**UNITED
STATES****SECURITIES AND
EXCHANGE COMMISSIONWASHINGTON, D.C. 20549****FORM 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 27,
      2008**or[   ]
    TRANSITION
      REPORT PURSUANT TO SECTION 13 OR15(d) OF
      THE SECURITIES EXCHANGE ACT OF 1934For the transition period
      fromto


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 Class**Common 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 28, 2008 was approximately $5,535,761.

There were 2,116,047 shares of the Registrants common stock outstanding
as ofMarch 15, 2009.

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 27,
2008, filed on March 27, 2009 (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 59 - 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. and True Religion Apparel, Inc.

Perry A. LernerAge 66 - Director since June 1996. Mr. Lerner is the
Managing Director of CPW Capital, 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 53 - 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 Boards of Directors of Pacific Capital Bancorp and FutureFuel
Corp.

Paul A. NovellyAge 65 - 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.

William R. LangAge 49 Director since June 2006. Mr.
Lang is a certified public accountant and is 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 61, 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 27,
2008 (Fiscal 2008) 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 2008 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:

2008 SUMMARY COMPENSATION TABLE

|                             |      |         |        |        |        | Non-         |              |        
|---------------------------- | ---- | ------- | ------ | ------ | ------ | ------------ | ------------ | -------
|                             |      |         |        |        |        | Equity       |              |        
|                             |      |         |        |        |        | Incentive    |              |        
|                             |      |         |        | Stock  | Option | Plan         | All Other    |        
|Name and Principal           |      | Salary  | Bonus  | Awards | Awards | Compensation | Compensation | Total  
|Position                     | Year | ($)(1)  | ($)    | ($)    | ($)(2) | ($)          | ($)          | ($)    
|G. Louis Graziadio III       | 2008 | 167,475 | -0-    | -0-    | -0-    | -0-          | -0-          | 167,475
|CEO and
      Chairman       | 2007 | 167,475 | 30,000 | -0-    | 10,834 | -0-          | -0-          | 208,309
|Richard Bern                 | 2008 | 294,625 | -0-    | -0-    | -0-    | 153,196      | -0-          | 447,821
|Operational
      Consultant | 2007 | 290,375 | 43,000 | -0-    | 2,742  | 183,275      | -0-          | 519,392
|Terrence J. Brizz            | 2008 | 150,000 | 15,000 | -0-    | -0-    | -0-          | 10,000       | 175,000
|President of Galaxy          | 2007 | 150,000 | -0-    | -0-    | -0-    | 66,622       | 10,000       | 226,622
|Balloons,
      Incorporated |      |         |        |        |        |              |              |        
|William E. Donze             | 2008 | 111,445 | -0-    | -0-    | -0-    | 45,954       | 7,200        | 164,599
|President of Boss Pet        | 2007 | 112,528 | -0-    | -0-    | -0-    | 63,451       | 7,200        | 183,179
|Products,
      Inc.         |      |         |        |        |        |              |              |        
|James F. Sanders             | 2008 | 127,775 | -0-    | -0-    | -0-    | -0-          | -0-          | 127,775
|Secretary & General          | 2007 | 135,250 | 40,000 | -0-    | 3,200  | -0-          | -0-          | 178,450
|Counsel                      |      |         |        |        |        |              |              |        
|Steven G. Pont               | 2008 | 121,154 | 20,000 | -0-    | -0-    | -0-          | -0-          | 141,154
|Vice President              | 2007 | 113,077 | 25,000 | -0-    | -0-    | -0-          | -0-          | 113,077
|Finance                      |      |         |        |        |        |              |              |        

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.                                                                                                                                                       

7

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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 2008 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 2008 is payable in
two equal installments, one in March, 2009 and the other in March, 2010, with
the 2010 installment dependent upon his continued service to the Company and the
Companys continued profitability in Fiscal 2009.

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.

8

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In
determining the total compensation package for the CEO for Fiscal 2008, 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-in-control. 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 issued 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 2008. 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 27, 2008:

OUTSTANDING EQUITY AWARDS AT
FISCAL YEAR-END 2008

|                             | Option Awards | Stock        
|---------------------------- | ------------- | -------------
|                             |               | Awards       
|                             |               |              
|                             |               |              
|                             |               |              
|                             | Number of     | Number of    
|                             | Securities    | Securities   
|                             | Underlying    | Underlying   
|                             | Unexercised   | Unexercised  
|                             | Options       | Options      
|                             | (#)           | (#)          
|Name                         | Exercisable   | Unexercisable
|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 2008, 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 2008, Committee members received
compensation of $1,000 per committee meeting attended. The total cash
compensation paid to all non-employee directors during Fiscal 2008 was $102,000.
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.

10

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2008 DIRECTOR
COMPENSATION

|                      | Fees Earned or   | Stock  | Option |                
|--------------------- | ---------------- | ------ | ------ | ---------------
|Name                  | Paid in Cash ($) | Awards | Awards | Total
      ($)
|William R.
      Lang | 27,000           | -0-    | 8,000  | 35,000         
|Perry A.
      Lerner | 25,000           | -0-    | -0-    | 25,000         
|Lee E.
      Mikles   | 27,000           | -0-    | -0-    | 27,000         
|Paul A.
      Novelly | 23,000           | -0-    | -0-    | 23,000         

All
cash consideration reflected in the Fees Earned column above was in respect of
the directors annual stipends and committee meeting fees. During Fiscal 2008,
the Company did not issue any non-qualified options under the 2004 Stock
Incentive Plan. There were no awards of restricted stock during Fiscal 2008 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
2008 of options awarded to the named directors during prior periods.

11

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

SECURITIES AUTHORIZED FOR
ISSUANCE UNDER EQUITY COMPENSATIONPLANS

Equity Compensation Plan
Information as of the end of Fiscal 2008

|                          | 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   | 316,000                    | $3.34             | 122,834                       
|security
      holders    |                            |                   |                               
|Equity
      Compensation |                            |                   |                               
|Plans not
      approved  | -0-                        | N/A               | -0-                           
|by security
      holders |                            |                   |                               
|Total                     | 316,000                    | $3.34             | 122,834                       

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERSAND MANAGEMENT

The
following table sets forth, as of April 1, 2009, 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)                 | 10,000                  
|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   | 1,542,194               
|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 134,500
      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 9,
      2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|(7)  |  | Includes 15,500 shares
      subject to options granted under the Companys 1998 Director
      Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|(8)  |  | Includes 99,283 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.                                                                                                                                                                                                                                                                                    
|    
|(10) |  | Includes 10,000 shares
      subject to options granted under the Companys 2004 Stock
    Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|(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 4,000
      shares subject to options granted under the Companys 1998 Employee
      Plan.

Item 13. Certain
Relationships and Related Transactions and DirectorIndependence

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 2008 and 2007 were $135,673 and $154,415,
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 2008, Mr. Sanders was paid
$127,775 for legal services. 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 2008. 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 2008 were
pre-approved by the Audit Committee.

Audit Fees: During Fiscal
2008, the Company incurred fees of $130,050 for audit and financial statement
review services from McGladrey and $131,000 for those services during Fiscal
2007.

Audit-Related Fees: For Fiscal
2008, the Company did not incur any additional fees to McGladrey for audit
related services and $1,400 for those services during Fiscal 2007.

Tax Fees: During Fiscal 2008,
the Company incurred fees of $99,400 to RSM McGladrey, Inc. (RSM), an
affiliate of McGladrey, for tax compliance, tax advice and tax planning. During
Fiscal 2007, the Company incurred fees of $47,125 to RSM for such services.
Additional state tax services were required in 2008 for voluntary disclosure to
states not previously filed in. This accounted for the increase in 2008 tax
related fees to RSM.

All Other Fees: During Fiscal
2008 and Fiscal 2007, 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, 2009                                          

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