SecProbe.io

October 21, 2024
Anthony Kerrigone
Chief Executive Officer
Blue Line Holdings, Inc.
400 North Park Avenue, Suite 12-B
Breckenridge, CO 80424
Re:Blue Line Holdings, Inc.
Registration Statement on Form S-1
Filed September 24, 2024
File No. 333-282317
Dear Anthony Kerrigone:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 Filed September 24, 2024
General
Please provide a detailed legal analysis explaining whether or not you are a shell
company as defined in Rule 405 under the Securities Act of 1933. Rule 405 defines a
“shell company” as a registrant that has: (1) no or nominal operations; and (2) either
(i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or
(iii) assets consisting of any amount of cash and cash equivalents and nominal other
assets. It appears that you have no or nominal operations, assets consisting solely of
cash and cash equivalents, nominal expenditures and no or nominal actions taken in
furtherance of your business plan, and no revenues to date.

Further, if the shares issued to the selling shareholders were issued while you were a
shell company or recently thereafter, Rule 144 does not appear to be available to you,
and each of the selling shareholders is considered an underwriter. Please make 1.

October 21, 2024
Page 2
appropriate revisions to the prospectus and ensure consistency throughout the
registration statement by discussing the conditions that must be satisfied before
restricted and control securities may be resold in reliance on Rule 144, and by revising
to identify the selling shareholders as underwriters.
2.We note that your table of contents is provided on the outside back cover page of the
prospectus. Please confirm your understanding that you must include the table of
contents immediately following the cover page in any prospectus you deliver
electronically. See Item 502(a) of Regulation S-K.
3.We note your disclosure stating that until a market develops for your common stock,
the shares offered by the selling shareholders may be sold at a price of $0.10 per
share. Please revise your registration statement to provide under title "Determination
of Offering Price" the various factors considered in determining such offering
price. See Item 505(a) of Regulation S-K.
4.Revise your registration statement to provide under title "Dilution" the information
required by Item 506 of Regulation S-K or tell us why you are not required to do so.
Refer to Part I, Item 6 of Form S-1.
5.Revise your registration statement to provide under title "Plan of Distribution" the
information required by Item 508 of Regulation S-K or tell us why you are not
required to do so. Refer to Part I, Item 8 of Form S-1.
Cover Page
6.Please revise your cross-reference to the risk factors section to include the page
number where it appears in the prospectus and highlight this cross-reference by
prominent type or in another manner. See Item 501(b)(5) of Regulation S-K.
7.Please provide your analysis as to why this transaction is not an indirect primary
offering. If the selling stockholders are engaged in an indirect primary offering, then
the selling stockholders would be statutory underwriters under Section 2(a)(11) of the
Securities Act of 1933, as amended, and must therefore be identified in the prospectus
as an underwriter. In addition, the selling stockholders would be required to offer and
sell their securities at a fixed price for the duration of the offering. Please refer to
Securities Act Rules Compliance and Disclosure Interpretations 612.09.
8.We note your disclosure that the shares "may" be sold at a price of $0.10 per share
until the common stock becomes quoted or listed on a recognized market. Please
revise to state that the shares "will" be sold at $0.10 per share.
We need additional capital to implement our business plan..., page 3
We note your disclosure stating that "any future sale of [y]our equity securities will
dilute the ownership of existing stockholders." We note also that you anticipate that
you will derive all of your revenues from sale of CocoLove water and you will not
receive any proceeds from this offering. Finally, we note that your projected capital
requirements for costs associated with being able to sell CocoLove water appear to be
significantly higher than your current cash reserves, and you do not "have any firm
commitments from any person to provide [you] with any capital." Please revise your
disclosure here to clearly state whether you will need to raise additional capital to 9.

October 21, 2024
Page 3
implement your business plan or generate revenue from the sale of CocoLove water.
Please, also consider prominent disclosure of the risk that considering these
circumstances, future capital raising will not only dilute the ownership of existing
stockholders, it may also cause the value of their securities to decline significantly.
Our Directors have the authority, without stockholder approval, to issue preferred stock...,
page 4
10.We note your disclosure stating that your Articles of Incorporation allows your
directors to issue shares of preferred stock without any vote and authorize the issuance
of a series of preferred stock that would grant to holders multiple votes per share,
preferred right to your assets upon liquidation, right to receive dividend payments
before dividends are distributed to the holders of common stock, and the right to the
redemption of the shares, together with a premium, prior to the redemption of your
common stock. We also note that Anthony Kerrigone is your only director as well as
your chief executive, financial, and accounting officer. Revise your disclosure here to
prominently state that Mr. Kerrigone will have the sole authority and ability, without
stockholder approval, to issue preferred stock with terms that may not be beneficial to
common stockholders and may also adversely affect stockholder voting power and
perpetuate control. In addition, provide disclosure of the potential risk posed to
investors as a result.
Management's Discussion and Analysis and Plan of Operations, page 6
11.Please revise this section to substantially expand your management's discussion and
analysis to include information required by Item 303 of Regulation S-K. This section
should provide disclosure in the form of a discussion and analysis from management's
perspective and should not merely contain factual statements about your company and
its operations. Provide the discussion and analysis in a format that facilitates easy
understanding and that supplements, and does not merely duplicate, disclosure already
provided in the filing. The objective of the discussion and analysis is to provide
material information relevant to an assessment of the financial condition and results of
operations of the company as well as matters that are reasonably likely based on
management's assessment to have a material impact on future operations.
12.We note your disclosure stating that your ability to secure and generate revenue from
licensing agreements will significantly affect your future operating results, liquidity,
and capital resources. Please provide a discussion from management's perspective of
your ability to successfully market and distribute CocoLove water in France. When
providing this disclosure, take into account the resources required, distribution
methods, warehouse space, and whether you will enter into vendor/seller contracts.
Sale of CocoLove Water, page 9
We note your July 2024 agreement with Monarch Media. We also note that this
agreement with Monarch Media is the only agreement you currently possess and Mr.
Kerrigone, your CEO, sole director, and majority shareholder, has been a sales
representative for Monarch Media since March 2024. Please expand your disclosure
here to provide more background and information as to the circumstances and reasons
for entering into this agreement with Monarch Media. Explain why you are targeting 13.

October 21, 2024
Page 4
the French market. Discuss whether Mr. Kerrigone's affiliation with Monarch Media
and his role as your CEO and sole director creates any conflicts of interest. As
applicable, also revise your risk factor section to add a risk factor to discuss this
conflict of interest and the potential risk to investors.
14.We note your disclosure stating that the agreement with Monarch Media gives you the
exclusive license to distribute CocoLove water in France. However, we also note that
the agreement filed as Exhibit 10.1 states under Section 2.1 that the "license rights
granted to Licensee pursuant to this Section 2.1 does not preclude the Licensor from
selling the Licensed Products in the Territory utilizing its own sales channels with no
obligation to compensate Licensee." Please advise if your license to distribute
CocoLove water in France is exclusive. As applicable, revise your risk factors section
to add a risk factor to discuss the potential risk that Monarch Media may begin selling
CocoLove in France utilizing its own sales channels with no obligation to
compensate the company.
15.Please revise your disclosure to provide the current status of your operations in
France, including whether you have begun marketing or distribution.
Management, page 10
16.As applicable, please revise your disclosure in this section to provide information
required under Item 401(f) of Regulation S-K.
Selling Shareholders, page 11
17.We note your disclosure on page 12 that other than Anthony Kerrigone, no selling
shareholder has any material relationship with you or your officers or directors. We
note also, however, that Monarch Media has a relationship with Anthony
Kerrigone and that you are engaged in selling its products. Please advise or revise as
appropriate.
Available Information, page 14
18.Please revise this section to include all the information required under Item 101(h)(5)
of Regulation S-K.
Exhibits and Financial Statement Schedules, page II-2
19.We note the exhibit index does not include the legal opinion filed as Exhibit 5. Please
revise to include Exhibit 5 on the index.
20.We note that the License Agreement with Monarch Media, LLC filed as Exhibit 10.1
appears to erroneously refer to Blue Line Holdings Inc. as Licensor and Monarch
Media as Licensee. Please advise.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration

October 21, 2024
Page 5
statement.
            Please contact Heather Clark at 202-551-3624 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters. Please
contact Eranga Dias at 202-551-8107 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing