UNITED STATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.
20549FORM 10-K/A (Amendment No. 1)

[ X ]     ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the fiscal year ended December 29, 2007or[    
]     TRANSITION REPORT PURSUANT TO SECTION 13
OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
from             
to

Commission File Number0-23204

BOSS HOLDINGS,
INC.(Exact Name of Registrant
as Specified in Its Charter)

| | Delaware                              |  | 58-1972066          | 
| | ------------------------------------- |  | ------------------- | 
| | (State or Other Jurisdiction
      of |  | (I.R.S. Employer    | 
| | Incorporation or
    Organization)    |  | Identification No.) | 
| |                                      

|221
      West First Street, Kewanee, Illinois | 61443      | 
|---------------------------------------------- | ---------- | 
|(Address of Principal Executive
      Offices) | (Zip Code) | 

Registrants telephone number, including
area code:(309)
852-2131

SECURITIES REGISTERED PURSUANT TO SECTION
12(b) OF THE ACT:None

SECURITIES REGISTERED PURSUANT TO SECTION
12(g) OF THE ACT: Title of ClassCommon
Stock $ 0.25 Par Value

Indicate by
check mark if the Registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.Yes [ 
]No
[X]

Indicate by check mark if the Registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.Yes [  ]No [X]

Indicate by
check mark whether the Registrant: (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 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
the past 90 days.Yes [X]No [  ]

Indicate by
check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K.[X]

---

Indicate by
check mark whether the Registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definition
of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer[  ]Accelerated filer[   ]

Non-accelerated filer**[  ]******Smaller reporting company[X]

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
aggregate market value of the voting and non-voting stock held by non-affiliates
as of June 30, 2007 was approximately $5,600,195.

There were
2,018,345 shares of the Registrants common stock outstanding as ofMarch 15, 2008.

2

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this
Amendment) to the Annual Report on Form 10-K of Boss Holdings, Inc. (the
Registrant or the Company) for the fiscal year ended December 29, 2007,
filed on March 28, 2008 (the Original Filing) is being filed solely for the
purpose of including the information required by Items 10, 11, 12, 13 and 14 in
Part III of Form 10-K. This report is limited in scope to the items identified
above and should be read in conjunction with the Original Filing.

Except as described above, this Amendment
does not modify or update disclosure in, or exhibits to, the Original
Filing.

3

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PART III

Item 10. Directors, Executive
Officers and Corporate Governance

DIRECTORS

G. Louis Graziadio IIIAge 58 - Chief Executive Officer and Chairman of the Board of
the Company since June 1996. He is also the Chairman and CEO of Second Southern
Corp., which is the manager of Ginarra Partners, LLC, a Los Angeles based
holding company with investments in various corporations, including the Company.
Mr. Graziadio also serves on the Boards of Directors of Acacia Research, Inc.,
True Religion Apparel, Inc. and Rosetta Resources, Inc.

Perry A. LernerAge 65 - Director since June 1996. Mr. Lerner is the Managing
Director of Convergent Financial Services, LLC, in New York, NY, a financial
advisory firm. A graduate of Harvard Law School and Claremont McKenna College,
Mr. Lerner is a member of the State Bar of New York, State Bar of California and
American Bar Association.

Lee E. MiklesAge 52 - Director since June 1996. Mr. Mikles is President and
CEO of FutureFuel Corp., a chemical and biofuels manufacturer with headquarters
in Clayton, MO. From 1999 through 2005, Mr. Mikles was the Chairman of
Mikles/Miller Management, Inc., a registered investment adviser. He also serves
on the Board of Directors of Pacific Capital Bancorp and FutureFuel Corp.

Paul A. NovellyAge 64 - Director since June 1996. Mr. Novelly is Chief
Executive Officer of Apex Oil Company, Inc. a petroleum trading, storage and
transportation company headquartered in Clayton, MO, and St. Albans Global
Management LLLP, a privately held Delaware limited liability company, and is
Chairman of World Point Terminals Inc., a publicly-held Canadian company
headquartered in Montreal, Quebec, Canada. Mr. Novelly also is a director and
Chairman of the Board of FutureFuel Corp. and serves on the Board of Directors
of The Bear Stearns Companies Inc.

William R. LangAge 48 Director since June 2006. Mr. Lang is a certified public
accountant and currently is the President of GIC Enterprises, an investment
company based in Los Angeles, California which manages commercial real estate.
From June 1995 through May 2005 he was employed by the Los Angeles CPA firm of
Balser, Horowitz, Frank & Wakeling, including serving as president of that
firm from January 2000 through May 2005. From January 2000 through May 2005 he
also was managing director of Ronald Blue & Co., a financial services firm
also located in Los Angeles. Mr. Lang is the chief financial officer of Second
Southern Corp., a Los Angeles-based holding company, which is controlled by Mr.
Graziadio, the Companys chairman and chief executive officer. GIC Enterprises
is controlled by adult siblings of Mr. Graziadio. Mr. Lang also is a trustee of
the Graziadio Family Trust, which owns in excess of 20% of the Companys common
stock.

4

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EXECUTIVE OFFICERS

Following
is a list of the names and ages of the executive officers of the Company and its
principal subsidiaries as of the date of this Proxy Statement, indicating all
positions and offices with the Company held by each such person, and each such
persons principal occupations or employment during the past five
years.

|BOSS HOLDINGS,
      INC.
|-------------------------
|Name                     
|G. Louis Graziadio III   
|Steven G. Pont           
|Terrence J. Brizz        
|William E. Donze, Jr.    
|James F. Sanders         

In addition
to the named executive officers, Richard Bern, age 60, has served as an
operations consultant to the Company since March 1999. In his capacity as a
consultant, Mr. Bern currently exercises executive responsibilities in many
sales and distribution functions under the review and direction of the Companys
chief executive officer. Mr. Bern has extensive experience in importing,
distribution and sales of consumer goods and previously served as president of
Boss Manufacturing Company during 1996 and 1997. Since then he has been a
private investor and worked as a consultant to various manufacturing and
distribution firms, including the Company.

5

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Relationships Among Directors or
Executive Officers

Mr.
Graziadio and Mr. Mikles are first cousins; otherwise, there are no family
relationships existing between the officers and directors of the Company.

Section 16(a) Beneficial Ownership
Reporting Compliance

To the best
of the Companys knowledge, during the fiscal year ended December 29, 2007
(Fiscal 2007) all Forms 3, 4 or 5 required to be filed by directors and
executive officers with the Securities & Exchange Commission were timely
filed.

Code of Ethics

The Company
has adopted a code of ethics for its principal executive officer, principal
financial officer, and principal accounting officer or controller or persons
performing similar functions. The code of ethics provides written standards
reasonably designed to deter wrongdoing and promote (i) honest and ethical
conduct (including handling actual or potential conflicts of interest), (ii)
full, fair, accurate, timely and understandable public disclosure, (iii)
compliance with applicable laws, rules and regulations, (iv) prompt reporting of
code violations, and (v) accountability for adherence to the code.

Audit Committee Financial Expert

The Board
of Directors of the Company has determined that director William R. Lang
qualifies as an audit committee financial expert under SEC Regulation S-K
401(h). The designation or identification of a person as an Audit Committee
financial expert does not impose on such person any duties, obligations or
liabilities greater than the duties, obligations and liabilities imposed on
other members of the Audit Committee and does not affect the duties, obligations
and liabilities of the other members of the Audit Committee. Mr. Lang is
employed by a company affiliated with Mr. Graziadio, the Companys chief
executive officer, and is not independent of the Company.

6

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Item 11. Executive
Compensation

Compensation paid in Fiscal 2007 to the Companys Chief
Executive Officer and to each of the other executive officers of the Company and
its subsidiaries of over $100,000 was as follows:

2007 SUMMARY COMPENSATION TABLE

|                                           |      |         |        |        |        | Non-      |           |        
|------------------------------------------ | ---- | ------- | ------ | ------ | ------ | --------- | --------- | -------
|                                           |      |         |        |        |        | Equity    |           |        
|                                           |      |         |        |        |        | Incentive |           |        
|                                           |      |         |        |        |        | Plan      | All Other |        
|                                           |      |         |        | Stock  | Option | Compen-   | Compen    |        
|Name and Principal                         |      | Salary  | Bonus  | Awards | Awards | sation    | -sation   | Total  
|Position                                   | Year | ($)(1)  | ($)    | ($)    | ($)(2) | ($)       | ($)       | ($)    
|G. Louis Graziadio III                     | 2007 | 167,475 | 30,000 | -0-    | 10,834 | -0-       | 1,534     | 209,843
|CEO
      and Chairman                     | 2006 | 167,475 | -0-    | -0-    | 49,398 | -0-       | 1,581     | 218,454
|Richard Bern                               | 2007 | 290,375 | 43,000 | -0-    | 2,742  | 183,275   | -0-       | 519,392
|Operational Consultant                     | 2006 | 279,188 | -0-    | -0-    | 13,267 | 156,811   | -0-       | 449,266
|Terrence J. Brizz                          | 2007 | 150,000 | -0-    | -0-    | -0-    | 66,622    | 14,738    | 231,360
|President of Galaxy Balloons, Incorporated | 2006 | 125,000 | -0-    | -0-    | -0-    | -0-       | 4,238     | 129,238
|William E.
    Donze                       | 2007 | 112,528 | -0-    | -0-    | -0-    | 63,451    | 9,954     | 186,023
|President of Boss Pet Products, Inc.       | 2006 | 110,114 | -0-    | -0-    | -0-    | 51,532    | 6,952     | 168,598
|James F. Sanders                           | 2007 | 135,250 | 40,000 | -0-    | 3,200  | -0-       | -0-       | 178,450
|Secretary & General Counsel                | 2006 | 103,479 | -0-    | -0-    | 12,800 | -0-       | -0-       | 116,279
|Steven G. Pont                             | 2007 | 113,077 | 25,000 | -0-    | -0-    | -0-       | 1,678     | 139,755
|Vice
      President Finance              | 2006 | -0-     | -0-    | -0-    | -0-    | -0-       | -0-       | -0-    

Compensation Discussion and
Analysis

The
Compensation Committee (Committee), composed entirely of independent directors,
administers the Companys executive compensation program. The role of the
Committee is to oversee the Companys executive compensation and benefit plans
and policies, administer its stock plans (including reviewing and approving
equity grants to executive officers) and review and approve annually the
compensation relating to executive officers. Generally, the CEO makes
recommendations to the Committee regarding compensation for all other executives
and the Committee reviews the performance of all executive officers and makes a
final determination on executive compensation for the CEO. The Committee then
reports its decisions regarding compensation for the CEO to the Board for
ratification.____________________

(1)Amounts listed for Mr. Bern in this column reflect payment of
fees under his consulting arrangement with the Company by which he performs
services as an independent contractor. Amounts listed for Mr. Sanders in this
column reflect payment of legal fees for his services as legal counsel to the
Company.

(2)All figures in this column reflect the value of options issued
to purchase shares of the Companys common stock as reflected in the Companys
financial statements.

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The
philosophy of the Committee relating to executive compensation is that the
executive officers should be compensated in amounts and in a manner designed to
(i) attract, motivate and retain talented executives who are capable of
attaining the Companys goals in a competitive and changing environment, (ii)
encourage and reward superior performance, and (iii) strengthen the relationship
between executive pay and shareholder value. For certain matters, the Committee
periodically has retained management and benefits consultants, to provide advice
on the type and amount of compensation to be paid to executive officers and
concerning the Companys equity compensation plans, but the Committee does not
delegate its decision-making authority to such consultants.

The
Companys Fiscal 2007 and current total compensation programs for executive
officers consist of both cash and stock-based compensation. Salary levels for
Company executives are reviewed and may be adjusted annually. In determining
appropriate salaries, the Committee considers the CEOs recommendations as to
compensation for other officers, the scope of responsibility and individual
performance for each officer, overall corporate performance, and general pay
practices of industry competitors and other companies similarly situated to the
Company. The members of the Committee have strong backgrounds in the regulation
and management of both private and publicly held companies and use their
experience to help evaluate the Companys executive pay practices. Evaluation of
corporate performance takes into account special circumstances such as weather
variations, competitive conditions and unusual events which can have a material
effect on the Companys operating results compared with budgeted levels. The
Committees analysis is a subjective process that utilizes no specific weighting
or formula for these factors in determining salary amounts.

Non-equity
incentive plan compensation for each of Messrs. Bern, Brizz and Donze for the
years reported was set by an annual individual executive incentive plan specific
to the named executive. Mr. Berns incentive amounts were determined based on
the Companys consolidated earnings before taxes and he earned such incentive
compensation as a percentage of consolidated earnings for the full year.
Earnings before taxes must exceed a predetermined hurdle amount before any
amounts are payable. Percentages increase on a sliding scale as Company earnings
increase. The hurdle amounts, percentages and payment terms for Mr. Bern are
established by the Compensation Committee of the Board in its discretion after
review and recommendation by the Companys chief executive officer. Similarly,
non-equity incentive compensation for Mr. Brizz and Mr. Donze is determined
based upon profitability of their respective subsidiaries for the year in
question. Their goals, hurdles and percentage amounts also are reset annually.
Mr. Berns incentive compensation for Fiscal 2007 is payable in two equal
installments, one in March, 2008 and the other in March, 2009, with the 2009
installment dependent upon his continued service to the Company and the
Companys continued profitability in Fiscal 2008.

8

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Stock-based
compensation for executive officers is provided under equity compensation plans
approved by the Companys shareholders. Under these plans, the stock-based
compensation awarded and vesting periods are decided at the discretion of the
Committee. The Committee has not utilized any specific formula for determining
stock-based compensation. All stock-based compensation provided by the Company
to date has been in the form of stock options, but under the Companys 2004
Stock Plan the Committee has the flexibility to utilize restricted stock grants
and/or SARs if it so determines. Any such grants and their timing are made by
the Committee in its discretion.

In
determining the total compensation package for the CEO for Fiscal 2007, the
Committee determined in its discretion to utilize strictly cash compensation.
Reimbursement of certain expenses incurred by Mr. Graziadio and a company
affiliated with Mr. Graziadio in connection with the Companys business is
discussed below in the section titled Certain Relationships and Related
Transactions.

Due to its
relatively small size, the Company currently does not have any defined benefit
retirement or pension programs for its executive officers. As the Company
matures, such programs could be considered on an as needed basis in order to
attract and retain senior management. Accordingly, the Committees decisions
regarding the provision of equity-based compensation currently is not impacted
by consideration of other retirement or pension benefits to which the executive
officer may be entitled. The Company currently does not have any contracts in
place with executive officers that could result in the payment of compensation
as a result of termination or a change-incontrol. Although the Company
encourages equity ownership by management, it does not have any program or
policy requiring any particular form or amount of equity ownership. The
Committee has not engaged in any benchmarking of total compensation for
management as it is not aware of any similarly-sized, publicly-held, industry
competitors in the gloves, boots and rainwear segment.

Equity Compensation Plans

The Company
has adopted and maintains its 1998 Incentive Stock Option Plan (the 1998
Employee Plan) under which the Company may issue qualified or non-qualified
stock options to employees, consultants and other key persons and its 1998
Non-Employee Director Stock Option Plan (1998 Director Plan). Options granted
to the named executives prior to 2005 were granted under the 1998 Employee Plan
or the 1998 Director Plan. The Company also has adopted its 2004 Stock Incentive
Plan for employees, directors and consultants (2004 Stock Plan). Under the
2004 Stock Plan, the Company may issue long-term incentive compensation in the
form of stock options, performance-based awards, stock appreciation rights
(SARs) and/or restricted stock units to eligible persons. The Company has no
SARs outstanding. There were no grants of options or other equity-based
compensation to executive officers under any plans during Fiscal 2007. The
Company does not maintain any retirement or pension benefit plans for its
executives, other than tax-qualified defined contribution plans and a
non-qualified deferred compensation plan.

9

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The following table sets forth
information concerning outstanding unexercised options and other equity plan
awards as of December 29, 2007:

OUTSTANDING EQUITY AWARDS AT FISCAL
YEAR-END 2007

|                       | Option
      Awards | Stock     
|---------------------- | ------------------- | ----------
|                       |                     |           
|                       |                     |           
|                       | Number of           | Number of 
|                       | Securities          | Securities
|                       | Under-              | Under-    
|                       | lying               | lying     
|                       | Unexer-             | Unexer-   
|                       | cised               | cised     
|                       | Options             | Options   
|                       | (#)                 | (#)       
|                       | Exercis-            | Unexer-   
|Name                   | able                | cisable   
|G. Louis Graziadio III | 30,000              | -0-       
|                       | 100,000             | -0-       
|                       | 4,500               | -0-       
|                       | 30,000              | -0-       
|Richard Bern           | 5,000               | -0-       
|                       | 5,000               | -0-       
|                       | 10,000              | -0-       
|James F. Sanders       | 6,000               | -0-       
|                       | 4,000               | -0-       
|                       | 10,000              | -0-       

Director Compensation

During
Fiscal 2007, each of the Companys non-employee directors earned an annual
stipend of $15,000 and quarterly directors fees of $2,000. In addition, the
Company pays non-employee directors $1,200 per special Board meeting attended
(i.e., non-regularly scheduled meeting) or for more than four regular board
meetings per year. During Fiscal 2007, Committee members received compensation
of $1,000 per committee meeting attended. The total cash compensation paid to
all non-employee directors during Fiscal 2007 was $106,000. The Company also may
reimburse its directors for reasonable expenses incurred in connection with
attending Board and committee meetings. Employee directors are not separately
compensated for their service as a director.

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2007 DIRECTOR COMPENSATION

|                      | Fees Earned or   | Stock  | Option |          
|--------------------- | ---------------- | ------ | ------ | ---------
|Name                  | Paid in Cash ($) | Awards | Awards | Total ($)
|William R.
      Lang | 27,000           | -0-    | 15,750 | 42,750   
|Perry A.
      Lerner | 28,000           | -0-    | 2,640  | 30,640   
|Lee E.
      Mikles   | 28,000           | -0-    | 2,640  | 30,640   
|Paul A.
      Novelly | 23,000           | -0-    | 2,640  | 25,640   

All cash
consideration reflected in the Fees Earned column above was in respect of the
directors annual stipends and committee meeting fees. During Fiscal 2007, the
Company issued non-qualified options for 10,000 shares of Company common stock
under the 2004 Stock Incentive Plan to Mr. Lang. There were no awards of
restricted stock during Fiscal 2007 and there were no directors options
exercised. The amounts reflected in the Option Awards column above reflect the
dollar amount recognized by the Company for financial statement reporting
purposes with respect to the vesting during Fiscal 2007 of options awarded to
the named directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

SECURITIES AUTHORIZED FOR ISSUANCE
UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information as
of the end of Fiscal 2007

|                          | Number of securities | Weighted-average  | Number of securities    
|------------------------- | -------------------- | ----------------- | ------------------------
|                          | to be issued upon    | exercise price of | remaining available for 
|Plan Category             | exercise of          | outstanding       | future issuance under   
|                          | outstanding options, | options, warrants | equity compensation     
|                          | warrants and rights  | and rights        | plan (excludes column a)
|                          | (a)                  | (b)               | (c)                     
|Equity Compensation       |                      |                   |                         
|Plans approved by         | 336,000              | $3.33             | 122,834                 
|security
      holders    |                      |                   |                         
|Equity Compensation       |                      |                   |                         
|Plans not approved        | -0-                  | N/A               | -0-                     
|by security
      holders |                      |                   |                         
|Total                     | 336,000              | $3.33             | 122,834                 

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The
following table sets forth, as of April 1, 2008, certain information regarding
the beneficial ownership of the Companys common stock by (i) each person known
by the Company to be beneficial owner of more than five percent of the
outstanding shares of Company common stock, (ii) each director; (iii) each named
Executive Officer; and (iv) all directors and executive officers as a
group.

|                                                  | Stock
      Beneficially Owned
|------------------------------------------------- | ------------------------------
|                                                  | No. of                        
|**Name and
      Address of Beneficial Owner**(1) | Shares                        
|Ginarra Partners, LLC (3)                         | 576,388                       
|149 Palos Verdes Blvd., Suite
G                   |                               
|Redondo Beach, CA
      90277                     |                               
|Graziadio Family Trust u/d/t
      10-13-1975 (4) | 410,519                       
|16633 Ventura Boulevard, Suite
    510            |                               
|Encino, CA
    91436                              |                               
|G. Louis Graziadio III
      (5)                  | 287,500                       
|Chairman, President
      and CEO                 |                               
|Advisory Research, Inc.
      (6)                 | 138,150                       
|180 No. Stetson St., Suite
5500                   |                               
|Chicago, IL
      60601                           |                               
|Perry A. Lerner (7)                               | 67,004                        
|Director                                          |                               
|Lee E. Mikles (7)                                 | 27,500                        
|Director                                          |                               
|Paul A. Novelly (7) (8)                           | 114,783                       
|Director                                          |                               
|William R. Lang (9) (10)                          | 6,666                         
|Director                                          |                               
|Richard Bern (11)                                 | 28,500                        
|Operational
      Consultant                      |                               
|James F. Sanders (9) (12)                         | 20,000                        
|Secretary and General
      Counsel               |                               
|All Directors and Executive Officers
      as a   | 1,538,860                     
|Group
      (Excludes Advisory Research, Inc.)    |                               

|(1) |  | Unless otherwise noted, the Company
      believes all persons named in the table have sole voting and investment
      power with respect to shares of common stock beneficially owned by them.
      Under the rules of the Securities and Exchange Commission, a person is
      deemed to be a beneficial owner of securities if he or she has or shares
      the power to vote or direct the voting of such securities or the power to
      direct the disposition of such securities. More than one person may be
      deemed to be a beneficial owner of the same
  securities.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(2) |  | Percent of class owned
      is based on the number of shares outstanding plus options exercisable by
      the named beneficial owners. An asterisk in this column indicates that the
      named person holds less than 1% of the issued and outstanding
      shares.                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(3) |  | Mr. Graziadio has sole
      voting and investment power over these shares in his capacity as chief
      executive officer of Second Southern Corp., which is the manager of
      Ginarra Partners, LLC. Mr. Graziadio disclaims any pecuniary interest or
      beneficial ownership of the shares owned by Ginarra Partners,
    LLC.                                                                                                                                                                                                                                                                                                                                                
|   
|(4) |  | Shares are owned by the
      Graziadio Family Trust, a trust established by Mr. Graziadio, but as to
      which he is neither a trustee nor a beneficiary. Mr. Graziadio disclaims
      beneficial ownership of all shares owned by the Graziadio Family Trust.
      Mr. Lang and Mr. Sanders serve as two of the three trustees of the
      Graziadio Family Trust.                                                                                                                                                                                                                                                                                                                
|   
|(5) |  | Includes a total of
      164,500 shares subject to options granted under the Companys incentive
      stock plans. Does not include 576,388 shares held by Ginarra Partners,
      LLC, as to which Mr. Graziadio has sole voting and investment power by
      virtue of being the chief executive officer of the manager of Ginarra
      Partners. Does not include 410,519 shares which are owned by the Graziadio
      Family Trust, a trust established by Mr. Graziadio, but as to which he is
      neither a trustee nor a beneficiary. Mr. Graziadio disclaims beneficial
      ownership of all shares owned by the Graziadio Family Trust and Ginarra
      Partners, LLC.
|   
|(6) |  | Based on a Schedule 13G
      filed by Advisory Research, Inc. with the SEC on February 13,
    2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(7) |  | Includes 27,500 shares
      subject to options granted under the Companys 1998 Director
    Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(8) |  | Includes 87,283 shares
      which are owned by St. Albans Global Management LLLP, a Delaware limited
      liability limited partnership, as to which Mr. Novelly is the chief
      executive officer. Mr. Novelly disclaims beneficial ownership of the
      shares owned by St. Albans Global Management LLLP.                                                                                                                                                                                                                                                                                                                                                                      
|   
|(9) |  | Mr. Lang and Mr. Sanders
      serve as two of the three trustees of the Graziadio Family Trust (Trust)
      (see footnote 4 above). As a trustee, each shares voting and investment
      power with respect to the 410,519 shares owned by the Trust. Each of Mr.
      Lang and Mr. Sanders disclaims any pecuniary interest in or beneficial
      ownership of the shares owned by the Trust.                                                                                                                                                                                                                                                                                    

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|(10) |  | Includes 6,666 shares
      subject to options granted under the Companys 2004 Stock
  Plan.                                                                                               
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(11) |  | Includes 20,000 shares
      subject to options granted under the Companys 1998 Employee
    Plan.                                                                                         
|    
|(12) |  | Includes 10,000 shares
      subject to options granted under the Companys 2004 Stock Plan and 10,000
      shares subject to options granted under the Companys 1998 Employee
      Plan.

Item 13. Certain Relationships and
Related Transactions and Director Independence

CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

The Company
reimburses or pays costs and expenses incurred by Second Southern Corp. and
Ginarra Partners, LLC, companies affiliated with Mr. Graziadio, in connection
with Mr. Graziadios execution of his duties as chairman and chief executive
officer of the Company. These costs include clerical and administrative support,
travel and entertainment expenses, and certain direct overhead costs including,
but not limited to, postage, communication charges and office supplies. Payments
to such affiliates of Mr. Graziadio for such costs and expenses in fiscal years
2007, 2006 and 2005 were $154,415, $130,998 and $120,571, respectively. William
R. Lang, a director of the Company, is the chief financial officer of Second
Southern Corp.

James F.
Sanders, corporate secretary of the Company, provides general counsel services
to the Company. During Fiscal 2007, Mr. Sanders was paid $135,250 for legal
services and reimbursement of related costs and expenses. Mr. Sanders also is
employed by Apex Oil Company, Inc., a company controlled by Paul A. Novelly, a
director of the Company.

Richard
Bern, a former president of the Companys Boss Manufacturing Company subsidiary,
currently provides executive services to the Company as an operations
consultant. Mr. Bern provides services in all of the Companys significant
operational areas, including sales, production, distribution and purchasing,
including relations with foreign vendors.

On July 30,
2004, the Company acquired all outstanding shares of common stock of Galaxy
Balloons, Incorporated (Galaxy) from Terrence J. Brizz, who continues to serve
as president of Galaxy. Under the stock purchase agreement, Mr. Brizz received
payment of: (i) $200,000 of deferred purchase price, payable in two equal annual
increments of $100,000 each on the first and second anniversaries of the
purchase date, (ii) $50,000 under a non-compete agreement, similarly payable in
two equal annual installments of $25,000 each, and (iii) up to an additional
$400,000 of earn-out payments depending upon Galaxys financial performance
during fiscal years 2005 through 2007. During Fiscal 2006, the Company paid
$125,000 to Mr. Brizz in connection with the deferred purchase price and
non-compete provisions of the Galaxy stock purchase agreement and $200,000 in
earn-out payment with respect to Galaxys 2005 financial performance. Galaxys
financial performance during Fiscal 2006 also exceeded the specified contractual
benchmarks, thereby entitling Mr. Brizz to the final $200,000 earn-out payment,
which amount was paid in March, 2007.

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DIRECTOR INDEPENDENCE

Three of
the Companys five directors, Messrs. Lerner, Novelly and Mikles, are
independent of the Company as determined under applicable rules and regulations
of the NASDAQ Stock Market. Mr. Graziadio is Chief Executive Officer of the
Company and Mr. Lang is employed by a company affiliated with Mr. Graziadio, so
neither of them is independent of the Company.

The members
of the Audit Committee are Messrs. Mikles, Lerner and Lang. Mr. Mikles and Mr.
Lerner are independent of the Company while Mr. Lang is not. The members of the
Compensation Committee are Mr. Novelly and Mr. Lerner, both of whom are
independent.

Item 14. Principal Accountant Fees
and Services

The Audit
Committee approves the engagement of the Companys independent auditors prior to
their rendering of audit or non-audit services and sets their compensation. The
firm of McGladrey & Pullen, LLP, Certified Public Accountants (McGladrey),
served as the Companys independent auditors for Fiscal 2007. Pursuant to SEC
regulations, the Audit Committee approves all fees payable to the independent
auditors for all routine and non-routine services provided. The Audit Committee
considers and approves the budget for the annual audit and financial statement
review services on a fixed fee basis prior to initiation of the work.
Non-routine services in the ordinary course of business which are not prohibited
under SEC regulation, such as tax planning, tax compliance and other services,
generally are pre-approved on a case-by-case basis. All of the fees paid to the
independent auditors in Fiscal 2007 were pre-approved by the Audit
Committee.

Audit
Fees: During Fiscal 2007, the Company incurred
fees of $131,000 for audit and financial statement review services from
McGladrey and $110,000 for those services during Fiscal 2006.

Audit-Related Fees: For Fiscal
2007, the Company incurred fees of $1,400 to McGladrey for audit related
services and $1,960 for those services during Fiscal 2006.

Tax
Fees: During Fiscal 2007, the Company incurred
fees of $47,125 to RSM McGladrey, Inc. (RSM), an affiliate of McGladrey, for tax
compliance, tax advice and tax planning. During Fiscal 2006, the Company
incurred fees of $16,000 to RSM for such services. State tax services were added
during 2007 and account for the increase in 2007 tax related fees to RSM.

All
Other Fees: During Fiscal 2007 and Fiscal 2006,
the Company incurred no fees for services other than audit, audit-related and
tax-related services from McGladrey.

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PART IV

Item 15. Exhibits and Financial
Statements Schedules

The following exhibits are filed with
this report.

|31.1 |  | Certification of
      Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.                                                                             
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|31.2 |  | Certification of
      Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.                                                                             
|    
|32   |  | Certification of Chief
      Executive Officer and Chief 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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SIGNATURES

Pursuant to
the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|(Registrant)                   | Boss Holdings, Inc.                                           
|------------------------------ | --------------------------------------------------------------
|                              
|By (Signature and
      Title) | /s/ Steven
      G. Pont                                      
|                               | Steven G. Pont,
      Vice President of Finance               
|                               | Principal Financial Officer and
      Chief Accounting Officer
|                               | Date: April 28,
      2008                                    

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