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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)
DECEMBER 7, 2006
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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.)
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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the 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)
[_] 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
On December 7, 2006, Patrick Chow notified the Registrant's board of
directors of his resignation as the Registrant's Chief Financial Officer. Mr.
Chow resigned to pursue other opportunities.
On December 7, 2006, the Registrant appointed Larry J. Jacobs as its
new Chief Financial Officer and the compensation committee of the Registrant's
board of directors approved an annual salary of $170,000 for Mr. Jacobs. Mr.
Chow will remain with the Company until December 29, 2006 to facilitate a smooth
transition.
Mr. Jacobs joins the Registrant with 35 years of experience in
auditing, financial consulting, operational and administrative management. Prior
to joining the Registrant, Mr. Jacobs was the Chief Operating Officer of
Complete Clothing Company, an apparel company based in Vernon, Calif. In this
position, Mr. Jacobs was responsible for all operational aspects of the business
including financial management, licensing and forecasting. Previously, Mr.
Jacobs was President of Cumran, Inc., where he oversaw all financial, marketing
and sales functions of the apparel company in Chatsworth, California. Before
joining the apparel industry, Mr. Jacobs spent 20 years in public accounting at
Stonefield Josephson as an audit and business consulting partner. Mr. Jacobs'
experience also includes serving as a senior accountant in the Division of
Corporate Finance of the United States Securities and Exchange Commission and
also in the SEC's Division of Enforcement.
Prior to his appointment as the Registrant's Chief Financial Officer,
Mr. Jacobs had no material relationship with the Registrant. Mr. Jacobs has no
family relationships with any of the Registrant's other directors or executive
officers.
The Registrant issued a press release announcing the appointment of Mr.
Jacobs as its new Chief Financial Officer. 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.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION. Not applicable.
(c) SHELL COMPANY TRANSACTIONS. Not applicable
(d) EXHIBITS.
99.1 Press Release issued by the Registrant on December
11, 2006.
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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: December 13, 2006 By: /s/ Paul Guez
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Paul Guez, Chief Executive Officer
and President
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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99.1 Press Release issued by the Registrant on December 11, 2006.
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