UNITED STATES
                             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)

                                  JULY 14, 2006


                               BLUE HOLDINGS, INC.
               (Exact name of registrant as specified in charter)

         (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
              (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))



         On July 14, 2006, Blue Holdings,  Inc. (the "Registrant")  entered into
Amendment  No. 1 to  License  Agreement  ("Amendment")  with  Yanuk  Jeans,  LLC
("Yanuk").  The Amendment  amends the terms of the License  Agreement with Yanuk
dated October 5, 2005, relating to the "U" brand, to provide that the Registrant
will not be required to pay guaranteed minimum royalties in years one and two of
the agreement term, but will pay to Yanuk revised  guaranteed  minimum royalties
on an annual basis as follows: $137,500 for year three of the License Agreement;
$162,500 for year four of the License  Agreement;  and $187,500 for year five of
the License Agreement.

         Yanuk is  wholly-owned  by Paul Guez,  the  Company's  Chairman,  Chief
Executive Officer and President, and a majority shareholder.

         On July 18,  2006,  the  Registrant  entered  into a Lease  and a Lease
Addendum with Emporium Development,  L.L.C.  ("Emporium") to lease approximately
3,272  square  feet of  space  located  at 865  Market  Street,  San  Francisco,
California  94103.  Although executed on July 18, 2006, the term of the Sublease
became  effective as of July 5, 2006,  and will  continue for a term expiring on
January 31, 2017.

         The Registrant  will pay annual rent to Emporium  ranging from $261,760
at the  commencement  of the  term  to  $326,902  at the  end of the  term.  The
Registrant will also pay, as percentage  rental, six percent (6%) of gross sales
made in and from the  premises  in  excess of annual  breakpoints  ranging  from
$4,362,667 at the commencement of the term to $5,448,373 at the end of the term.
Under the Lease,  Emporium has the right,  subject to certain  restrictions,  to
audit the Registrant's  books,  once during each year of the term, to verify the
amount of gross sales made in and from the premises.



         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:  July 19, 2006            By:    /S/ PATRICK CHOW
                                       Patrick Chow, Chief Financial Officer and