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): April
29, 2006
OneTravel
Holdings, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
|
23-2265039
|
|
(State
or Other Jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
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1200
Lake Hearn Drive, Suite 300, Atlanta Georgia
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30319
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|
(Address
of Principal Executive Offices)
|
(Zip
Code)
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Registrant’s
telephone number, including area code: (404)
256-6620
_________________________________________________________________________________________________
(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))
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Item
2.04
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Triggering
Events That Accelerate or Increase or Increase a
Direct Financial Obligation or an Obligation under
an Off-Balance Sheet
Arrangement
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On
April
1, 2006, the Registrant’s wholly owned subsidiary, Farequest Holdings, Inc.
(“Farequest”),
failed to make a required principal payment to CSDH Holdings, LLC (“CSDH”)
under
Farequest’s Convertible Promissory Note (the “Note”).
As of
May 4, 2006, the Note had an outstanding principal balance of $700,000
and
accrued but unpaid interest of $208,952 for a total amount outstanding
of
$908,952. On April 26, Farequest and the Registrant received a written
notice of
default. CSDH asserts it provided an earlier notice of default, but
Farequest
and the Registrant do not believe an earlier notice was received. Pursuant
to
the Security Agreement dated as of March 27, 2004 between Farequest
and CSDH
(the “Security
Agreement”),
payment under the Note is secured by a first priority lien on all of
the assets
of Farequest.
The
failure to make the required payment under the Note constituted an event of
default under the Security Agreement and the Note. Pursuant to the Note and
the
Security Agreement, at the election of CSDH, which election may be made three
days after Farequest’s receipt of the written notice of default, CSDH may, in
addition to other remedies provided in the Note and the Security Agreement,
declare the entire unpaid principal balance of the Note, and any interest due
thereon, immediately due and payable, and after 10 days notice or demand to
Farequest, shall have the rights of a secured party under the UCC with respect
to the collateral under the Security Agreement, including the right to take
possession of the collateral.
The
summary of the Note and the Security Agreement contained herein is qualified
in
it entirety by reference to the Note and the Security Agreement, which are
filed
as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K
and
are incorporated herein by reference.
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.
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OneTravel Holdings, Inc. |
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By: |
/s/ Marc
E.
Bercoon |
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Marc
E. Bercoon, |
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President |
Dated:
May 5, 2006
Exhibit
Index
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Exhibit
Number
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Description
of Exhibits
|
| |
|
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10.1
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Secured
Convertible Promissory Note dated as of March 27, 2004 between CSDH
Holdings, LLC and Farequest Holdings, Inc.
|
| |
|
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10.2
|
Security Agreement
dated as of March 27, 2004 by and between Farequest Holdings, Inc.
and
CSDH Holdings, Inc. |