<SUBMISSION>
<ACCESSION-NUMBER>0001133796-05-000094
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20050503
<ITEMS>2.02
<ITEMS>9.01
<FILING-DATE>20050503
<DATE-OF-FILING-DATE-CHANGE>20050503
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BLUEFLY INC
<CIK>0001030896
<ASSIGNED-SIC>5961
<IRS-NUMBER>133612110
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-14498
<FILM-NUMBER>05793985
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>42 WEST 39TH ST
<CITY>NEW YORK
<STATE>NY
<ZIP>10018
<PHONE>2129448000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>42 WEST 39TH ST
<CITY>NEW YORK
<STATE>NY
<ZIP>10018
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>PIVOT RULES INC
<DATE-CHANGED>19970305
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>bi50539.txt
<TEXT>
================================================================================

                                  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 and Exchange Act of 1934

          Date of Report (Date of earliest event reported): May 3, 2005

                                  Bluefly, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                   001-14498                 13-3612110
----------------------------   ------------------------   ----------------------
(State or other jurisdiction   (Commission File Number)       (IRS Employer
       of incorporation)                                  Identification Number)

            42 West 39th Street, New York, New York                10018
            ----------------------------------------             ----------
            (Address of principal executive offices)             (Zip Code)

       Registrant's telephone number, including area code: (212) 944-8000


      --------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

         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 (see General Instruction A.2. below):

         [ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

         [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

         [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

================================================================================

<PAGE>

                        SECTION 5 - FINANCIAL INFORMATION
            ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 3, 2005, Bluefly, Inc. (the "Company") issued a press release, announcing
its financial results for the quarter ended March 31, 2005. Attached to this
Current Report on Form 8-K as Exhibit 99.1 is a copy of such press release. The
information in this Current Report on Form 8-K and the Exhibit attached hereto
shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. Such information will not be incorporated by
reference into any registration statement filed by the Company under the
Securities Act of 1933, as amended, unless specifically identified therein as
being incorporated by reference.

                  SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
                  ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

99.1 Press Release dated May 3, 2005

<PAGE>

                                   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.

                                              BLUEFLY, INC.
                                              (Registrant)

Date: May 3, 2005                      By: /s/ Patrick C. Barry
                                           -------------------------------------
                                              Name:  Patrick C. Barry
                                              Title: Chief Operating Officer
                                                     and Chief Financial Officer

<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.
-----------
99.1     Press release issued by the Company on May 3, 2005.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>bi50539ex991.txt
<TEXT>
                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE       Investor Contact:         Press Contact:
                            Patrick Barry             Curtis Hougland
                            CFO, Bluefly, Inc.        RLMpr
                            212- 944-8000 ext. 239    212-741-4660 ext. 220
                            pat@bluefly.com           curtis@RLMpr.com

           BLUEFLY CUTS OPERATING LOSS BY 48%; REVENUE GROWS BY 21.5%
        Results Driven by Record First Quarter Revenue and Margin Levels

                            First Quarter Highlights

     .    Gross Profit Increases 29.2%
     .    Revenue Increases 21.5%
     .    Gross Margin Increases by 220 Basis Points to 36.2%
     .    Operating Loss Cut by 48%; Net Loss Cut by Almost 21%

New York, NY May 3, 2005 -- Bluefly, Inc. (NASDAQ SmallCap: BFLY), a leading
Internet retailer of designer brands, fashion trends and superior value
(www.bluefly.com), today announced that it had reduced its first quarter
operating loss by 48%, to $736,000 from $1,419,000 in the first quarter of 2004.
The results were driven by continued strong gross profit performance, as the
company simultaneously grew both its revenue and its gross margin percentage for
a sixth straight quarter. Gross profit increased by 29.2% for the first quarter
of 2005, to $4,885,000 from $3,782,000 in the first quarter of 2004. This
increase was driven by a 21.5% increase in revenue, to approximately $13,502,000
from $11,114,000 in the first quarter of 2004, and an increase in gross margin,
to 36.2% from 34.0% in the first quarter of 2004.

"During the first quarter, we built upon the momentum that we created during
this past Holiday season," said Melissa Payner, Bluefly's CEO. "We accelerated
our growth while continuing to improve our margins, and these improvements fell
directly to the bottom line."

 "As excited as we are about our first quarter results, we are even more excited
about the rest of the year," continued Payner. "We are driving customer
acquisition through new initiatives such as our `Win a Porsche Sweepstakes' and
other direct response marketing. We plan to increase consumer awareness
significantly through a major consumer public relations push in advance of
launching our Summer collection. Like our highly successful Spring launch, the
Summer launch will include all of the hottest trends for the season. We will
also continue to increase customer loyalty through improvements to our Web site.
For example, our new boutiques section will highlight fully merchandised outfits
focused on the latest trends, allowing our customers to purchase either the
entire outfit or any part of it. These exciting initiatives should yield
benefits throughout 2005."

Other financial results for the first quarter of 2005 were as follows (all
comparisons are to the first quarter of 2004):

<PAGE>

     .    Net loss for the first quarter decreased by 21.0% to $893,000 (or
          $0.13 per share) from $1,130,000 (or $0.15 per share)./1/

     .    New customers acquired during the first quarter increased by 10.3% to
          36,765 from 33,335 in the first quarter of 2004.

     .    Gross average order size for the first quarter increased by 5.5% to
          $200.06 from $189.56 in the first quarter of 2004.

About Bluefly, Inc.

Founded in 1998, Bluefly, Inc. (NASDAQ SmallCap: BFLY) is a leading online
retailer of designer brands, fashion trends and superior value. Bluefly is
headquartered at 42 West 39th Street in New York City, in the heart of the
Fashion District. For more information, please call 212-944-8000 or visit
www.bluefly.com.

   This press release may include statements that constitute "forward-looking
   statements," usually containing the words "believe," "project," "expect" or
   similar expressions. These statements are made pursuant to the safe harbor
       provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements inherently involve risks and uncertainties that could
 cause actual results to differ materially from the forward-looking statements.
 The risks and uncertainties are detailed from time to time in reports filed by
  the company with the Securities and Exchange Commission, including Forms 8-K,
  10-Q and 10-K. These risks and uncertainties include, but are not limited to,
   the company's ability to execute on, and gain additional revenue from, its
consumer public relations and other marketing initiatives; the company's history
    of losses and anticipated future losses; need for additional capital and
  potential inability to raise such capital; the potential failure to forecast
revenues and/or to make adjustments to operating plans necessary as a result of
    any failure to forecast accurately; unexpected changes in fashion trends;
  cyclical variations in the apparel and e-commerce market; the availability of
merchandise; the need to further establish brand name recognition; management of
   potential growth; and risks associated with our ability to handle increased
             traffic and/or continued improvements to its Web site.

                                     -more-

----------
/1/ Net loss per share for the first quarter of 2005 is based on a weighted
average of 15,299,040 shares outstanding, while net loss per share for the first
quarter of 2004 is based on a weighted average of 14,314,722 shares outstanding.

<PAGE>

           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

                                                       THREE MONTHS ENDED
                                                 -----------------------------
                                                   MARCH 31,        MARCH 31,
                                                     2005             2004
                                                 ------------     ------------
Net sales                                        $ 13,502,000     $ 11,114,000
Cost of sales                                       8,617,000        7,332,000
                                                 ------------     ------------
   Gross profit                                     4,885,000        3,782,000
   Gross profit percentage                               36.2%            34.0%

Selling, marketing and fulfillment expenses         4,035,000        3,449,000
General and administrative expenses                 1,586,000        1,752,000
                                                 ------------     ------------

 Operating loss                                      (736,000)      (1,419,000)

Interest and other income                              40,000          456,000

Interest expense                                     (197,000)        (167,000)
                                                 ------------     ------------

Net loss                                         $   (893,000)    $ (1,130,000)
                                                 ------------     ------------

Preferred stock dividends                          (1,115,000)      (1,024,000)

Net loss available to common shareholders        $ (2,008,000)    $ (2,154,000)
                                                 ------------     ------------

Basic and diluted net (loss) income per share
   (after preferred stock dividends)             $      (0.13)    $      (0.15)
                                                 ============     ============

Weighted average shares outstanding                15,299,040       14,314,722
                                                 ============     ============

                                     -more-

<PAGE>

SELECTED BALANCE SHEET DATA & KEY METRICS-
UNAUDITED

                                                   MARCH 31,      DECEMBER 31,
                                                     2005             2004
                                                 ------------     ------------
Cash, including Restricted Cash of $1,260,000
 at March 31, 2005                               $  5,410,000     $  7,938,000
Inventories, net                                   13,591,000       12,958,000
Prepaid Inventory                                   1,736,000           84,000
Other Current Assets                                2,746,000        2,475,000
Property & Equipment, net                           2,520,000        1,933,000
Current Liabilities--excluding related party
 liabilities below                                 10,697,000        9,413,000
Notes Payable to Related Party Shareholders
 (including interest payable)                       4,791,000        4,658,000
Shareholders' Equity                               10,601,000       11,389,000


                                                 THREE MONTHS     THREE MONTHS
                                                     ENDED            ENDED
                                                   MARCH 31,        MARCH 31,
                                                     2005             2004
                                                 ------------     ------------
Average Order Size (including shipping &
 handling revenue)                               $     200.06     $     189.56
Customers Added During Period                          36,765           33,335

                                     -more-

<PAGE>

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

<TABLE>
<CAPTION>
                                                               THREE MONTHS      THREE MONTHS
                                                                   ENDED             ENDED
                                                              MARCH 31, 2005    MARCH 31, 2004
                                                              --------------    --------------
<S>                                                           <C>               <C>
Cash flows from operating activities:
 Loss from operations                                         $     (893,000)   $   (1,130,000)
 Adjustments to reconcile loss from operations
   to net cash used in operating activities:
    Depreciation and amortization                                    290,000           362,000
    Change in value of warrants                                           --          (261,000)
    Non-cash expense related to warrants issued to supplier           67,000            24,000
    Provisions for returns                                            27,000          (588,000)
    Allowance for doubtful accounts                                   64,000            38,000
    Stock options expense                                             16,000                --
    Reserve for inventory obsolescence                               158,000           100,000
    Changes in operating assets and liabilities:
     (Increase) decrease in:
      Inventories                                                   (858,000)          734,000
      Accounts receivable                                           (754,000)         (319,000)
      Prepaid inventory                                           (1,652,000)          (21,000)
      Prepaid expenses                                                79,000            79,000
      Other current assets                                           333,000           (82,000)
     (Decrease) increase in:
      Accounts payable                                             1,427,000           847,000
      Accrued expenses and other current liabilities                (273,000)         (245,000)
      Long-term interest payable to related party
       shareholders                                                  133,000           119,000
      Deferred revenue                                               203,000           325,000
                                                              --------------    --------------

      Net cash used in operating activities                       (1,633,000)          (18,000)

Cash flows from investing activities:
 Purchase of property and equipment                                 (877,000)         (224,000)
                                                              --------------    --------------

      Net cash used in investing activities                         (877,000)         (224,000)
                                                              --------------    --------------

Cash flows from financing activities:
 Net proceeds from January 2004 financing                                 --         4,577,000
 Net proceeds from exercise of Employee Stock Options                 89,000            96,000
 Payment of capital lease obligation                                (114,000)          (71,000)
                                                              --------------    --------------

      Net cash (used in) provided by financing activities            (25,000)        4,602,000
                                                              --------------    --------------

Net increase (decrease) in cash and cash equivalents              (2,535,000)        4,360,000

Cash and cash equivalents - beginning of period                    6,685,000         7,721,000
                                                              --------------    --------------

      Cash and cash equivalents - end of period               $    4,150,000    $   12,081,000
                                                              --------------    --------------
</TABLE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
