Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  ATTKISSON RONALD L
 2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2005		 3. Issuer Name and Ticker or Trading Symbol
OneTravel Holdings, Inc. [RCG]
(Last)
(First)
(Middle)
2839 PACES FERRY ROAD SE, SUITE 320		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ATLANTA, GA 30339-5769		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (1) 02/01/2005 12/10/2009 Common Stock; Preferred Stock; Note 669,480 $ 1,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ATTKISSON RONALD L
2839 PACES FERRY ROAD SE
SUITE 320
ATLANTA, GA 30339-5769		   X      

Signatures

/s/ Ronald L. Attkisson 06/23/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Pursuant to the merger of WTI Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of RCG Companies Incorporated, with and into Farequest Holdings, Inc., a Delaware subsidiary of which Mr. Attkisson was an officer and holder of 84,000 warrants, Mr. Attkisson's warrant shall be revised to provide that his outstanding warrants shall only be exercisable for the aggregate per share merger consideration including the shares of RCG Common Stock, Contingent Shares and a pro rata interest in the proceeds of the Promissory Note. Assuming all warrant holders convert, it is estimated that Mr. Attkisson's warrants will convert into an estimated 159,000 RCG Common and 50,988 Series B Preferred. The Series B Preferred may be converted 1:10 or into RCG 509,880 Common.

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