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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)
JULY 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)
(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 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(b))
[_] 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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING
On July 14, 2008, the Registrant received notification from the Nasdaq
Listing Qualifications Department (the "Department") that consistent with
Marketplace Rules 4350(c)(1) (requiring a majority of the members of the
Registrant's board directors to be independent directors (as defined in
Marketplace Rule 4200)) and 4350(d)(4) (requiring the Registrant to have and
certify that it has and will continue to have an audit committee of at least
three members, each of whom must be an independent director (as defined in
Marketplace Rule 4200)), the Nasdaq Stock Market will provide the Registrant
with a cure period to regain compliance with the rules as follows:
o Until the earlier of the Registrant's next annual shareholders
meeting or July 7, 2009; or
o If the next annual shareholders meeting is held before January
5, 2009, then the Registrant must evidence compliance no later
than January 5, 2009.
The Registrant received the notification from the Department in
response to the resignation of Keith B. Hall from the Registrant's board of
directors.
On July 18, 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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS.
99.1 Press Release issued by the Registrant on July 18,
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: July 18, 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 July 18, 2008.
4