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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)
SEPTEMBER 15, 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 15, 2006, Blue Holdings, Inc. (the "Registrant") entered
into a Joint Venture Agreement with Philippe Naouri and Alexandre Caugant, the
members of Life & Death, LLC ("L&D"), pursuant to which the Registrant acquired
50% of the membership interests of L&D. L&D designs, develops, manufactures and
distributes knit apparel under the brand "Life and Death."
The Registrant will make a capital contribution to L&D equal to the
aggregate capital contributed by each of Philippe Naouri and Alexandre Caugant
to L&D through September 15, 2006. The Registrant currently estimates this
amount to be approximately $250,000. The Registrant will not be required to make
additional capital contributions to L&D unless the Registrant consents thereto
and such additional capital contributions apply to all members on a pro rata
basis.
The Registrant issued a press release announcing its entry into the
Joint Venture Agreement. A copy of the press release is being furnished as
Exhibit 99.1 to this report and is incorporated herein by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
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 September
18, 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: September 21, 2006 By: /s/ Patrick Chow
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Patrick Chow, Chief Financial Officer
and Secretary
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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 18, 2006.
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