UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- FORM 8-K/A 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 7, 2008 ---------------------------- 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)) This Current Report on Form 8-K/A amends Item 5.02 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 11, 2008 (the "Form 8-K"), regarding the resignation of one of the Registrant's directors. The Form 8-K is hereby amended to insert those items as set forth herein. ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On July 11, 2008, Keith B. Hall notified the Registrant via electronic mail that he disagreed with the statements made by the Registrant in the Form 8-K. The registrant has filed a copy of Mr. Hall's electronic mail correspondence as exhibit 99.2 to the Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) EXHIBITS. 99.2 Electronic Mail Correspondence from Keith B. Hall dated July 11, 2008. 2 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 15, 2008 By: /S/ ERIC HOHL ---------------------------- Eric Hohl Chief Financial Officer 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBIT -------------- -------------------------------------------------------------- 99.2 Electronic Mail Correspondence from Keith B. Hall dated July 11, 2008. 4