2860
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities and 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). |_| Yes |X| No
On May 16, 2005, the Company filed a Form 12b-25 with respect to its
Quarterly Report on Form 10-Q for the period ending March 30, 2005. The
Company subsequently filed the subject Quarterly Report on Form 10-Q on
May 23, 2005.
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On February 14, 2005, the Company filed a Form 12b-25 with respect to its
Quarterly Report on Form 10-Q for the period ending December 31, 2004. The
Company subsequently filed the subject Quarterly Report on Form 10-Q on
February 22, 2005.
On November 16, 2004, the Company filed a Form 12b-25 with respect to its
Quarterly Report on Form 10-Q for the period ending September 30, 2004.
The Company subsequently filed the subject Quarterly Report on Form 10-Q
on November 22, 2004.
On September 28, 2004, the Company filed a Form 12b-25 with respect to
it's Annual Report on Form 10-K for the fiscal year ending June 30, 2004.
The Company subsequently filed the subject Annual Report on Form 10-K on
October 13, 2004.
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(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.
OneTravel Holdings, Inc.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: September 28, 2005 By: /s/ Philip A. Ferri
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Philip A. Ferri, Chief Financial Officer
ONETRAVEL HOLDINGS, INC.
Form 12b-25 With Respect to Annual Report
on Form 10-K for Fiscal Year Ended June 30, 2005
PART III
A 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 Company's Annual Report on Form 10-K for the fiscal year ended June 30,
2005. The operations of the Company have changed significantly in the past
fiscal year due to the recent acquisitions of Farequest Holdings, Inc. and
OneTravel, Inc. and the sale of FS Tours, Inc d/b/a Vacation Express and
Logisoft Corp. The inability to file timely could not be eliminated without
unreasonable effort or expense.
The Company's management believes that any attempts to estimate the effects of
these changes on the earnings statements to be included in the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 2005 at this time would
be speculative and misleading.