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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 10-KSB
|X| Annual Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
|_| Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission file number 000-33297
BLUE HOLDINGS, INC.
(Name of Small Business Issuer In Its Charter)
NEVADA 88-0450923
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
5804 EAST SLAUSON AVENUE
COMMERCE, CALIFORNIA 90040
(Address of Principal Executive Offices and Zip Code)
(323) 725-5555
(Issuer's telephone Number)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
(Title of Class)
Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. |_|
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for past 90 days. Yes |X| No |_|
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |_|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.) Yes |_| No |X|
The issuer's revenues for the fiscal year ended December 31, 2005 were
$36,365,205.
At March 1, 2006, the aggregate market value of the voting stock held by
non-affiliates of the issuer was $21,413,348.
At March 1, 2006, the issuer had 26,057,200 shares of Common Stock, $0.001 par
value, issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
DOCUMENTS INCORPORATED BY REFERENCE
None
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EXPLANATORY NOTE
We are filing this Amendment No. 1 to Annual Report on Form 10-KSB for
the year ended December 31, 2005 (the "Amended Annual Report"), to amend our
Annual Report on Form 10-KSB for the year ended December 31, 2005 (the "Original
Annual Report"), which was originally filed with the Securities and Exchange
Commission (the "SEC") on March 23, 2006. The Company is filing this Amended
Annual Report for the sole purpose of filing Exhibit 23.1, which was identified
as an Exhibit in the Original Annual Report but was inadvertently omitted in the
Company's Edgar submission. The following Items amend the Original Annual
Report, as permitted by the rules and regulations of the SEC.
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PART III
ITEM 13. EXHIBITS.
See attached Exhibit Index.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
BLUE HOLDINGS, INC.
By: /S/ PAUL GUEZ
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Paul Guez, Chairman of the Board,
Chief Executive Officer and President
Date: May 8, 2006
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ PAUL GUEZ Chairman of the Board of May 8, 2006
--------------------------- Directors, Chief Executive
Paul Guez Officer and President
/S/ PATRICK CHOW Chief Financial Officer May 8, 2006
--------------------------- (Principal Financial and
Patrick Chow Accounting Officer)
Director
* Director May 8, 2006
---------------------------
Gary Freeman
* Director May 8, 2006
---------------------------
Marshall Geller
* Director May 8, 2006
---------------------------
Kevin Keating
* Director May 8, 2006
---------------------------
Robert G. Lynn
* /S/ PATRICK CHOW
---------------------------
Patrick Chow
Attorney in Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
------ --------------------------------------------------------------------
2.1 Exchange Agreement dated April 14, 2005, among Blue Holdings, Inc.
(formerly known as Marine Jet Technology Corp.), Antik Denim,
L.L.C., each member of Antik Denim, L.L.C. and Keating Reverse
Merger Fund, LLC. (1)
2.2 First Amendment to Exchange Agreement dated June 27, 2005, among
Blue Holdings, Inc., Antik Denim, L.L.C., each member of Antik
Denim, L.L.C. and Keating Reverse Merger Fund, LLC. (2)
2.3 Exchange Agreement dated October 31, 2005, among Blue Holdings,
Inc., Taverniti So Jeans, LLC, and the members of Taverniti So
Jeans, LLC. (3)
3.1 Articles of Incorporation of the Registrant filed February 9, 2000.
(4)
3.1.1 Certificate of Amendment of Articles of Incorporation of the
Registrant filed December 5, 2000. (4)
3.1.2 Certificate of Amendment of Articles of Incorporation of the
Registrant filed January 5, 2001. (4)
3.1.3 Certificate of Amendment of Articles of Incorporation of the
Registrant filed May 16, 2005 and effective June 7, 2005. (5)
3.2 Bylaws of the Registrant adopted February 12, 2000. (4)
4.1 Articles of Incorporation of the Registrant filed February 9, 2000.
(4)
4.1.1 Certificate of Amendment of Articles of Incorporation of the
Registrant filed December 5, 2000. (4)
4.1.2 Certificate of Amendment of Articles of Incorporation of the
Registrant filed January 5, 2001. (4)
4.1.3 Certificate of Amendment of Articles of Incorporation of the
Registrant filed May 16, 2005 and effective June 7, 2005. (5)
4.2 Bylaws of the Registrant adopted February 12, 2000. (4)
10.1 Assumption Agreement dated January 20, 2005, among the Registrant,
Intellijet Marine, Inc. and Jeff P. Jordan. (6)
10.2 Financial Advisory Agreement dated April 29, 2005, between the
Registrant and Keating Securities, LLC. (7)
10.3 License Agreement dated July 5, 2005, between the Registrant and
Yanuk Jeans, LLC. (8)
10.4 Employment Agreement dated July 8, 2005, between the Registrant and
Philippe Naouri. (9)
10.5 Service Agreement dated May 18, 2005, between Antik Denim, L.L.C.
and Blue Concept, LLC. (10)
10.6 First Amendment to Employment Agreement dated August 1, 2005,
between the Registrant and Philippe Naouri. (11)
10.7 Form of Indemnification Agreement between the Registrant and each of
its executive officers and directors. (12)
10.8 License Agreement dated September 8, 2005, between Antik Denim, LLC
and Titan Industries, Inc. (15)
10.9 License Agreement dated to be effective October 5, 2005, between the
Registrant and Yanuk Jeans, LLC. (13)
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10.10 Employment Agreement dated November 14, 2005, between Antik Denim,
LLC and Alexandre Caugant (14)
10.11 Factoring Agreement dated October 18, 2004, between Antik Denim, LLC
and FTC Commercial Corp. (16)
10.12 Factoring Agreement dated November 22, 2004, between Taverniti So
Jeans, LLC and FTC Commercial Corp. (16)
10.13 Factoring Agreement dated July 25, 2005, between Blue Holdings, Inc.
and FTC Commercial Corp. (16)
10.14 Amendment No. 1 to Factoring Agreement dated September 1, 2005,
between Antik Denim, LLC and FTC Commercial Corp. (16)
10.15 Amendment No. 1 to Factoring Agreement dated September 1, 2005,
between Blue Holdings, Inc. and FTC Commercial Corp. (16)
10.16 Amendment No. 1 to Factoring Agreement entered into on December 22,
2005 and dated as of October 1, 2005, between Taverniti So Jeans,
LLC and FTC Commercial Corp. (16)
10.17 Amendment No. 2 to Factoring Agreement entered into on December 22,
2005 and dated as of October 1, 2005, between Antik Denim, LLC and
FTC Commercial Corp. (16)
10.18 Amendment No. 2 to Factoring Agreement entered into on December 22,
2005 and dated as of October 1, 2005, between Blue Holdings, Inc.
and FTC Commercial Corp. (16)
10.19 Amendment No. 2 to Factoring Agreement entered into on December 22,
2005 and dated as of December 1, 2005, between Taverniti So Jeans,
LLC and FTC Commercial Corp. (16)
10.20 Amendment No. 3 to Factoring Agreement entered into on December 22,
2005 and dated as of January 1, 2006, between Antik Denim, LLC and
FTC Commercial Corp. (16)
10.21 Amendment No. 3 to Factoring Agreement entered into on December 22,
2005 and dated as of January 1, 2006, between Blue Holdings, Inc.
and FTC Commercial Corp. (16)
10.22 Amendment No. 3 to Factoring Agreement entered into on December 22,
2005 and dated as of December 21, 2005, between Taverniti So Jeans,
LLC and FTC Commercial Corp. (16)
10.23 Guaranty dated November 28, 2005, among Blue Holdings, Inc., Antik
Denim, LLC and FTC Commercial Corp. (16)
10.24 Guaranty dated July 2005, between Blue Holdings, Inc. and FTC
Commercial Corp. (16)
23.1 Consent of Weinberg & Company, P.C.
24.1 Power of Attorney (16).
31.1 Certification of Principal Executive Officer pursuant to Securities
Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to Securities
Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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99.1 2005 Stock Incentive Plan and Form of Stock Option Agreement of the
Registrant. (5)
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(1) Filed previously as Exhibit 2.5 to the Registrant's Current Report on
Form 8-K (File #: 000-33297), filed with the Securities and Exchange
Commission on April 15, 2005, and incorporated herein by this reference.
(2) Filed previously as Exhibit 2(e) to the Registrant's Current Report on
Form 8-K (File #: 000-33297), filed with the Securities and Exchange
Commission on June 30, 2005, and incorporated herein by this reference.
(3) File previously as Exhibit 2.1 to the Registrant's Current Report on Form
8-K (File #: 000-33297), filed with the Securities and Exchange
Commission on October 31, 2005, and incorporated herein by this
reference.
(4) Filed previously as an exhibit to the Registrant's Form 10-SB
Registration Statement (File #: 000-33297), filed with the Securities and
Exchange Commission on October 31, 2001, and again on May 1, 2002, and
incorporated herein by this reference.
(5) Filed previously as an exhibit to the Registrant's Form S-8 Registration
Statement (File #: 333-127723), filed with the Securities and Exchange
Commission on August 19, 2005, and incorporated herein by this reference.
(6) Filed previously as Exhibit 10 to the Registrant's Current Report on Form
8-K (File #: 000-33297), filed with the Securities and Exchange
Commission on February 10, 2005, and incorporated herein by this
reference.
(7) Filed previously as an exhibit to the Registrant's Current Report on Form
8-K (File #: 000-33297), filed with the Securities and Exchange
Commission on April 29, 2005, and incorporated herein by this reference.
(8) Filed previously as Exhibit 10.1 to the Registrant's Current Report on
Form 8-K (File #: 000-33297), filed with the Securities and Exchange
Commission on July 7, 2005, and incorporated herein by this reference.
(9) Filed previously as Exhibit 10.1 to the Registrant's Current Report on
Form 8-K (File #: 000-33297), filed with the Securities and Exchange
Commission on July 14, 2005 and incorporated herein by this reference.
(10) Filed previously as Exhibit 10.1 to the Registrant's Quarterly Report on
Form 10-QSB (File #: 000-33297), filed with the Securities and Exchange
Commission on August 12, 2005, and incorporated herein by this reference.
(11) Filed previously as Exhibit 10.1 to the Registrant's Current Report on
Form 8-K (File #: 000-33297), filed with the Securities and Exchange
Commission on August 25, 2005, and incorporated herein by this reference.
(12) File previously as Exhibit 10.7 to the Registrant's Form SB-2
Registration Statement (File # 333-128288), filed with the Securities and
Exchange Commission on September 13, 2005.
(13) File previously as Exhibit 10.1 to the Registrant's Current Report on
Form 8-K (File #: 000-33297), filed with the Securities and Exchange
Commission on October 7, 2005, and incorporated herein by this reference.
(14) File previously as Exhibit 10.1 to the Registrant's Current Report on
Form 8-K (File #: 000-33297), filed with the Securities and Exchange
Commission on November 14, 2005, and incorporated herein by this
reference.
(15) Filed previously as Exhibit 10.4 to the Registrant's Quarterly Report on
Form 10-QSB (File #: 000-33297), filed with the Securities and Exchange
Commission on November 8, 2005, and incorporated herein by this
reference.
(16) Previously filed.
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