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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)

                                OCTOBER 31, 2005

                          ----------------------------


                               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)

                           MARINE JET TECHNOLOGY CORP.
                       936A BEACHLAND BOULEVARD, SUITE 13
                              VERO BEACH, FL 32963
          (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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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         Information  included  in this  Form  8-K may  contain  forward-looking
statements  within the meaning of Section 27A of the  Securities Act and Section
21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act").
This  information may involve known and unknown risks,  uncertainties  and other
factors  which  may  cause  the  Company's   actual   results,   performance  or
achievements  to be materially  different  from future  results,  performance or
achievements   expressed   or   implied  by  any   forward-looking   statements.
Forward-looking statements, which involve assumptions and describe the Company's
future plans, strategies and expectations,  are generally identifiable by use of
the  words  "may,"  "will,"  "should,"   "expect,"   "anticipate,"   "estimate,"
"believe,"  "intend"  or  "project"  or the  negative  of  these  words or other
variations on these words or comparable terminology.  Forward-looking statements
are based on  assumptions  that may be incorrect,  and there can be no assurance
that any  projections  or other  expectations  included  in any  forward-looking
statements  will  come to  pass.  The  Company's  actual  results  could  differ
materially from those expressed or implied by the forward-looking  statements as
a result of various factors.  Except as required by applicable laws, the Company
undertakes no obligation to update publicly any  forward-looking  statements for
any reason,  even if new information  becomes available or other events occur in
the future.

ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 2.01         COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
ITEM 3.02         UNREGISTERED SALES OF EQUITY SECURITIES.

         On October 31, 2005, Blue Holdings,  Inc. (the "Company")  entered into
an Exchange Agreement (the "Exchange Agreement") with Taverniti So Jeans, LLC, a
California limited liability company ("Taverniti"), and the members of Taverniti
(the "Taverniti  Members").  Under the Exchange Agreement,  the Company acquired
all of the outstanding  membership interests of Taverniti (the "Interests") from
the  Taverniti  Members,  and the  Taverniti  Members  contributed  all of their
Interests  to the  Company.  In exchange,  the Company  issued to the  Taverniti
Members,  on a pro rata  basis,  an  aggregate  of 500,000  shares of the Common
Stock,  par value $0.001 per share,  of the Company (the "Common  Shares"),  and
paid to the  Taverniti  Members,  on a pro rata  basis,  an  aggregate  of Seven
Hundred Fifty Thousand Dollars ($750,000).

         The Company agreed to indemnify  Taverniti,  the Taverniti  Members and
certain of their affiliates against damages incurred by or asserted against such
parties  based  upon  or  resulting   from  any  breach  or  inaccuracy  of  any
representation,  warranty  or  covenant  made by the  Company,  and any  cost or
expense related thereto, for all amounts in excess of $50,000 up to a maximum of
$500,000.  Each Taverniti  Member agreed to indemnify the Company and certain of
its affiliates  against damages  incurred or asserted against such parties based
upon or resulting from any breach or inaccuracy of any representation,  warranty
or  covenant  made by such  Taverniti  Member,  and any cost or expense  related
thereto.  The Taverniti  Members  agreed to indemnify the Company and certain of
its  affiliates,  on a pro rata  basis,  against  damages  incurred  or asserted
against such parties  based upon or resulting  from any breach or  inaccuracy of
any  representation,  warranty or covenant  made by  Taverniti,  and any cost or
expense related thereto, for all amounts in excess of $50,000 up to a maximum of
$500,000.


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         The amount of consideration  was determined based on an analysis of the
fair  market  value  of  the  Interests,  in  light  of,  among  other  factors,
Taverniti's existing liabilities,  anticipated revenue and its long term license
agreement with Taverniti Holdings LLC (described below). The cash portion of the
purchase price was paid from the Company's working capital.

         As of October 31, 2005,  Taverniti owed approximately  $462,000 to Paul
Guez directly,  and $635,000 to other companies co-owned by Mr. Guez (other than
the Company),  in connection  with prior  advances to Taverniti made by Mr. Guez
and such other companies.  Mr. Guez is the Company's  Chairman,  Chief Executive
Officer,  President and majority shareholder,  and the sole manager and a member
of  Taverniti.  Elizabeth  Guez,  Paul  Guez's  spouse and the  Company's  Chief
Operating Officer,  is a member of Taverniti.  Two other members of Mr. and Mrs.
Guez's family are the remaining members of Taverniti.

         At  the  closing  of  the  exchange  transaction,  Taverniti  became  a
wholly-owned subsidiary of the Company.

         The exchange  transaction  was approved by a majority of the  Company's
Board of Directors, including its independent directors.

         The issuance  and sale of the Common  Shares to the  Taverniti  Members
were exempt from registration  under the Securities Act of 1933, as amended (the
"Securities  Act"),  pursuant to Section  4(2)  thereof,  as a  transaction  not
involving a public offering.

         Taverniti  is the  exclusive  licensee  for  the  design,  development,
manufacture,  sale,  marketing  and  distribution  of the  "Taverniti  So Jeans"
trademark in the denim and knit sports wear  categories for men and women. It is
paying  royalties  to  Taverniti  Holdings  LLC in  the  ranges  of 5-8  percent
depending  on the net  sales of the  licensed  products  pursuant  to a  license
agreement with Taverniti  Holdings LLC.  Taverniti Holdings LLC is jointly owned
by Paul Guez (60%) and Jimmy Taverniti  (40%),  the designer of the products for
the brand, and Mr. Guez is the sole manager. The license agreement was signed in
May 2004 and expires on December 31, 2015. The Company  expects that the license
agreement will remain in effect through its termination date.

         Except as set forth in this  Current  Report on Form 8-K,  neither  the
Company,  nor its  directors and officers,  had any material  relationship  with
Taverniti or any of the Taverniti Members.

         The Exchange  Agreement is attached to this Current  Report on Form 8-K
as Exhibit 2.1, and is incorporated herein by reference.

         On October 31, 2005, the Company issued a press release  announcing the
exchange  transaction.  The press  release  issued by the Company is attached to
this Current Report on Form 8-K as Exhibit 99.1, and is  incorporated  herein by
reference.


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ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

                  It is  impracticable  at this time for the  Company to provide
                  the financial statements of the business acquired. The Company
                  undertakes to file such  financial  statements in an amendment
                  to this  Current  Report on Form 8-K  within  the time  period
                  provided by this form.

         (b)      PRO FORMA FINANCIAL INFORMATION.

                  It is  impracticable  at this time for the  Company to provide
                  the pro forma financial  statements of the business  acquired.
                  The  Company  undertakes  to file  such  pro  forma  financial
                  statements in an amendment to this Current  Report on Form 8-K
                  within the time period provided by this form.

         (c)      SHELL COMPANY TRANSACTIONS.

                  Not Applicable.

         (d)      EXHIBITS.

                  2.1      Exchange Agreement dated October 31, 2005, among Blue
                           Holdings,  Inc.,  Taverniti  So Jeans,  LLC,  and the
                           members of Taverniti So Jeans, LLC.

                  99.1     Press  Release  issued  by  Blue  Holdings,  Inc.  on
                           October 31, 2005.


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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:  November 4, 2005           By:    /S/ PATRICK CHOW                     
                                         -------------------------------------
                                         Patrick Chow, Chief Financial Officer


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                                  EXHIBIT INDEX

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

2.1               Exchange   Agreement  dated  October  31,  2005,   among  Blue
                  Holdings,  Inc.,  Taverniti So Jeans,  LLC, and the members of
                  Taverniti So Jeans, LLC.

99.1              Press  Release  issued by Blue  Holdings,  Inc. on October 31,
                  2005.


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