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)
AUGUST 28, 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))
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, our ability to 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 August 28, 2008, the Registrant received notification from the
Nasdaq Listing Qualifications Department (the "Department") that the Department
had not received the Registrant's Form 10-Q for the period ended June 30, 2008
as required by Marketplace Rule 4310(c)(14), and that the matter serves as an
additional basis for delisting the Registrant's securities from The Nasdaq Stock
Market.
The Department informed the Registrant that it has until September 4,
2008 to present its views to the Nasdaq Listing Qualifications Panel with
respect to this additional deficiency. The delay in filing the Registrant's Form
10-Q for the period ended June 30, 2008 is due to the previously disclosed
determination by the Registrant's audit committee that the Registrant's audited
financial statements for the year ended December 31, 2007, and the unaudited
financial statements for the fiscal quarters ended March 31, June 30 and
September 30, 2007, need to be restated due to accounting errors in the
Registrant's related party accounts. The Registrant intends to file the
delinquent Form 10-Q by September 30, 2008.
On September 4, 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 September
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: September 4, 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 September 4 2008.
4