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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)

                                  MAY 11, 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)

                                       N/A
          (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  Blue  Holdings'   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  Blue
Holdings' 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.  Blue  Holdings'  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,  Blue
Holdings  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.

SECTION 2 - FINANCIAL INFORMATION

ITEM 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On May 11, 2006, Blue Holdings,  Inc. issued a press release announcing
its financial  results for the quarter ended March 31, 2006. A copy of the press
release is being  furnished as Exhibit  99.1 to this report and is  incorporated
herein by reference.

         The information in this report shall not be deemed "filed" for purposes
of Section 18 of the  Securities  Exchange  Act of 1934,  nor shall it be deemed
incorporated  by reference in any filing under the Securities Act of 1933 or the
Securities  Exchange  Act of 1934,  except  as shall be  expressly  set forth by
specific reference in such a filing.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. None.

         (b)      PRO FORMA FINANCIAL INFORMATION. None.

         (c)      EXHIBITS.

                  99.1     Press  Release  issued by the  Registrant  on May 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:  May 11, 2006                      By:    /S/ PATRICK CHOW
                                                -----------------------------
                                                Patrick Chow, 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 May 11, 2006.


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