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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
MAY 14, 2008
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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 the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12(b) 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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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Information included in this Current Report on Form 8-K may contain
statements which constitute forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, both as amended. Those statements include statements
regarding our intent, belief or current expectations. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those projected in the forward-looking statements. Such
risks and uncertainties include, among other things, our ability to face stiff
competition, profitably manage our business, the financial strength of our
customers, the continued acceptance of our existing and new products by our
existing and new customers, the risks of foreign manufacturing, competitive and
economic factors in the textile and apparel markets, the availability of raw
materials, the ability to manage growth, weather-related delays, dependence on
key personnel, general economic conditions, global manufacturing costs and
restrictions, and other risks and uncertainties that may be detailed herein, or
from time to time in our other filings made with the Securities and Exchange
Commission.
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING
On May 14, 2008, the Registrant received notification from the Nasdaq
Listing Qualifications Department (the "Department") that the Registrant had not
regained compliance with the minimum $1.00 per share requirement for continued
inclusion on the Nasdaq Capital Market under Marketplace Rule 4310(c)(4), and
that unless the Registrant requested an appeal of the Department's
determination, trading in the Registrant's common stock will be suspended at the
open of business on May 23, 2008, and a Form 25-NSE will be filed with the
Securities and Exchange Commission which will remove the Registrant's securities
from listing and registration on The Nasdaq Stock Market.
In addition, the Department notified the Registrant that the
Registrant's disclosure to the Department, pursuant to a conversation on May 14,
2008, that it does not believe it will be able to demonstrate compliance with
the minimum stockholders' equity requirement (under Marketplace Rule
4310(c)(3)(A)) for the period ended March 31, 2008, serves as an additional
basis for delisting the Registrant's securities from The Nasdaq Stock Market.
The Registrant intends to appeal the Department's determination to the
Nasdaq Listing Qualifications Panel (the "Panel") by 4:00 p.m. Eastern Time on
May 21, 2008, and to request an oral hearing pursuant to the procedures set
forth in the 4800 series of the Marketplace Rules. The hearing request will stay
the suspension of the Registrant's securities and the filing of the Form 25-NSE
pending the Panel's decision.
On May 20, 2008, the Registrant issued a press release announcing its
receipt of the Department's notification. A copy of the press release is being
furnished as Exhibit 99.1 to this report and is incorporated herein by
reference.
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ITEM 8.01 OTHER EVENTS
On May 19, 2008, the Audit Committee of the Registrant's Board of
Directors (the "Audit Committee") determined that the Registrant's audited
financial statements for the year ended December 31, 2007, and the unaudited
financial statements for certain of the fiscal quarters therein, may need to be
restated due to potential accounting errors in the Registrant's related party
accounts. The Audit Committee has commenced a review of these potential errors
and is working with the Registrant's recently hired Chief Financial Officer to
conclude the review as quickly as possible. The effect of any potention
restatement on the Registrant's previously issued financial statements for 2007
is currently unknown.
The Registrant will delay the filing of its quarterly report on Form
10-Q for the fiscal quarter ended March 31, 2008 until such time as the
potential restatement matters are resolved.
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 May 20,
2008.
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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: May 20, 2008 By: /s/ Eric Hohl
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Eric Hohl
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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99.1 Press Release issued by the Registrant on May 20, 2008.
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