================================================================================

                                  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 8, 2008

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


                               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))

================================================================================





         This  Current  Report on Form  8-K/A  amends  Item 4.02 of the  Current
Report on Form 8-K filed with the Securities and Exchange Commission on July 14,
2008 and amended on July 28, 2008 (the "Form 8-K"),  regarding  non-reliance  on
the Registrant's previously issued financial statements.  The Form 8-K is hereby
amended to insert those items as set forth herein.


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 4.02         NON-RELIANCE ON PREVIOUSLY  ISSUED  FINANCIAL  STATEMENTS OR A
                  RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW

         On July 8,  2008,  the Audit  Committee  of the  Registrant's  Board of
Directors  (the "Audit  Committee")  determined  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 and should no longer be relied upon.

         From time to time Paul Guez, the Registrant's Chairman of the Board and
majority  stockholder,  and his  spouse  Elizabeth  Guez  made  advances  to the
Registrant  to  support  its  working   capital   needs.   These  advances  were
non-interest bearing and unsecured,  with no formal terms of repayment.  On July
1, 2006,  the  Registrant  converted  these  advances  to a line of credit in an
agreement  with Mr. Guez which allows the  Registrant to borrow from him up to a
maximum  of  $3,000,000  at an  interest  rate of 6% per annum  (the  "Revolving
Line").  The  Registrant  may repay the  advances in full or in part at any time
until the Revolving Line expires and repayment is required on December 31, 2008.
In early May 2008,  Mr.  Guez  informed  the  Registrant  of claims  for sums he
believed  were due and owing to him  pursuant to advances  made to and  payments
made on behalf of the Registrant  during fiscal 2007 that were separate from the
Revolving Line.

         In  light  of  this  dispute  on May  19,  2008,  the  Audit  Committee
determined that the Registrant's audited financial statements for the year ended





December 31, 2007,  and the unaudited  financial  statements  for certain of the
fiscal  quarters  therein,  may need to be restated due to potential  accounting
errors in the Registrant's related party accounts. The Audit Committee commenced
a review of these  potential  errors  and  instructed  management  to review the
Registrant's books and records to obtain a summary of transactions  recorded and
amounts owed per such records.  These investigations  revealed accounting errors
in the Registrant's related party accounts pertaining to royalties in the amount
of $82,138 and  payables  in the amount of  approximately  $1,831,297  that were
initially  recognized and subsequently  written off in error, and rental expense
in the amount of $96,000 that was not recorded.

         The  Registrant  has  agreed to a  settlement  proposal  with Mr.  Guez
pursuant to which the Registrant will rescind the conversion on March 5, 2008 of
$1,400,000 of indebtedness under the Revolving Line into 1,750,000 shares of the
Registrant's  common stock, Mr. Guez will forgive $700,000 of indebtedness under
the Revolving Line, the Registrant  will issue an 8% Senior Secured  Convertible
Note with a 30-month term and a per share  conversion price of $0.40 to Mr. Guez
in the principal amount of approximately $1,618,093 in settlement of all amounts
owed to Mr. Guez and his affiliates as of December 31, 2007, the Registrant will
issue a Warrant to Mr. Guez to  purchase  1,415,832  shares of the  Registrant's
common stock at a per share exercise  price of $0.40 and a term of 5 years,  and
the  Registrant  and Mr. Guez will  mutually  release  each other from  existing
claims.   The  Registrant  and  Mr.  Guez  have  not  entered  into   definitive
documentation  regarding the settlement  arrangement  and intend to do so in the
immediate future.

         The Registrant  anticipates  that the  restatement of the  Registrant's
financial statements to reflect the past amounts owed to Mr. Guez will result in
an additional charge of $2,009,435 to the Registrant's  statement of profits and
loss and its stockholders' equity.

         The Registrant's management has also reviewed the Registrant's deferred
tax asset and as a result,  in accordance with SFAS 109,  "Accounting for Income
Taxes," has  informed the Audit  Committee  that a valuation  allowance  must be
established against the Registrant's remaining unreserved deferred tax asset.

         The  Registrant's  Chief  Financial  Officer  has  discussed  with  the
Registrant's registered independent public accounting firm the matters disclosed
in this report. The registrant expects to file the restated financial statements
through the EDGAR system no later than September 30, 2008.





                                   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
                                             ------------------------------
                                             Eric Hohl
                                             Chief Financial Officer