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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)

                                 AUGUST 12, 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.)

                              4901 ZAMBRANO STREET
                               COMMERCE, CA 90040
                         (Address of Principal Executive
                              Offices and zip code)

                                 (323) 726-1913
              (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 2.03         CREATION OF A DIRECT  FINANCIAL  OBLIGATION  OR AN  OBLIGATION
                  UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
ITEM 3.02         UNREGISTERED SALES OF EQUITY SECURITIES

         On July 30, 2008,  the Registrant  entered into an Amendment  Agreement
("Amendment Agreement") to the Securities Purchase Agreement dated March 5, 2008
(the  "Securities  Purchase  Agreement")  with Gemini  Master  Fund,  Ltd.  (the
"Investor").  The Registrant  previously  issued a  thirty-month  senior secured
convertible  note in the principal  amount of $2,000,000 (the "Existing  Note"),
and a  five-year  warrant to  purchase  an  aggregate  of 875,000  shares of the
Registrant's common stock (the "Existing Warrant") under the Securities Purchase
Agreement.  Under the terms of the Amendment  Agreement,  the Registrant and the
Investor agreed, in exchange for the Investor's waiver of certain breaches under
the Existing  Note, to exchange the Existing Note for an amended and restated 8%
senior secured  convertible note ("Amended and Restated Note"),  and to exchange
the Existing Warrant for an amended and restated warrant  ("Amended and Restated
Warrant").  The transactions  contemplated by the Amendment  Agreement closed on
August 12, 2008.

         The Amended and  Restated  Note has an  aggregate  principal  amount of
$2,500,000 and a term of  approximately  thirty months  commencing from March 5,
2008.  The Amended and  Restated  Note  carries  interest at 8% per annum on the
unpaid/unconverted  principal balance, and is secured on a second priority basis
against all of the assets of the Registrant.  One-twenty-fourth of the principal
amount of the Amended and Restated  Note, and accrued but unpaid  interest,  are
due and payable monthly in 24 installments  beginning on October 1, 2008.  These
installment  payments  can be made in cash or  through  the  issuance  of  stock
provided that certain equity conditions (as further set forth in the Amended and
Restated  Note) are met. The Amended and Restated  Note is  convertible,  at the
option of the  Investor  prior to its  maturity,  into  approximately  6,250,000
shares of the  Registrant's  common stock  (subject to adjustment as provided in
the Amended and  Restated  Note,  including  pursuant to economic  anti-dilution
adjustments),   based  on  a   conversion   price  equal  to  $0.40  per  share.
Additionally,  beginning  March 5, 2009, the Registrant can require the Investor
to convert the Amended and Restated Note into shares of the Registrant's  common
stock if the  volume-weighted  average  price  (as  determined  pursuant  to the
Amended and Restated  Note) of the common stock for any 20 out of 30 consecutive
trading days exceeds $0.80 and certain  equity  conditions (as further set forth
in the Amended and Restated Note) are met.

         The Amended and  Restated  Warrant has a term of five years  commencing
from March 5, 2008 and entitles the Investor to initially  purchase an aggregate
of 2,187,500 shares of the  Registrant's  common stock (subject to adjustment as
provided in the Amended and  Restated  Warrant,  including  pursuant to economic
anti-dilution adjustments) at an exercise price of $0.40 per share.

         The Amended and  Restated  Note and the  Amended and  Restated  Warrant
provide  that if the  Registrant  has not  obtained  shareholder  approval,  the
Registrant  may not issue,  upon  conversion  or  exercise  of the  Amended  and
Restated Note and the Amended and Restated Warrant,  as applicable,  a number of
shares of the Registrant's  common stock which,  when aggregated with any shares
of the  Registrant's  common stock issued on or after March 5, 2008 and prior to
expiration  of the Amended and Restated  Warrant and the maturity of the Amended
and  Restated  Note (A) in  connection  with the  conversion  of the Amended and
Restated Note or as payment of principal, interest or liquidated damages, (B) in


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connection  with the  exercise of the Amended and Restated  Warrant,  and (C) in
connection with any warrants issued to any registered  broker-dealer as a fee in
connection  with the  issuance  of the  securities  pursuant  to the  Securities
Purchase  Agreement,  would  exceed  19.99%  of  the  number  of  shares  of the
Registrant's common stock outstanding on March 4, 2008.

         On July 30,  2008,  the  Registrant  obtained  the  written  consent of
holders of a majority  of the  outstanding  shares of the  Registrant's  capital
stock to the transactions contemplated under the Amendment Agreement and intends
to file an information  statement to effectuate the actions  approved therein in
the immediate future.

         The Amended and Restated Note and the Amended and Restated Warrant also
reduced to $0.30 the minimum trading price for the Registrant's  common stock in
connection  with  revisions to one of the equity  conditions  included  therein.
Except for the provisions described above, the terms of the Amended and Restated
Note and Amended and Restated Warrant are the same as those of the Existing Note
and Existing Warrant, respectively.

         Also in connection with the Amendment Agreement, the Registrant and its
previously engaged placement agent agreed, in exchange for the placement agent's
waiver of certain  breaches  under the original note in the principal  amount of
$86,400 issued to the placement agent (the "Agent Note"),  to exchange the Agent
Note for an amended and  restated 8% senior  convertible  note in the  principal
amount of $108,000  (convertible into 270,000 shares of the Registrant's  common
stock at a per share  price of $0.40)  with terms  substantially  similar to the
Amended and  Restated  Note (other than the grant of a security  interest)  (the
"Amended  and  Restated  Agent  Note"),  and to exchange the warrant to purchase
150,000  shares  of the  Registrant's  common  stock  originally  issued  to the
placement   agent,  for  a  new  warrant  to  purchase  244,500  shares  of  the
Registrant's common stock, with terms  substantially  similar to the Amended and
Restated Warrant (the "Amended and Restated Agent Warrant").

         The issuance of the Amended and Restated Note, the Amended and Restated
Warrant,  the Amended and Restated Agent Note and the Amended and Restated Agent
Warrant is intended  to be exempt from  registration  under the  Securities  Act
pursuant to Section  3(a)(9)  thereof,  as such securities were exchanged by the
Registrant with existing security holders exclusively and no commission or other
remuneration  was paid or given  directly  or  indirectly  for  soliciting  such
exchange.  No registration  statement  covering these  securities has been filed
with  the  SEC or  with  any  state  securities  commission  in  respect  of the
transactions contemplated by the Amendment Agreement.

         The transaction documents,  including the Amendment Agreement and forms
of Amended and Restated Note and Amended and Restated Warrant,  were attached to
the Registrant's Current Report on Form 8-K (File No. 000-33297), filed with the
Securities and Exchange Commission on August 4, 2008, as Exhibits 10.1, 10.2 and
10.3, respectively, and are incorporated herein by reference.


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ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

         (d)      EXHIBITS.

                  10.1     Amendment  Agreement  dated  July  30,  2008,  by and
                           between  the  Registrant  and the  parties  signatory
                           thereto. (1)

                  10.2     Form  of  Amended  and  Restated  8%  Senior  Secured
                           Promissory Note. (1)

                  10.3     Form of Amended and Restated Warrant. (1)

(1)      Filed as an  exhibit  to the  Registrant's  Current  Report on Form 8-K
         (File No. 000-33297) filed with the Securities and Exchange  Commission
         on August 4, 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:  August 18, 2008                By:    /S/ ERIC HOHL
                                             ----------------------------------
                                             Eric Hohl, Chief Financial Officer


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                                  EXHIBIT INDEX


EXHIBIT
NUMBER                            DESCRIPTION OF EXHIBIT
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10.1           Amendment  Agreement  dated July 30,  2008,  by and  between  the
               Registrant and the parties signatory thereto. (1)

10.2           Form of Amended and Restated 8% Senior Secured  Promissory  Note.
               (1)

10.3           Form of Amended and Restated Warrant. (1)

(1)      Filed as an  exhibit  to the  Registrant's  Current  Report on Form 8-K
         (File No. 000-33297) filed with the Securities and Exchange  Commission
         on August 4, 2008.


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