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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)

                                 MARCH 28, 2007

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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 5.02         DEPARTURE  OF  DIRECTORS  OR  CERTAIN  OFFICERS;  ELECTION  OF
                  DIRECTORS;   APPOINTMENT  OF  CERTAIN  OFFICERS;  COMPENSATORY
                  ARRANGEMENTS OF CERTAIN OFFICERS.

         On March 28, 2007, the Registrant  appointed  Scott J. Drake as its new
President  of Sales  and  Chief  Operating  Officer.  Mr.  Jacobs  serves at the
pleasure of the Registrant's board of directors.

         Mr. Drake joins the Registrant  with over 25 years of experience in the
apparel  business.  Previously,  Mr. Drake was the  President of Visual  Concept
Image,  an apparel  manufacturer  that  specializes  in  contemporary  denim and
knit-based  collections  whose clients  included  Banana  Republic,  Lucky Brand
Jeans, St. John,  Hudson,  Kitson and many others.  Prior to that, Mr. Drake was
the  President  of Blue Pen Inc.,  a  contemporary  denim  company  where he was
responsible for the sales, marketing and supervision of production of all brands
under the Blue Pen Company,  as well as Blue Cult Inc.,  Sacred Blue and Blue 2.
Additionally, Mr. Drake developed The Blue 2 Brand that shipped over $15 million
in sales in its first 18  months  of  operations  and  created  a Private  label
business  with the  Express  division of the Limited  Corporation  with  revenue
totaling $10 million in the first year. Mr. Drake is 58 years old.

         Prior to his  appointment  as the  Registrant's  President of Sales and
Chief  Operating  Officer,  Mr.  Drake  had no  material  relationship  with the
Registrant.  Mr. Drake 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.
Drake as its new President of Sales and Chief Operating  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 March 28,
                           2007.


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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:  April 3, 2007                  By:  /s/ Larry Jacobs
                                           -------------------------------------
                                           Larry Jacobs
                                           Chief Financial Officer and Secretary


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                                  EXHIBIT INDEX


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

     99.1              Press Release issued by the Registrant on March 28, 2007.


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