OTV Onetravel Hlgs

OneTravel Holdings, Inc. (AMEX: OTV), a leading online and offline provider of travel and leisure services announced that it received notice from the American Stock Exchange ("Exchange" or "AMEX") indicating that OTV is not in compliance with the continued listing standards of the Exchange because OTV has failed to file its Form 10-K for the year ended June 30, 2005 with the Securities and Exchange Commission ("SEC"), as set forth in Sections 134 and 1101 of the AMEX Company Guide. This notice was disclosed in the Company's October 21, 2005, 8-K filing. Under the notice, OTV was afforded the opportunity to submit a plan of compliance to the Exchange and on November 2, 2005, OTV presented its plan to the Exchange. On November 4, 2005, the Exchange notified OTV that the Exchange accepted OTV's plan of compliance and granted OTV an extension of time to regain compliance with the continued listing standards. The extension period requires compliance (filing of its Form 10-K) on or before December 12, 2005. OTV will be subject to periodic review by Exchange Staff during the extension period. Failure to make progress consistent with the plan or to regain compliance with the continued listing standards by the end of the extension period could result in OTV being delisted from the American Stock Exchange. OTV has indicated to the Exchange that OTV anticipates filing its Form 10-K in advance of the December 12, 2005 date. Commenting on the Exchange's acceptance of OTV's compliance plan, OTV President Marc Bercoon stated: "We have continued to work diligently with our auditors in order to file our Form 10-K as soon as possible. We have also been in regular contact with the Exchange so that its staff personnel are informed as to our progress and to ensure that our schedule for filing the 10-K will be within the extension period. The delay in filing the Form 10-K is largely the result of the complexity and number of transactions that occurred during the past year and not from any material disagreements with our auditors. Based on our latest discussions with our auditors, we have every confidence that we will file our Form 10-K prior to December 12, 2005, and at all times, maintain the progress required by the Exchange." About OneTravel Holdings, Inc. (AMEX:OTV) OneTravel Holdings, Inc. (www.onetravelholdings.com) derives all of its revenues from its travel business subsidiaries, Farequest Holdings, Inc., operating under the name 1-800-CHEAPSEATS (www.cheapseats.com) and OneTravel, Inc. (www.onetravel.com), both of which are leading online and offline providers of a full range of travel services, and FS SunTours, Inc., which sells leisure and vacation travel packages under the SunTrips(R) brand (www.suntrips.com). The Company derives additional revenue from operating other travel related web sites including www.discounthotels.com and www.11thhour.com. Statements in this news release about anticipated or expected future revenue or shareholder value growth or expressions of future goals or objectives, including statements regarding market conditions or whether current plans to grow and strengthen the Company's business will be implemented or accomplished, are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. When used in this release and documents, the words "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Company or its management, are intended to identify such forward-looking statements, but are not the exclusive means of identifying these statements. All forward-looking statements in this release are based upon information available to the Company on the date of this release. Any forward-looking statements involve risks and uncertainties, including the risk that the Company will be unable to grow or strengthen its business due to a lack of capital or a change in market demand for its products and services or to fully or effectively integrate all business units or the inability to realize anticipated cost savings or revenue and stockholder value growth opportunities associated with the acquisitions of Farequest Holdings, Inc. and OneTravel, Inc. The Company has previously mentioned in conference calls that gross bookings are not equal to gross revenues under generally accepted accounting principles, so no inference can be made about profitability based on gross bookings unless expressly stated by the Company. There is also no certainty that the Company will be successful in its quest to secure strategic alliances or its efforts to close the sale of the SunTrips business. The Company is also subject to those risks and uncertainties described in the Company's filings with the U.S. Securities and Exchange Commission ("SEC"), including the Company's historical losses and negative cash flow, its need for additional capital, including to finance the $12,500,000 promissory notes payable to the former stockholders of OneTravel, Inc., and that future financing, if available, will dilute the Company's current common stockholders. The Company is also subject to increased risk from the leverage arising under the Company's $12,500,000 of 9% secured convertible debentures. Additionally, forward-looking statements concerning the performance of the travel and leisure industry are based on current market conditions and risks, which may change as the result of certain regulatory, political, or economic events, a shift in consumer travel preferences, as well as those risks and uncertainties described in the Company's SEC filings, which could cause actual events or results to differ materially from the events or results described in the forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements. For a complete description of the items approved at the annual stockholder's meeting, the Company's proxy statement is available for viewing in the Company's SEC filings.