form8-k.htm
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 4, 2008
____________________________

Blue Holdings, Inc.
(Exact name of registrant as specified in charter)

Nevada
(State or other Jurisdiction of Incorporation or Organization)

000-33297
  
88-0450923
 (Commission File Number)
  
(IRS Employer Identification No.)
     
 
5804 E. Slauson Ave., Commerce, CA 90040
  
 
(Address of Principal Executive
 
 
Offices and zip code)
  

(323) 725-5555
(Registrant’s telephone
number, including area code)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Information included in this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  This information may involve known and unknown risks, uncertainties and other factors which may cause Blue Holdings’ actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements.  Forward-looking statements, which involve assumptions and describe Blue Holdings’ future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.  Forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass.  Blue Holdings’ actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.  Except as required by applicable laws, Blue Holdings undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Item 2.02
Results of Operations and Financial Condition
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 7.01
Regulation FD Disclosure

On April 4, 2008, Blue Holdings, Inc. issued a press release announcing preliminary financial results for the quarter and fiscal year ended December 31, 2007, updating guidance for the first quarter of fiscal 2008, and introducing guidance for fiscal 2008.  A copy of the press release is being furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Effective April 15, 2008, Larry Jacobs will resign as the Registrant’s Chief Financial Officer.

The information in this report regarding Items 2.02 and 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.

Section 9 - Financial Statements and Exhibits

Item 9.01   
Financial Statements and Exhibits.

 
(a)
Financial statements of business acquired.  None.

 
(b)
Pro forma financial information.  None.

 
(c)
Shell Company Transactions.  None.

 
(d)
Exhibits.

 
99.1
Press Release issued by the Registrant on April 4, 2008.

 
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, Blue Holdings, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 Blue Holdings, Inc.
     
     
Date:  April 4, 2008
By:
/s/ Glenn S. Palmer
   
Glenn S. Palmer
   
Chief Executive Officer and President

 
 
 
 
EXHIBIT INDEX

Exhibit Number
  
Description of Exhibit
     
 
Press Release issued by the Registrant on April 4, 2008.