UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                   FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

      Date of report (Date of earliest event reported): December 29, 2006


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

                                   Delaware
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                (State or Other Jurisdiction of Incorporation)

            0-23204                                58--1972066
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   (Commission File Number)             (IRS Employer Identification No.)


                             221 West First Street
                            Kewanee, Illinois 61443
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                   (Address of Principal Executive Offices)

                                 (800) 447-4581
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                        (Registrant's Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act







ITEM 5.02.  DEPARTURE OR APPOINTMENT OF DIRECTORS OR PRINCIPAL OFFICERS

         On December 29, 2006, J. Bruce Lancaster, a director and executive
vice president, chief financial officer and principal accounting officer of
Boss Holdings, Inc. (the "Company") resigned from the Company and announced
that he was taking a position with another firm.

         The Company also announced the hiring of Steven G. Pont as vice
president/finance and principal accounting officer to replace Mr. Lancaster.
Mr. Pont will commence employment with the Company on January 22, 2007. Mr.
Pont is 52 years old and is a resident of Kewanee, Illinois, the Company's
headquarters. Mr. Pont comes to the Company with a wealth of experience in
finance and accounting, having served from 1999 through May, 2006, as Vice
President and Chief Financial Officer of Bomag Americas, Inc., a worldwide
leader in the manufacture and distribution of compaction equipment. At Bomag,
Mr. Pont was responsible for overall management of finance, credit and
information technology functions, including financial reporting and analysis.
From 1983 through 1999, Mr. Pont worked as an accountant, financial analyst
and controller for Bomag or its predecessors. Since August, 2006, Mr. Pont has
been employed as vice president/finance of H.C. Duke & Son, Inc., a
manufacturer and distributor of ice cream and frozen desert equipment, located
in East Moline, Illinois. Mr. Pont is not related to any director or executive
officer of the Company and has not been a party to any transactions with the
Company prior to his hiring.

                                  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.

BOSS HOLDINGS, INC.



By:   /s/ James F. Sanders
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      James F. Sanders, Corporate Secretary

Date: January 4, 2007

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