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                                  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)

                                  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 21, 2008                   By:    /S/ ERIC HOHL
                                              ---------------------------------
                                              Eric Hohl
                                              Chief Financial Officer


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                                  EXHIBIT INDEX


EXHIBIT
NUMBER            DESCRIPTION OF EXHIBIT
--------          --------------------------------------------------------------

99.1              Press Release issued by the Registrant on July 18, 2008.


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