8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                                November 17, 2004
                Date of Report (Date of earliest event reported)

                   THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
             (Exact name of registrant as specified in its charter)


          Delaware                     1-16187                   98-0125787
(State or other jurisdiction  (Commission File Number)         (IRS Employer
     of incorporation)                                      Identification No.)


        21098 Bake Parkway, Suite 100, Lake Forest, California 92630-2163
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (949) 470-9535

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The Company entered into a Securities Purchase Agreement (the "Securities
Purchase Agreement") between the Company and the accredited investors party
thereto. The Securities Purchase Agreement provides for the purchase and sale of
an aggregate amount of 2,131,033 shares of Common Stock of the Company at a
price of $1.05 per share and warrants to purchase an aggregate of 426,206 shares
of Common Stock for an aggregate consideration of $2,237,585. The warrants have
a term of five years and an exercise price of $1.31 per share.

The transactions contemplated by the Securities Purchase Agreement closed on
November 19, 2004. In connection with the Securities Purchase Agreement, the
Company and the investors entered into a Registration Rights Agreement, dated as
of November 17, 2004 (the "Registration Rights Agreement"), pursuant to which
Company has agreed to file a registration statement (the "Registration
Statement") covering the resale of the securities issued pursuant to the
Securities Purchase Agreement.

Also in connection with the Securities Purchase Agreement, the Company entered
into a Lock-Up Agreement with certain of its stockholders, dated as of November
17, 2004, pursuant to which such stockholders have agreed not to sell or dispose
of Company securities owned by them for a period of 90 trading days following


                                       2


the date on which the registration statement is declared effective by the
Securities and Exchange Commission (the "SEC").

Copies of the Securities Purchase Agreement, the form of warrant issued pursuant
to the Securities Purchase Agreement, the Registration Rights Agreement and the
Lock-Up Agreement are attached as exhibits to this report. Also attached as an
exhibit is the press release issued by the Company on November 22, 2004
regarding these transactions.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

In September 2004 the Company issued a total of 57,775 shares of Common Stock to
certain creditors of the Company in settlement of debts totaling $87,100. The
Company also issued 10,000 shares of common stock as partial payment of a loan
to a related party.

As reported in the Company's Current Report on Form 8-K dated October 20, 2004,
the Company has issued 2,733,333 shares of Common Stock on conversion of the
Company's outstanding 2,050 shares of Series B Convertible Preferred Stock and
has issued 1,387,883 shares of Common Stock in settlement of debts of the
Company totaling $1,040,874.

As described in Item 1.01 above, on November 19, 2004 the Company issued to
accredited investors, pursuant to the Securities Purchase Agreement, 2,131,033
shares of Common Stock of the Company and warrants to purchase an aggregate of
426,206 shares of Common Stock for an aggregate consideration of $2,237,585. In
addition, the Company issued a warrant to purchase 170,483 shares of Common
Stock to the placement agent for the transactions contemplated by the Securities
Purchase Agreement. The warrant has a term of five years and an exercise price
of $1.15 per share.

In November 2004 the Company issued a total of 417,963 shares of Common Stock to
a creditor of the Company in settlement of debts totaling $438,860.96 pursuant
to a Convertible Promissory Note issued by the Company in August 2004 and issued
a total of 306,667 shares of Common Stock to a consultant to the Company for
consulting services rendered.

The Common Stock and Warrants were issued in reliance upon (i) the exemptions
from registration provided by section 4(2) of the Securities Act of 1933 and
Regulation D promulgated there under as the securities were offering in a
private transactions which did not involve any public offering and (ii) the
exemption from registration provided by Regulation S as the purchaser was not a
U.S. Person as that term is defined in Regulation S.

Attached as an exhibit is the press release issued by the Company on November
22, 2004 regarding these transactions.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCALYEAR

On November 17, 2004, the Company's certificate of incorporation was amended to
increase the authorized capital stock of the Company to 150,000,000 shares of
common stock and to effect a one-for-twenty reverse stock split of the
outstanding Common Stock. All Common Stock references herein have been adjusted
to reflect the stock split. Also on November 17, 2004, the Company's Certificate
of Designation for its Series B Convertible Preferred Stock was amended to
correct the inconsistency between the Certificate of Designation for the
Preferred Stock, limits the amount of Common Stock which may be converted at any


                                       3


time for a particular holder of Preferred Stock to 4.9% of the Company's issued
and outstanding Common Stock, and the subscription agreement pursuant to which
the Preferred Stock was issued, which waives this provision in cases where the
holder already holds in excess of 4.9% of our issued and outstanding Common
Stock. Both amendments were effected on the terms set forth on the Company's
Definitive Information Statement on Schedule 14C filed with the SEC on October
25, 2004.

Attached as an exhibit is the press release issued by the Company on November
22, 2004 regarding these amendments.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

      (c)   Exhibits

      The following exhibits are filed with this report:

            (1)   Securities Purchase Agreement, dated as of November 12, 2004,
                  between the Company and the investors party thereto

            (2)   Form of Warrant

            (3)   Registration Rights Agreement, dated as of November 17, 2004,
                  between the Company and the investors party thereto

            (4)   Lock-Up Agreement, dated as of November 17, 2004, between the
                  Company and certain of its stockholders

            (5)   Press Release of the Company issued on November 22, 2004

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:   November 22, 2004

THE BLUEBOOK INTERNATIONAL HOLDING COMPANY


By:        /s/  Mark A. Josipovich
         Mark A. Josipovich
         President and Chief Executive Officer

EX-5

                                                                       Exhibit 5

BLUEBOOK INTERNATIONAL HOLDING COMPANY CLOSES $2.2 MILLION PRIVATE PLACEMENT OF
COMMON STOCK
Monday November 22, 12:04 pm ET

LAKE FOREST, Calif., Nov. 22 /PRNewswire-FirstCall/ -- The Bluebook
International Holding Company (OTC Bulletin Board: BBKH - News), a provider of
software solutions and information services for the insurance and related
service industries, ---- ---- announces that it has completed its $2.2 million
private placement announced November 15, 2004 and its reorganization announced
October 20, 2004.

All common share figures herein have been adjusted to effect the one for twenty
reverse stock split effected November 17, 2004. As a result of the reverse stock
split the Company's symbol was changed, effective at the start of trading on
November 17, 2004 to BBKH.

Pursuant to the private placement, the Company issued approximately 2.13 million
shares of common stock at $1.05 and warrants to purchase approximately 426,000
shares of common stock at $1.31 per share in a private placement with
institutional investors. Roth Capital Partners, LLC acted as placement agent in
the transaction.

Pursuant to the reorganization, the Company settled debts totaling approximately
$1.81 million through the issuance of approximately 2.19 million shares of
common stock and issued approximately 2.73 million shares of common stock on the
conversion of all of the Company's outstanding Series B Preferred Stock.

There are approximately 8.76 million basic shares outstanding and 9.36 million
fully diluted shares.

Mark Josipovich, Bluebook International CEO stated, "This is a significant
milestone for the Company. With our improved balance sheet and new working
capital, we are now positioned to execute our business plan by expanding our
sales channels and leveraging our proprietary technology."

The private placement is being made only to accredited investors in a
transaction exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"). The shares of common stock being issued
have not been registered under the Securities Act, or any state securities laws
and, unless so registered, may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell, or the solicitation of
an offer to buy, any securities, nor shall there be any sale of the securities
in any jurisdiction in which such offering would be unlawful.

About The Bluebook International Holding Company

The Bluebook International Holding Company (OTC Bulletin Board: BBKH - News) is
a leading data, software and services provider to the Property and Casualty
insurance industry. The Bluebook's products serve the underwriting and claims
process with highly scalable and accessible software solutions built on
Bluebook's industry utilized standards, pricing and best practices. Bluebook's
international property repair and replacement data combined with standards in
technology are providing significant enhancements in workflow and reducing
costs.


                                       4


Cautionary Statement

This release contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. As such, final results
could differ from estimates or expectations due to risks and uncertainties,
including but not limited to: incomplete or preliminary information; changes in
government regulations and policies; continued acceptance of the Company's
products and services in the marketplace; competitive factors; technological
changes; the Company's dependence upon third-party suppliers; intellectual
property rights and other risks. For any of these factors, the Company claims
the protection of the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995, as amended.

     Web site: http://www.bluebook.net/

     Contact:
     Liolios Group Inc.
     Scott Liolios
     2431 W. Coast Highway #202
     Newport Beach, CA 92663
     949-574-3860
     scott@liolios.com