Edgar Filing: BLUE HOLDINGS, INC.

As filed with the Securities and Exchange Registration No. 333-128288
Commission on May 12, 2006
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO FORM SB-2
ON FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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BLUE HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)

NEVADA 88-0450923
(State or Other Jurisdiction of (I.R.S Employer
Incorporation or Organization) Identification No.)

5804 E. SLAUSON AVE.
COMMERCE, CA 90040
(323) 725-5555
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Principal Executive Offices)

PATRICK CHOW, CHIEF FINANCIAL OFFICER
BLUE HOLDINGS, INC.
5804 E. SLAUSON AVE.
COMMERCE, CA 90040
(323) 725-5555

Copy to:

GREGORY AKSELRUD, ESQ.
STUBBS ALDERTON & MARKILES, LLP
15821 VENTURA BOULEVARD, SUITE 525
ENCINO, CALIFORNIA 91436
(818) 444-4500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Post-Effective Amendment.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [_]

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this form is a registration statement pursuant to General Instruction I.D. or
a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [_]

If this form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securiteis
Act, check the following box. [_]

CALCULATION OF REGISTRATION FEE

============================================= ================= ================= ==================== =============
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED AMOUNT OF
OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER UNIT (2) OFFERING PRICE (2) FEE (3)
--------------------------------------------- ----------------- ----------------- -------------------- -------------

Common Stock, par value $.0001 per share... 23,351,822 $5.94 $138,709,823 $16,327
--------------------------------------------- ----------------- ----------------- -------------------- -------------
TOTAL 23,351,822 $138,709,823 $16,327
============================================= ================= ================= ==================== =============

(1) In the event of a stock split, stock dividend, or other similar
transaction involving the Registrant's common stock, in order to
prevent dilution, the number of shares registered shall automatically
be increased to cover the additional shares in accordance with Rule
416(a) under the Securities Act.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, using the
average of the high and low price as reported on the NASDAQ Capital
Market on May 2, 2006.

(3) A registration fee of $26,784 was paid with respect to 25,284,657
shares with the initial filing of the Registration Statement.

THIS POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 333-128288
SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(C) OF THE
SECURITIES ACT OF 1933 ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(C), MAY DETERMINE.
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EXPLANATORY NOTE

Pursuant to Rule 401(e) of the Securities Act of 1933, the Registrant
is filing this Post-Effective Amendment No. 2 (the "Amendment") to Form SB-2 on
Form S-3 to update information contained in the prospectus included in the
Registrant's Registration Statement on Form SB-2, as amended (Registration No.
333-128288) (the "Registration Statement"). The Registration Statement was
declared effective by the Securities and Exchange Commission on September 28,
2005.

Subject to Completion, Dated May 12, 2006

BLUE HOLDINGS, INC.

23,351,822 SHARES
COMMON STOCK

This prospectus relates to the offer and sale from time to time of up
to 23,351,822 shares of our common stock that are held by the shareholders named
in the "Selling Shareholders" section of this prospectus. The prices at which
the selling shareholders may sell the shares in this offering will be determined
by the prevailing market price for the shares or in negotiated transactions. We
will not receive any of the proceeds from the sale of the shares. We will bear
all expenses of registration incurred in connection with this offering. The
selling shareholders whose shares are being registered will bear all selling and
other expenses.

Our common stock is quoted on the NASDAQ Capital Market under the
symbol "BLUE." On May 2, 2006, the last reported sales price of the common stock
on the NASDAQ Capital Market was $5.94 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 4.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

The date of this prospectus is ______________

TABLE OF CONTENTS

PAGE

Prospectus Summary ........................................................ 1
Risk Factors .............................................................. 4
Forward-looking Statements ................................................ 10
Use of Proceeds ........................................................... 10
Principal and Selling Shareholders ........................................ 11
Related Party Transactions ................................................ 14
Relationships with Selling Shareholders ................................... 14
Plan of Distribution ...................................................... 21
Legal Matters ............................................................. 23
Experts ................................................................... 23
Limitation on Liability and Disclosure of Commission
Position On Indemnification for Securities Act Liabilities .............. 23
Where You Can Find More Information ....................................... 23

You should rely only on the information contained in this prospectus or
any supplement. We have not authorized anyone to provide information that is
different from that contained in this prospectus. The information contained in
this prospectus is accurate only as of the date of this prospectus, regardless
of the time of delivery of this prospectus or of any sale of our common stock.

Except as otherwise indicated, information in this prospectus reflects
a 1-for-29 reverse stock split of our common stock which took effect on and as
of June 7, 2005.

PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION CONTAINED IN GREATER
DETAIL ELSEWHERE IN THIS PROSPECTUS. THIS SUMMARY DOES NOT CONTAIN ALL THE
INFORMATION YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK. YOU SHOULD
READ THE ENTIRE PROSPECTUS CAREFULLY BEFORE MAKING AN INVESTMENT DECISION,
INCLUDING "RISK FACTORS" AND THE CONSOLIDATED FINANCIAL STATEMENTS AND THE
RELATED NOTES. REFERENCES IN THIS PROSPECTUS TO "BLUE HOLDINGS," "WE," "OUR" AND
"US" REFER TO BLUE HOLDINGS, INC. AND OUR CONSOLIDATED SUBSIDIARIES.

OUR BUSINESS

We design, develop, market and distribute high end fashion jeans,
apparel and accessories under the brand names "Antik Denim," "Yanuk," "U" and
"Taverniti So Jeans." We also plan to design, develop, market and distribute
jeans and accessories under other brands that we may license or acquire from
time to time. Our products currently include jeans, jackets, belts, purses and
T-shirts. We currently sell our products in the United States, Canada, Japan and
the European Union directly to department stores and boutiques and through
distribution arrangements in certain foreign jurisdictions. We are headquartered
in Commerce, California and maintain two showrooms in New York and Los Angeles.
We opened a retail store in Los Angeles during August 2005.

OUR INDUSTRY

We operate in the high end fashion denim industry. Our competitors are
companies such as Levi Strauss, Calvin Klein, Joe's Jeans, True Religion
Apparel, Seven For All Mankind and Citizens of Humanity. Our competitive edge
lies in our ability to create innovative concepts and designs, to develop
products with extraordinary fit, and to expand our high quality fabrics and
finishes, treatments and embellishments (including our patent pending pockets,
hand stitching and embroidery detail).

OUR HISTORY

Blue Holdings, Inc. was incorporated in the State of Nevada on February
9, 2000 under the name Marine Jet Technology Corp. From our inception through
January 2005, we focused on developing and marketing boat propulsion technology.
Between January and February 2005, we entered into separate transactions
whereby, among other matters, Keating Reverse Merger Fund, LLC ("KRM Fund"), an
existing shareholder of the Company and a selling shareholder in this
prospectus, agreed to purchase a substantial majority of our outstanding common
stock, and Intellijet Marine, Inc., a company formed by our former majority
shareholder and principal executive officer and director, Jeff P. Jordan,
acquired all of our boat propulsion technology assets and assumed all of our
then existing liabilities.

Between February 4, 2005 and April 29, 2005, we existed as a public
"shell" company with nominal assets.

REVERSE ACQUISITION AND SIGNIFICANT DEVELOPMENTS IN 2005 AND 2006

On April 14, 2005, we entered into an Exchange Agreement (the "Antik
Exchange Agreement") with Antik Denim, LLC, a California limited liability
company formed in September 2004 ("Antik"), the members of Antik (the "Antik
Members"), and KRM Fund. The closing of the transactions contemplated by the
Antik Exchange Agreement occurred on April 29, 2005. At the closing, we acquired
all of the outstanding membership interests of Antik (the "Antik Interests")
from the Antik Members, and the Antik Members contributed all of their Antik
Interests to us. In exchange, we issued to the Antik Members 843,027 shares of
our Series A Convertible Preferred Stock, par value $0.001 per share (the
"Preferred Shares"), which, as a result of the approval by a substantial
majority of our outstanding shareholders

entitled to vote and the approval by our Board of Directors, of amendments to
our Articles of Incorporation that (i) changed our name to Blue Holdings, Inc.,
(ii) increased our authorized number of shares of common stock to 75,000,000,
and (iii) adopted a 1-for-29 reverse stock split, on June 7, 2005 converted into
708,984,875 shares of our common stock on a pre-reverse stock split basis and
24,447,783 shares of our common stock on a post-reverse stock split basis.

At the closing, Antik became our wholly-owned subsidiary. The exchange
transaction with Antik was accounted for as a reverse merger (recapitalization)
with Antik deemed to be the accounting acquirer, and we were deemed to be the
legal acquirer.

As of May 9, 2006, the former members of Antik held approximately 86.8%
of the outstanding shares of our common stock.

On July 5, 2005, we entered into a license agreement with Yanuk Jeans
LLC, a company wholly-owned by Paul Guez, to sell products under the "Yanuk"
label. This agreement became effective as of July 1, 2005, and will expire on
June 30, 2015. Under the terms of the agreement, we became the exclusive
licensor for the design, development, manufacture, sale, marketing and
distribution of "Yanuk" branded products to the wholesale and retail trade. The
agreement provides for annual royalty payments equal to six percent of all net
sales that we generate from sale of the licensed products or annual minimum
royalty payments. In addition, during the term of the license agreement, we have
the option to purchase from Yanuk Jeans LLC the property licensed under the
agreement.

On September 8, 2005, Antik entered into an agreement with Titan
Industries, Inc. that provides Titan with an exclusive right to use the "Antik
Denim" trademark for the sale of men's and women's footwear in the United States
and its possessions and territories, Canada and Mexico, and a right of first
refusal for similar use of the trademark in Europe and South America.

On October 6, 2005, we entered into a five-year license agreement with
Yanuk Jeans LLC, effective October 5, 2005. Under the terms of the license
agreement, we became the exclusive licensor for the design, development,
manufacture, sale, marketing and distribution of Yanuk Jeans LLC's "U" brand
products to the wholesale and retail trade. The agreement provides for annual
royalty payments equal to five percent of all net sales that we generate from
sale of the licensed products or annual minimum royalty payments. In addition,
during the term of the license agreement, we have the option to purchase from
Yanuk Jeans LLC the property licensed under the license agreement.

On October 31, 2005, we entered into an Exchange Agreement (the
"Taverniti Exchange Agreement") with Taverniti So Jeans, LLC, a California
limited liability company formed in September 2004 ("Taverniti"), and the
members of Taverniti (the "Taverniti Members"). Under the Taverniti Exchange
Agreement, the Company acquired all of the outstanding membership interests of
Taverniti (the "Taverniti Interests") from the Taverniti Members, and the
Taverniti Members contributed all of their Taverniti Interests to the Company.
In exchange, we issued to the Taverniti Members, on a pro rata basis, an
aggregate of 500,000 shares of our Common Stock, par value $0.001 per share, and
paid to the Taverniti Members, on a pro rata basis, an aggregate of Seven
Hundred Fifty Thousand Dollars ($750,000). At the closing of the exchange
transaction, Taverniti became our wholly-owned subsidiary.

Paul Guez, the Company's Chairman, Chief Executive Officer, President
and majority shareholder, was and remains the sole manager and was a member of
Taverniti. Elizabeth Guez, Paul Guez's spouse and the Company's former Chief
Operating Officer, was a member of Taverniti. Two other members of Mr. and Mrs.
Guez's family, including Gregory Abbou, the President of Taverniti, were the
remaining members of Taverniti. Taverniti is the exclusive licensee for the
design, development, manufacture, sale, marketing and distribution of the
"Taverniti So Jeans" trademark in the denim and knit sports wear categories for
men and women. It is paying royalties to Taverniti Holdings LLC in the ranges of

5-8 percent depending on the net sales of the licensed products pursuant to a
license agreement with Taverniti Holdings LLC. Taverniti Holdings LLC is jointly
owned by Paul Guez (60%) and Jimmy Taverniti (40%), the designer of the products
for the brand, and Mr. Guez is the sole manager. The license agreement was
signed in May 2004 and expires on December 31, 2015.

On March 31, 2006, we entered into a Letter of Intent with Global
Fashion Group, SA ("Global Fashion Group") to form a new joint venture company
which will have a license to produce, manufacture and distribute apparel and
accessories for our three principal brands, "Antik Denim," "Taverniti So Jeans"
and "Yanuk," throughout Europe and other territories. The initial term of the
license will be for two years, with automatic renewal for an additional
three-year term if the joint venture achieves target net sales and is not in
breach of the license. Under the terms of the Letter of Intent, the joint
venture will pay to us a royalty of fifteen percent (15%) of all net sales of
the licensed products and will pay guaranteed minimum royalties on an annual
basis in the aggregate amount of EUR 13.4 million through 2010 assuming the
license to the joint venture is renewed. The Letter of Intent provided for an
upfront initial license fee of EUR 200,000. We will own one-half of the
ownership interest in the joint venture and Global Fashion Group will own the
remaining half. The joint venture will have a right of first refusal to license
future brands developed by us and neither the joint venture nor Global Fashion
Group are permitted to engage in competitive activities with respect to the
products licensed to the joint venture during the term of the license. The
parties are currently negotiating the final definitive documents for the
transaction.

OUR CONTACT INFORMATION

The address of our principal executive office is 5804 E. Slauson Ave.
Commerce, CA 90040, and our telephone number is (323) 725-5555.

THE OFFERING

Common stock offered.............. 23,351,822 shares by the selling
shareholders

Common stock outstanding
before this offering........... 26,057,200 shares

Common stock to be outstanding
after this offering............ 26,057,200 shares

Use of proceeds................... We will not receive any of the proceeds from
the sale of shares of our common stock by
the selling shareholders. See "Use of
Proceeds."

NASDAQ Capital Market symbol...... BLUE

Risk Factors...................... See "Risk Factors" beginning on page 4 for a
discussion of factors that you should
consider carefully before deciding to
purchase our common stock.

In the table above, the number of shares to be outstanding after this
offering is based on 26,057,200 shares outstanding as of May 9, 2006. The number
of shares to be outstanding after this offering does not reflect the issuance of
the following shares which are not being offered for sale under this prospectus:

o 697,000 shares issuable upon the exercise of outstanding stock options
at a weighted average exercise price of $6.41 per share, as of May 9,
2006; and

o 1,803,000 additional shares reserved for issuance under our 2005 Stock
Incentive Plan, as of May 9, 2006.

RISK FACTORS

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AND ALL OTHER INFORMATION
CONTAINED IN THIS PROSPECTUS BEFORE PURCHASING OUR COMMON STOCK. THE RISKS AND
UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES FACING US. ADDITIONAL RISKS
AND UNCERTAINTIES THAT WE ARE UNAWARE OF, OR THAT WE CURRENTLY DEEM IMMATERIAL,
ALSO MAY BECOME IMPORTANT FACTORS THAT AFFECT US. IF ANY OF THE FOLLOWING RISKS
OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD BE
MATERIALLY AND ADVERSELY AFFECTED. IN THAT CASE, THE TRADING PRICE OF OUR COMMON
STOCK COULD DECLINE, AND YOU MAY LOSE SOME OR ALL OF YOUR INVESTMENT.

RISKS RELATED TO OUR BUSINESS

WE HAVE A LIMITED OPERATING HISTORY, MAKING IT DIFFICULT TO EVALUATE
WHETHER WE WILL OPERATE PROFITABLY.

Antik and Taverniti were formed in September 2004 to design, develop,
manufacture, market, distribute and sell high end fashion jeans, apparel and
accessories. As a result, we do not have a meaningful historical record of sales
and revenues nor an established business track record. While our management
believes that we have an opportunity to be successful in the high end fashion
jean market, there can be no assurance that we will be successful in
accomplishing our business initiatives, or that we will achieve any significant
level of revenues, or continue to recognize net income, from the sale of our
products.

Unanticipated problems, expenses and delays are frequently encountered
in increasing production and sales and developing new products, especially in
the current stage of our business. Our ability to continue to successfully
develop, produce and sell our products and to generate significant operating
revenues will depend on our ability to, among other matters:

- successfully market, distribute and sell our products or enter into
agreements with third parties to perform these functions on our behalf;
and

- obtain the financing required to implement our business plan.

Given our limited operating history, our license agreements with Yanuk
Jeans LLC, our acquisition of Taverniti, and our lack of long-term sales history
and other sources of revenue, there can be no assurance that we will be able to
achieve any of our goals and develop a sufficiently large customer base to be
profitable.

WE MAY REQUIRE ADDITIONAL CAPITAL IN THE FUTURE.

We may not be able to fund our future growth or react to competitive
pressures if we lack sufficient funds. Currently, management believes we have
sufficient cash on hand and cash available through our factor to fund existing
operations for the foreseeable future. However, in the future, we may need to
raise additional funds through equity or debt financings or collaborative
relationships, including in the event that we lose our relationship with our
factor. This additional funding may not be available or, if available, it may
not be available on commercially reasonable terms. In addition, any additional
funding may result in significant dilution to existing shareholders. If adequate
funds are not available on

commercially acceptable terms, we may be required to curtail our operations or
obtain funds through collaborative partners that may require us to release
material rights to our products.

FAILURE TO MANAGE OUR GROWTH AND EXPANSION COULD IMPAIR OUR BUSINESS.

Management believes that we are poised for significant growth in 2006.
However, no assurance can be given that we will be successful in maintaining or
increasing our sales in the future. Any future growth in sales will require
additional working capital and may place a significant strain on our management,
management information systems, inventory management, sourcing capability,
distribution facilities and receivables management. Any disruption in our order
processing, sourcing or distribution systems could cause orders to be shipped
late, and under industry practices, retailers generally can cancel orders or
refuse to accept goods due to late shipment. Such cancellations and returns
would result in a reduction in revenue, increased administrative and shipping
costs and a further burden on our distribution facilities.

Additionally, we intend from time to time to open and/or license retail
stores focusing on the "Antik Denim," "Yanuk," "Taverniti So Jeans" and other
brands, and to acquire and/or license other businesses and brands, as
applicable, as we deem appropriate. If we are unable to adequately manage our
retail operations, or to properly integrate any business or brands we acquire
and/or license, this could adversely affect our results of operation and
financial condition.

WE CURRENTLY OWN OR LICENSE, AND OPERATE, A LIMITED NUMBER OF PRINCIPAL
BRANDS. IF WE ARE UNSUCCESSFUL IN MARKETING AND DISTRIBUTING THOSE BRANDS OR IN
EXECUTING OUR OTHER STRATEGIES, OUR RESULTS OF OPERATIONS AND FINANCIAL
CONDITION WILL BE ADVERSELY AFFECTED.

While our goal is to employ a multi-brand strategy that will ultimately
diversify the fashion and other risks associated with reliance on a limited
product line, we currently operate, directly and through our wholly-owned
subsidiaries Antik and Taverniti, a limited number of principal brands, most of
which are being operated pursuant to very recent license or acquisition
agreements. If we are unable to successfully market and distribute our branded
products, or if the recent popularity of premium denim brands decreases, or if
we are unable to execute on our multi-brand strategy to acquire and/or license
additional companies and/or brands, as applicable, identified by our management
from time to time, our results of operations and financial condition will be
adversely affected.

OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY.

Management expects that we will experience substantial variations in
our net sales and operating results from quarter to quarter. We believe that the
factors which influence this variability of quarterly results include:

- the timing of our introduction of new product lines;

- the level of consumer acceptance of each new product line;

- general economic and industry conditions that affect consumer
spending and retailer purchasing;

- the availability of manufacturing capacity;

- the seasonality of the markets in which we participate;

- the timing of trade shows;

- the product mix of customer orders;

- the timing of the placement or cancellation of customer
orders;

- the weather;

- transportation delays;

- quotas and other regulatory matters;

- the occurrence of charge backs in excess of reserves; and

- the timing of expenditures in anticipation of increased sales
and actions of competitors.

As a result of fluctuations in our revenue and operating expenses that
may occur, management believes that period-to-period comparisons of our results
of operations are not a good indication of our future performance. It is
possible that in some future quarter or quarters, our operating results will be
below the expectations of securities analysts or investors. In that case, our
common stock price could fluctuate significantly or decline.

THE FINANCIAL CONDITION OF OUR CUSTOMERS COULD AFFECT OUR RESULTS OF
OPERATIONS.

Certain retailers, including some of our customers, have experienced in
the past, and may experience in the future, financial difficulties, which
increase the risk of extending credit to such retailers and the risk that
financial failure will eliminate a customer entirely. These retailers have
attempted to improve their own operating efficiencies by concentrating their
purchasing power among a narrowing group of vendors. There can be no assurance
that we will remain a preferred vendor for our existing customers. A decrease in
business from or loss of a major customer could have a material adverse effect
on our results of operations. There can be no assurance that our factor will
approve the extension of credit to certain retail customers in the future. If a
customer's credit is not approved by the factor, we could assume the collection
risk on sales to the customer itself, require that the customer provide a letter
of credit, or choose not to make sales to the customer.

OUR BUSINESS IS SUBJECT TO RISKS ASSOCIATED WITH IMPORTING PRODUCTS.

A portion of our import operations are subject to tariffs imposed on
imported products and quotas imposed by trade agreements. In addition, the
countries in which our products are imported may from time to time impose
additional new duties, tariffs or other restrictions on their respective imports
or adversely modify existing restrictions. Adverse changes in these import costs
and restrictions, or our suppliers' failure to comply with customs or similar
laws, could harm our business. We cannot assure that future trade agreements
will not provide our competitors with an advantage over us, or increase our
costs, either of which could have an adverse effect on our business and
financial condition.

Our operations are also subject to the effects of international trade
agreements and regulations such as the North American Free Trade Agreement, and
the activities and regulations of the World Trade Organization. Generally, these
trade agreements benefit our business by reducing or eliminating the duties
assessed on products or other materials manufactured in a particular country.
However, trade agreements can also impose requirements that adversely affect our
business, such as limiting the countries from which we can purchase raw
materials and setting duties or restrictions on products that may be imported
into the United States from a particular country.

Our ability to import raw materials in a timely and cost-effective
manner may also be affected by problems at ports or issues that otherwise affect
transportation and warehousing providers, such as labor disputes. These problems
could require us to locate alternative ports or warehousing providers to avoid
disruption to our customers. These alternatives may not be available on short
notice or could result in higher transit costs, which could have an adverse
impact on our business and financial condition.

OUR DEPENDENCE ON INDEPENDENT MANUFACTURERS AND SUPPLIERS OF RAW
MATERIALS REDUCES OUR ABILITY TO CONTROL THE MANUFACTURING PROCESS, WHICH COULD
HARM OUR SALES, REPUTATION AND OVERALL PROFITABILITY.

We depend on independent contract manufacturers and suppliers of raw
materials to secure a sufficient supply of raw materials and maintain sufficient
manufacturing and shipping capacity in an

environment characterized by declining prices, labor shortages, continuing cost
pressure and increased demands for product innovation and speed-to-market. This
dependence could subject us to difficulty in obtaining timely delivery of
products of acceptable quality. In addition, a contractor's failure to ship
products to us in a timely manner or to meet the required quality standards
could cause us to miss the delivery date requirements of our customers. The
failure to make timely deliveries may cause our customers to cancel orders,
refuse to accept deliveries, impose non-compliance charges through invoice
deductions or other charge-backs, demand reduced prices or reduce future orders,
any of which could harm our sales, reputation and overall profitability.

We do not have long-term contracts with any of our independent
contractors and any of these contractors may unilaterally terminate their
relationship with us at any time. While management believes that there exists an
adequate supply of contractors to provide products and services to us, to the
extent we are not able to secure or maintain relationships with independent
contractors that are able to fulfill our requirements, our business would be
harmed.

We have initiated standards for our suppliers, and monitor our
independent contractors' compliance with applicable labor laws, but we do not
control our contractors or their labor practices. The violation of federal,
state or foreign labor laws by one of our contractors could result in us being
subject to fines and our goods that are manufactured in violation of such laws
being seized or their sale in interstate commerce being prohibited. To date, we
have not been subject to any sanctions that, individually or in the aggregate,
have had a material adverse effect on our business, and we are not aware of any
facts on which any such sanctions could be based. There can be no assurance,
however, that in the future we will not be subject to sanctions as a result of
violations of applicable labor laws by our contractors, or that such sanctions
will not have a material adverse effect on our business and results of
operations.

WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY
RIGHTS.

The loss of or inability to enforce our trademarks or any of our other
proprietary or licensed designs, patents, know-how and trade secrets could
adversely affect our business. If any third party copies or otherwise gains
access to our trademarks or other proprietary rights, or develops similar
products independently, it may be costly to enforce our rights and we would not
be able to compete as effectively. Additionally, the laws of foreign countries
may provide inadequate protection of intellectual property rights, making it
difficult to enforce such rights in those countries.

We may need to bring legal claims to enforce or protect our
intellectual property rights. Any litigation, whether successful or
unsuccessful, could result in substantial costs and diversions of resources. In
addition, notwithstanding the rights we have secured in our intellectual
property, third parties may bring claims against us alleging that we have
infringed on their intellectual property rights or that our intellectual
property rights are not valid. Any claims against us, with or without merit,
could be time consuming and costly to defend or litigate and therefore could
have an adverse affect on our business.

THE LOSS OF PAUL GUEZ OR OUR LEAD DESIGNERS WOULD HAVE AN ADVERSE
EFFECT ON OUR FUTURE DEVELOPMENT AND COULD SIGNIFICANTLY IMPAIR OUR ABILITY TO
ACHIEVE OUR BUSINESS OBJECTIVES.

Our success is largely dependent upon the expertise and knowledge of
our Chairman, Chief Executive Officer and President, Paul Guez, and our lead
designers, and our ability to continue to hire and retain other key personnel.
The loss of Mr. Guez, or any of our other key personnel, could have a material
adverse effect on our business, development, financial condition, and operating
results. We do not maintain "key person" life insurance on any of our management
or key personnel, including Mr. Guez.

RISKS RELATED TO OUR INDUSTRY

OUR SALES ARE HEAVILY INFLUENCED BY GENERAL ECONOMIC CYCLES.

Apparel is a cyclical industry that is heavily dependent upon the
overall level of consumer spending. Purchases of apparel and related goods tend
to be highly correlated with cycles in the disposable income of our consumers.
Our customers anticipate and respond to adverse changes in economic conditions
and uncertainty by reducing inventories and canceling orders. As a result, any
substantial deterioration in general economic conditions, increases in interest
rates, acts of war, terrorist or political events that diminish consumer
spending and confidence in any of the regions in which we compete, could reduce
our sales and adversely affect our business and financial condition.

OUR BUSINESS IS HIGHLY COMPETITIVE AND DEPENDS ON CONSUMER SPENDING
PATTERNS.

The apparel industry is highly competitive. We face a variety of
competitive challenges including:

- anticipating and quickly responding to changing consumer
demands;

- developing innovative, high-quality products in sizes and
styles that appeal to consumers;

- competitively pricing our products and achieving customer
perception of value; and

- the need to provide strong and effective marketing support.

WE MUST SUCCESSFULLY GAUGE FASHION TRENDS AND CHANGING CONSUMER
PREFERENCES TO SUCCEED.

Our success is largely dependent upon our ability to gauge the fashion
tastes of our customers and to provide merchandise that satisfies retail and
customer demand in a timely manner. The apparel business fluctuates according to
changes in consumer preferences dictated in part by fashion and season. To the
extent we misjudge the market for our merchandise, our sales may be adversely
affected. Our ability to anticipate and effectively respond to changing fashion
trends depends in part on our ability to attract and retain key personnel in our
design, merchandising and marketing staff. Competition for these personnel is
intense, and we cannot be sure that we will be able to attract and retain a
sufficient number of qualified personnel in future periods.

OUR BUSINESS MAY BE SUBJECT TO SEASONAL TRENDS.

In the experience of our management, operating results in the high end
fashion denim industry have been subject to seasonal trends when measured on a
quarterly basis. This trend is dependent on numerous factors, including:

- the markets in which we operate;

- holiday seasons;

- consumer demand;

- climate;

- economic conditions; and

- numerous other factors beyond our control.

OTHER RISKS RELATED TO US

OUR SALE OF SECURITIES IN ANY EQUITY OR DEBT FINANCING COULD RESULT IN
DILUTION TO OUR SHAREHOLDERS AND HAVE A MATERIAL ADVERSE EFFECT ON OUR EARNINGS.

Any sale of shares by us in future private placement or other offerings
could result in dilution to our existing shareholders as a direct result of our
issuance of additional shares of our capital stock. In addition, our business
strategy may include expansion through internal growth, by acquiring
complementary businesses, by acquiring or licensing additional brands, or by
establishing strategic relationships with targeted customers and suppliers. In
order to do so, or to fund our other activities, we may issue additional equity
securities that could dilute our shareholders' stock ownership. We may also
assume additional debt and incur impairment losses related to goodwill and other
tangible assets if we acquire another company and this could negatively impact
our results of operations.

INSIDERS OWN A SIGNIFICANT PORTION OF OUR COMMON STOCK, WHICH COULD
LIMIT OUR SHAREHOLDERS' ABILITY TO INFLUENCE THE OUTCOME OF KEY TRANSACTIONS.

As of May 9, 2006, our Chief Executive Officer, Paul Guez, Chief
Financial Officer, Patrick Chow, and the two members of our Antik design team,
Messrs. Naouri and Caugant, owned approximately 82.3% of the outstanding shares
of our common stock. Paul and Elizabeth Guez, Mr. Guez's wife and the Company's
former Chief Operating Officer, alone owned approximately 72.0% of the
outstanding shares of our common stock at May 9, 2006. Accordingly, our
executive officers and key personnel have the ability to affect the outcome of,
or exert considerable influence over, all matters requiring shareholder
approval, including the election and removal of directors and any change in
control. This concentration of ownership of our common stock could have the
effect of delaying or preventing a change of control of us or otherwise
discouraging or preventing a potential acquirer from attempting to obtain
control of us. This, in turn, could have a negative effect on the market price
of our common stock. It could also prevent our shareholders from realizing a
premium over the market prices for their shares of common stock.

OUR STOCK PRICE HAS BEEN VOLATILE.

Our common stock was recently listed on the NASDAQ Capital Market,
however, there can be substantial volatility in the market price of our common
stock. The market price of our common stock has been, and is likely to continue
to be, subject to significant fluctuations due to a variety of factors,
including quarterly variations in operating results, operating results which
vary from the expectations of securities analysts and investors, changes in
financial estimates, changes in market valuations of competitors, announcements
by us or our competitors of a material nature, loss of one or more customers,
additions or departures of key personnel, future sales of common stock and stock
market price and volume fluctuations. In addition, general political and
economic conditions such as a recession, or interest rate or currency rate
fluctuations may adversely affect the market price of our common stock.

In addition, the stock market in general has experienced extreme price
and volume fluctuations that have affected the market price of our common stock.
Often, price fluctuations are unrelated to operating performance of the specific
companies whose stock is affected. In the past, following periods of volatility
in the market price of a company's stock, securities class action litigation has
occurred against the issuing company. If we were subject to this type of
litigation in the future, we could incur substantial costs and a diversion of
our management's attention and resources, each of which could have a material
adverse effect on our revenue and earnings. Any adverse determination in this
type of litigation could also subject us to significant liabilities.

ABSENCE OF DIVIDENDS COULD REDUCE OUR ATTRACTIVENESS TO INVESTORS.

Some investors favor companies that pay dividends, particularly in
general downturns in the stock market. We have not declared or paid any cash
dividends on our common stock. We currently intend to retain any future earnings
for funding growth, and we do not currently anticipate paying cash dividends on

our common stock in the foreseeable future. Because we may not pay dividends,
your return on this investment likely depends on your selling our stock at a
profit.

FORWARD-LOOKING STATEMENTS

This prospectus, including the sections entitled "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business," contains "forward-looking statements" that include
information relating to future events, future financial performance, strategies,
expectations, competitive environment, regulation and availability of resources.
These forward-looking statements include, without limitation, statements
regarding: proposed new services; our statements concerning litigation or other
matters; statements concerning projections, predictions, expectations, estimates
or forecasts for our business, financial and operating results and future
economic performance; statements of management's goals and objectives; and other
similar expressions concerning matters that are not historical facts. Words such
as "may," "will," "should," "could," "would," "predicts," "potential,"
"continue," "expects," "anticipates," "future," "intends," "plans," "believes"
and "estimates," and similar expressions, as well as statements in future tense,
identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future
performance or results, and will not necessarily be accurate indications of the
times at, or by which, that performance or those results will be achieved.
Forward-looking statements are based on information available at the time they
are made and/or management's good faith belief as of that time with respect to
future events, and are subject to risks and uncertainties that could cause
actual performance or results to differ materially from those expressed in or
suggested by the forward-looking statements. Important factors that could cause
these differences include, but are not limited to:

o our failure to implement our business plan within the time
period we originally planned to accomplish; and

o other factors discussed under the headings "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Business."

Forward-looking statements speak only as of the date they are made. You
should not put undue reliance on any forward-looking statements. We assume no
obligation to update forward-looking statements to reflect actual results,
changes in assumptions or changes in other factors affecting forward-looking
information, except to the extent required by applicable securities laws. If we
do update one or more forward-looking statements, no inference should be drawn
that we will make additional updates with respect to those or other
forward-looking statements.

USE OF PROCEEDS

We will not receive any proceeds from the sale of shares to be offered
by the selling shareholders. The proceeds from the sale of each selling
shareholder's common stock will belong to that selling shareholder.

PRINCIPAL AND SELLING SHAREHOLDERS

The following table presents information regarding the beneficial
ownership of our common stock as of May 9, 2006 and as adjusted to reflect the
sale of the common stock in this offering by:

o each of the executive officers listed in the summary
compensation table;

o each of our directors;

o all of our directors and executive officers as a group;

o each shareholder known by us to be the beneficial owner of
more than 5% of our common stock; and

o each of the selling shareholders.

Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to
securities. Unless otherwise indicated below, to our knowledge, the persons and
entities named in the table have sole voting and sole investment power with
respect to all shares beneficially owned, subject to community property laws
where applicable. Shares of our common stock subject to options from the company
that are currently exercisable or exercisable within 60 days of May 9, 2006 are
deemed to be outstanding and to be beneficially owned by the person holding the
options for the purpose of computing the percentage ownership of that person but
are not treated as outstanding for the purpose of computing the percentage
ownership of any other person.

The information presented in this table is based on 26,057,200 shares
of our common stock outstanding on April 16, 2006. Unless otherwise indicated,
the address of each of the executive officers and directors and 5% or more
shareholders named below is c/o Blue Holdings, Inc., 5804 E. Slauson Ave.,
Commerce, California 90040.

NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY OWNED BENEFICIALLY OWNED
PRIOR TO OFFERING AFTER OFFERING
------------------------------------------ -------------------------- -----------------------
PERCENTAGE OF NUMBER OF PERCENTAGE OF
SHARES SHARES BEING SHARES
NAME OF BENEFICIAL OWNER NUMBER OUTSTANDING OFFERED NUMBER OUTSTANDING
------------------------------------------ ---------- ------------- ------------ ------- -------------

EXECUTIVE OFFICERS AND DIRECTORS:
Paul Guez (1)....................... 18,763,647 72.0% 18,433,647 330,000 1.3%
Patrick Chow (2).................... 130,000 * 30,000 100,000 *
Kevin R. Keating (3)................ 68,983 * 34,483 34,500 *
Marshall Geller (4)................. 1,500 * -- 1,500 *
Gary Freeman (5).................... 12,000 * -- 12,000 *
Robert G. Lynn (6).................. 11,500 * -- 11,500 *
Irene Guez (7)...................... 67,000 * -- 67,000 *
Gregory Abbou (8)................... 62,500 * -- 62,500 *
All 9 directors and executive
officers as a group (9).......... 19,117,130 73.0% 18,498,130 619,000 2.4%

5% SHAREHOLDERS:
-- --
Elizabeth Guez (10)................. 18,763,647 72.0% 18,433,647 330,000 1.3%
Meyer Abbou 1,284,741 4.9% 1,284,741 -- --
Philippe Naouri 1,194,741 4.6% 1,194,741 -- --
Alexandre Caugant 1,364,741 5.2% 1,364,741 -- --

OTHER SELLING SHAREHOLDERS:
Keating Reverse Merger Fund, LLC (10) 665,020 2.6% 665,020 -- --
5251 DTC Parkway, Suite 1090
Greenwood Village, Colorado 80111
Woodman Management Corporation (11) 283,000 1.1% 283,000 -- --
3940 Laurel Canyon Boulevard, Suite 327
Studio City, California 91604
Alan Kersh (12) 61,449 * 61,449 -- --
c/o Savoy Capital Advisors Inc.
689 Fifth Avenue, 14th Floor
New York, NY 10022

TOTAL: 23,970,822 91.5% 23,351,822 619,000 2.4%

* Less than 1%

(1) Consists of 16,576,147 shares of common stock beneficially held by Mr.
Guez, and 2,187,500 shares of common stock beneficially held by Mr.
Guez' spouse, Elizabeth Guez.

(2) Includes 100,000 shares of common stock that may be acquired from the
Company within 60 days of May 9, 2006 upon the exercise of outstanding
stock options.

(3) Includes 12,000 shares of common stock that may be acquired from us
within 60 days of May 9, 2006 upon the exercise of outstanding stock
options. Kevin R. Keating, a director of the company, is the father of
the principal member of Keating Investments, LLC. Keating Investments,
LLC is the managing member of KRM Fund, a selling shareholder. Keating
Investments, LLC is also the managing member and 90% owner of Keating
Securities, LLC, a registered broker-dealer. Kevin R. Keating is not
affiliated with and has no equity interest in Keating Investments, LLC,
KRM Fund or Keating Securities, LLC and disclaims any beneficial
interest in the shares of our common stock owned by KRM Fund.
Similarly, Keating Investments, LLC, KRM Fund and Keating Securities,
LLC disclaim any beneficial interest in the shares of our common stock
currently owned by Kevin R. Keating.

(4) Consists of 1,500 shares of common stock that may be acquired from us
within 60 days of May 9, 2006 upon the exercise of outstanding stock
options.

(5) Consists of 12,000 shares of common stock that may be acquired from the
Company within 60 days of May 9, 2006 upon the exercise of outstanding
stock options.

(6) Consists of 11,500 shares of common stock that may be acquired from the
Company within 60 days of May 9, 2006 upon the exercise of outstanding
stock options.

(7) Consists of 67,000 shares of common stock. Ms. Guez is the daughter of
Paul Guez, our Chairman, Chief Executive Officer and President.

(8) Consists of 62,500 shares of common stock. Mr. Abbou is the husband of
Irene Guez and the son-in-law of Paul Guez, our Chairman, Chief
Executive Officer and President.

(9) Includes 137,000 shares of common stock that may be acquired from the
Company within 60 days of May 9, 2006 upon the exercise of outstanding
stock options.

(10) Consists of 2,187,500 shares of common stock beneficially held by Ms.
Guez, and 16,576,147 shares of common stock beneficially held by Ms.
Guez' spouse, Paul Guez. Ms. Guez resigned from her position as Chief
Operating Officer effective December 12, 2005.

(11) Consists of 665,020 shares of common stock. Keating Investments, LLC is
the managing member of this selling shareholder. Keating Investments,
LLC is also the managing member and 90% owner of Keating Securities,
LLC, a registered broker-dealer. Timothy Keating, the President and
principal member of Keating Investments, LLC, exercises voting and
investment authority over the shares held by this selling shareholder.
Timothy Keating is the son of Kevin R. Keating, a director of the
company. Kevin R. Keating is not affiliated with and has no equity
interest in Keating Investments, LLC, KRM Fund or Keating Securities,
LLC and disclaims any beneficial interest in the shares of our common
stock owned by KRM Fund.

(12) Consists of 283,000 shares of common stock. David Weiner exercises
voting and investment authority over the shares held by this selling
shareholder. Mr. Weiner resigned from our Board of Directors effective
July 28, 2005.

(13) Consists of 61,449 shares of common stock.

RELATED PARTY TRANSACTIONS

RELATIONSHIPS WITH SELLING SHAREHOLDERS

Other than the transactions described below, since September 13, 2004
(inception of Antik and Taverniti) there has not been, nor is there currently
proposed, any transaction or series of similar transactions to which we were or
will be a party:

o in which the amount involved exceeds $60,000; and

o in which any director, executive officer, other stockholders
of more than 5% of our common stock or any member of their
immediate family had or will have a direct or indirect
material interest.

TRANSACTIONS WITH PAUL AND ELIZABETH GUEZ

During the twelve months ended December 31, 2005, we purchased $617,604
of fabric and $2,276,386 of finished goods from Blue Concept which is co-owned
by Paul Guez and Elizabeth Guez. Paul Guez is the majority stockholder,
Chairman, Chief Executive Officer and President of the Company. Elizabeth Guez
is the wife of Paul Guez and was also the Chief Operating Officer of the Company
until her resignation in December 2005. Paul Guez was also the Chief Executive
Officer of Blue Concept but resigned from that company in December 2005. During
the twelve months ended December 31, 2005, we sold to Blue Concept $67,476 of
fabric.

During the twelve months ended December 31, 2005, we sold finished
goods for $855,651 to companies owned by Paul Guez., Out of that amount,
$741,340 were sold to Blue Concept Europe Limited.

Azteca Production International Inc. is one of our contractors in
Mexico and is co-owned by Paul Guez. In fiscal 2005, we paid them a total of
$2,122,000 in sewing and processing charges. Azteca is a principal manufacturer
for Taverniti So Jeans LLC.

On October 31, 2005, we entered into an Exchange Agreement ("Taverniti
Exchange Agreement") with Taverniti. Under the Taverniti Exchange Agreement, we
acquired all of the membership interests of Taverniti ("Taverniti Interests")
from the members of Taverniti ("Taverniti Members"), and the Taverniti Members
contributed all of their Taverniti Interests to us. In exchange, we issued to
the Taverniti Members, on a pro rata basis, an aggregate of 500,000 shares of
the Common Stock, par value $0.001 per share, of the Company, and paid to the
Taverniti Members, on a pro rata basis, an aggregate of Seven Hundred Fifty
Thousand Dollars ($750,000). At the closing of the exchange transaction with
Taverniti, Taverniti became our wholly-owned subsidiary. Paul Guez was the sole
manager and a member of Taverniti. Elizabeth Guez was also a member of
Taverniti. Two other members of Mr. and Mrs. Guez's family, including Gregory
Abbou, the President of Taverniti and Mr. And Mrs. Guez's son-in-law, were the
remaining members of Taverniti. The Company's acquisition of Taverniti was
approved by a majority of our Board of Directors including all of our
independent directors.

Taverniti is the exclusive licensee for the design, development,
manufacture, sale, marketing and distribution of the "Taverniti So Jeans"
trademark in the denim and knit sports wear categories for men and women. It is
paying royalties to Taverniti Holdings LLC in the ranges of 5-8 percent
depending on the net sales of the licensed products pursuant to a license
agreement with Taverniti Holdings LLC. Taverniti Holdings LLC is jointly owned
by Paul Guez (60%) and Jimmy Taverniti (40%), the designer of the products for
the brand, and Mr. Guez is the sole manager. The license agreement was signed in

May 2004 and expires on December 31, 2015. Royalties for the year ended December
31, 2005 amounted to $507,897.

On October 6, 2005, we entered into a ten-year License Agreement,
effective October 5, 2005, with Yanuk Jeans LLC. Under the terms of the License
Agreement, we became the exclusive licensor for the design, development,
manufacture, sale, marketing and distribution of Yanuk Jeans LLC's "U" brand
products to the wholesale and retail trade. We pay to Yanuk Jeans LLC a royalty
of five percent (5%) of all net sales of the products licensed under the
agreement and a guaranteed minimum royalty on an annual basis as further set
forth in the License Agreement. In addition, during the term of the License
Agreement, we have the option to purchase from Yanuk Jeans LLC the property
licensed under the License Agreement, consisting of certain trademark
applications and a copyright, at the fair market value of such property on the
date of the exercise of the purchase option. Yanuk Jeans LLC is wholly-owned by
Paul Guez. The License Agreement was approved by a majority of our Board of
Directors including all of our independent directors. We did not ship any goods
under the brand in 2005.

On August 27, 2005, we opened a retail store in Los Angeles and assumed
all the obligations of a ten-year property lease which was entered into by Blue
Concept in April, 2005. The lease is guaranteed by Paul and Elizabeth Guez. Our
entry into the property lease was approved by a majority of our Board of
Directors including all of our independent directors.

On July 5, 2005, we entered into a ten-year License Agreement,
effective July 1, 2005, with Yanuk Jeans LLC. Under the terms of the License
Agreement, we became the exclusive licensor for the design, development,
manufacture, sale, marketing and distribution of Yanuk Jeans LLC's "Yanuk" brand
products to the wholesale and retail trade. We pay to Yanuk Jeans LLC a royalty
of six percent (6%) of all net sales of the products licensed under the
agreement and a guaranteed minimum royalty on a quarterly basis as further set
forth in the License Agreement. In addition, during the term of the License
Agreement, we have the option to purchase from Yanuk Jeans LLC the property
licensed under the License Agreement, consisting of certain trademarks and a
design patent, at the fair market value of such property on the date of the
exercise of the purchase option. Yanuk Jeans LLC is wholly-owned by Paul Guez.
The License Agreement was approved by a majority of our Board of Directors
including all of our including all of our directors independent of and not
affiliated with Yanuk Jeans LLC. Royalties for the six months ended December 31,
2005 totaled $223,773.

The cost of operations at our Commerce facility and our Los Angeles and
New York showrooms are shared by several companies. In 2005, the cost was
allocated pursuant to a service agreement ("Service Agreement") with Blue
Concept, which was dated to be effective May 18, 2005. We utilized approximately
67,000 sq. ft of the Commerce, California facility and paid approximately
$15,000 per month pursuant to this agreement with Blue Concept. The Service
Agreement with Blue Concept also provided that (i) in consideration of a monthly
service fee of $78,500, Blue Concept provided us services in the following
areas: MIS, human resources, sales, customer service, EDI Support, quality
control, purchasing, import/export services, graphic design, laundry and
distribution; and (ii) we shared with Blue Concept 15% of the actual telephone,
utilities and office supply expenses incurred by Blue Concept, as evidenced by
actual invoices presented to us. The Service Agreement was approved by a
majority of our Board of Directors including all of our directors independent of
and not affiliated with Blue Concept. During the period from inception,
September 13, 2004, to December 31, 2004 and for the twelve months ended
December 31, 2005, the Company reimbursed $390,185 and $1,548,420, respectively,
for these expenses. Since January 1, 2006, we are utilizing approximately 73,000
sq. ft. of the Commerce facility. Under a sublease agreement signed on April 27,
2006 with Azteca Production International, Inc., we have contracted to pay
$19,030 per month for the use of this facility. We are also sharing the rents of
the Los Angeles and New York showrooms with Blue Concept LLC according to the
actual space we utilize.

On April 14, 2005, we entered into an Exchange Agreement ("Antik
Exchange Agreement") with Antik. The closing of the transactions contemplated by
the Antik Exchange Agreement occurred on April 29, 2005. At the closing, we
acquired all of the membership interests of Antik ("Antik Interests") from the
members of Antik ("Antik Members"), and the Antik Members contributed all of
their Antik Interests to us. In exchange, we issued to the Antik Members 843,027
Preferred Shares, which, as a result of the approval by a substantial majority
of our outstanding stockholders entitled to vote and the approval by our Board
of Directors, of amendments to our Articles of Incorporation that (i) changed
our name to Blue Holdings, Inc., (ii) increased our authorized number of shares
of common stock to 75,000,000, and (iii) adopted a 1-for-29 reverse stock split,
on June 7, 2005 converted into 708,984,875 shares of our common stock on a
pre-reverse stock split basis and 24,447,783 shares of our common stock on a
post-reverse stock split basis. Paul Guez is the sole manager of Antik and was a
member of Antik. Philippe Naouri, the President of Antik was also a member of
Antik.

Pursuant to the provisions of the Antik Exchange Agreement, the Antik
Members agreed that, in the event that our stockholders' equity (on a
consolidated basis following the closing of the transactions contemplated by
that agreement) as reported in our Quarterly Report on Form 10-QSB for the
quarter ended June 30, 2005 (the "Consolidated Equity") was less than
$5,000,000, the members would contribute, within fifteen (15) days following the
filing of such periodic report, equity capital to us in an amount equal to the
difference between $5,000,000 and the actual Consolidated Equity reported in
such periodic report ("Required Contribution"). In the case of such Required
Contribution, each of the Antik Members agreed that no additional shares of the
our capital stock would be issued in consideration of such Required
Contribution, and therefore, the existing stockholders, including the Antik
Members, would not be further diluted.

On June 27, 2005, we, Antik, the Antik Members and KRM Fund, a
beneficiary of certain provisions of the Exchange Agreement, amended the
Exchange Agreement to require that the Required Contribution is to be made, if
at all, in connection with the Company's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2005. The Company's Consolidated Equity as of
September 30, 2005 was $5,570,413 and no such additional contribution by the
Antik Members was required.

On February 28, 2005, in accordance with the provisions of the
Operating Agreement of Antik, Paul Guez contributed piece goods inventory with a
fair market value at cost of $1,200,000 to Antik. During fiscal 2005, Mr. Guez
has also contributed $686,200 in cash to the Company. From time to time, he also
supports the Company with temporary advances. As of December 31, 2005, the
Company had advances totaling $96,875 from Mr. Guez.

Antik was a party to an allocation letter agreement dated January 2,
2005 with Blue Concept pursuant to which, for the year ended December 31, 2005,
the parties agreed to allocate, and Antik was ultimately liable for, operating
expenses of Blue Concept allocable to Antik. The allocations were to be on terms
no less favorable than those that could be reasonably obtained in arms' length
transactions with independent third parties and were to be subject to final
approval by Antik's, or its successor's, audit committee, as applicable. The
allocation agreement applied to, among other matters, employees of Blue Concept
providing services to or on behalf of Antik, and covered salaries, payroll
taxes, and various employment benefits and benefit plans, including medical,
dental and 401(k) plans for such employees. The allocation agreement also
applied to other expenses consisting of utilities, common area services, rent,
insurance and other office services. This allocation agreement was terminated in
consideration for the Service Agreement described above.

Antik was a party to a similar allocation letter agreement dated
December 31, 2004 with Blue Concept, for the period from inception through
December 31, 2004. Pursuant to this letter agreement, Antik was allocated
approximately $104,049 per month of operating expenses allocable to its
operations,

or a total of $390,185 for the entire period. Antik has confirmed that such
allocations were made on terms no less favorable than those that could be
reasonably obtained in arms' length transactions with independent third parties.

During the period from inception through December 31, 2004, Paul Guez
and several companies co-owned by Paul Guez, provided advance loans to Antik in
the form of inventory with a fair market value at cost, or cash for working
capital purposes, in an amount equal to $246,857. The advances were unsecured
and non-interest bearing, with no formal terms of repayment. As of December 31,
2005, the principal amount outstanding for such advances was equal to $96,875.

Advances made by the Company's, Antik's and Taverniti's factor are
collateralized by non-factored accounts receivable, inventories, general
intangibles and personal guarantees executed by Paul Guez and The Paul and
Elizabeth Guez Living Trust dated February 13, 1998 (the "Guez Living Trust").
The guarantees provide that the factor may pursue claims against Mr. Guez and
the Guez Living Trust in the event that the Company, Antik or Taverniti, as
applicable, defaults on its obligations to the factor.

In consideration for his initial membership interests in Antik, which
were subsequently exchanged for Preferred Shares in the Antik exchange
transaction, Mr. Guez contributed cash in the amount of $500,000 and certain
trademark applications, and agreed to contribute up to an additional $3,200,000
of cash and/or property as was to be required by him acting as Manager of Antik.
In February 2005, Mr. Guez contributed the piece goods inventory described
above.

PATRICK CHOW

On September 2, 2005, in connection with the acquisition by Patrick
Chow, our Chief Financial Officer, of an aggregate of 30,000 shares of our
common stock in a private transaction not related to the Company, we agreed to
provide Mr. Chow with registration rights with respect to the resale of those
shares. It is pursuant to that agreement that we have agreed to register for
resale the shares held by Mr. Chow on the Post-Effective Amendment of which this
prospectus is a part. On October 24, 2005, the Board of Directors authorized the
issuance to Mr. Chow of a stock option grant under our 2005 Stock Incentive Plan
providing for the right to acquire 300,000 shares of our common stock at $7.40
per share. The option expires on October 24, 2015.

KEVIN R. KEATING / KRM FUND

On January 11, 2005, Mr. Jeff Jordan entered into a Securities Purchase
Agreement ("Purchase Agreement") with Keating Reverse Merger Fund, LLC ("KRM
Fund"), under which KRM Fund agreed to purchase, and Mr. Jordan agreed to sell,
an aggregate of 15,306,500 shares of our common stock (on a
pre-reverse-stock-split basis) owned by him for a purchase price of $440,000, or
$0.029 per share.

On January 20, 2005, we entered into an Assumption Agreement with Mr.
Jordan and Intellijet Marine, Inc. ("Intellijet"), a Nevada corporation that we
established as a wholly-owned subsidiary. Under the Assumption Agreement, we
transferred all of our assets, except for 21,822,570 shares of common stock of
Intellijet and approximately $2,500 in cash, to Intellijet. Intellijet agreed to
assume all of our liabilities and obligations and to indemnify us for any loss
we incur with respect to the assumed liabilities. Mr. Jordan and Intellijet also
agreed to release us from any and all obligations and claims whatsoever.

On February 4, 2005, we completed the distribution of all 21,822,570
shares of common stock of Intellijet owned by us pro rata to our shareholders of
record as of January 24, 2005. Pursuant to the distribution, each of our
shareholders received one share of common stock of Intellijet for each one share
of our common stock owned of by our shareholders on the record date. Intellijet
is now an independent company and will continue to operate our former business
of developing marine jet propulsion

technology; supplying mechanical components under the Quick JetTM brand name;
and licensing boat manufacturers to produce boats incorporating Intelllijet's
systems.

Mr. Jordan completed the sale of his shares to KRM Fund on February 9,
2005.

On February 17, 2005, we entered into a contract with Vero Management,
LLC ("Vero") for managerial and administrative services. Vero was not engaged to
provide, and Vero did not render, legal, accounting, auditing, investment
banking or capital formation services. Kevin R. Keating, a director and selling
shareholder, is the manager of Vero. The term of the contract was for one year.
In consideration of the services provided, Vero was paid $1,000 for each month
in which services are rendered. The agreement with Vero terminated on the
closing date of the exchange transaction with Antik.

On February 17, 2005, we issued 34,483 shares of our common stock (on a
post-reverse-stock-split basis) to Kevin R. Keating, our sole officer and
director at the time, for services rendered to us with a fair value of $10,000.

On February 17, 2005, we issued 172,414 shares of our common stock (on
a post-reverse-stock-split basis) to KRM Fund for an aggregate purchase price of
$50,000.

Kevin R. Keating, a director of the company, is the father of the
principal member of Keating Investments, LLC. Keating Investments, LLC is the
managing member of KRM Fund, which is a selling shareholder and, prior to the
closing date of the exchange transaction with Antik, was our majority
shareholder. Keating Investments, LLC is also the managing member and 90% owner
of Keating Securities, LLC, a registered broker-dealer. Kevin R. Keating is not
affiliated with and has no equity interest in Keating Investments, LLC, KRM Fund
or Keating Securities, LLC and disclaims any beneficial interest in the shares
of our common stock owned by KRM Fund. Similarly, Keating Investments, LLC, KRM
Fund and Keating Securities, LLC disclaim any beneficial interest in the shares
of our common stock currently owned by Kevin R. Keating.

Mr. Keating is also an affiliate of Brookstreet Securities Corporation,
a registered broker-dealer.

On August 5, 2005, the Board of Directors authorized the issuance to
Mr. Keating stock option grants under our 2005 Stock Incentive Plan providing
for the right to acquire 32,000 shares of our common stock at $8.10 per share.
The options expire on August 5, 2015.

At the closing date of the exchange transaction with Antik, we entered
into a certain financial advisory agreement with Keating Securities, LLC under
which Keating Securities, LLC was compensated by us for its advisory services
rendered to us in connection with the closing of the exchange transaction. The
transaction advisory fee was $350,000, with the payment thereof made at the
closing.

TRANSACTIONS WITH OTHER SELLING SHAREHOLDERS

FORMER MEMBERS OF ANTIK DENIM, L.L.C. - PHILIPPE NAOURI, ALEX CAUGANT, MEYER
ABBOU

Antik executed a letter agreement dated March 21, 2005 with Messrs.
Naouri and Caugant, two of its principal designers and former members, pursuant
to which Antik agreed that, to the extent Antik closed its exchange transaction
with the Company, Antik would, or would use its best efforts to cause the
Company to, enter into employment agreements with each of Messrs. Naouri and
Caugant whereby such individuals would (i) perform fashion design services for
Antik or us, (ii) be entitled to receive annual salaries of $240,000, plus
bonuses based on net sales arising from "Antik Denim" brand apparel, and (iii)

be entitled to receive such other benefits as Antik or we may elect to offer to
our other employees from time to time.

Under the terms of Antik's Operating Agreement dated to be effective
September 13, 2004 (the "Operating Agreement"), by and among the Antik Members,
Messrs. Naouri, Caugant and Abbou were entitled to receive, and were receiving
since September 13, 2004, distributions under the Operating Agreement. Since
inception through December 31, 2004, such distributions totaled $79,190. At the
closing of the transactions contemplated by the Exchange Agreement with Antik,
the terms and conditions of the Operating Agreement terminated and those Antik
Members previously receiving distributions are no longer entitled to such
distributions.

In consideration for their initial membership interests in Antik, which
were subsequently exchanged for shares of the preferred stock of Blue Holdings
in its exchange transaction with Antik, Messrs. Naouri and Caugant contributed
certain property consisting of trademark and patent applications, as well as
proprietary design concepts and artwork, and Mr. Abbou contributed $250,000 in
cash.

On July 8, 2005, Antik entered into an Employment Agreement with
Philippe Naouri based on the foregoing letter agreement entered into with Antik.
This agreement was amended on August 23, 2005. Pursuant to the terms of Mr.
Naouri's employment agreement, as amended, Mr. Naouri was engaged as the
President of Antik Denim, LLC, in charge of design, development, manufacturing,
marketing and wholesale of apparel and related accessories bearing the "Antik
Denim" trademark, for a

term of 5 years commencing on July 11, 2005 and terminating on July 10, 2010.
Mr. Naouri receives an annual salary of $240,000 and is entitled to participate
in our bonus, incentive stock option, savings and retirement plans as such plans
become available. On November 14, 2005, Antik engaged Mr. Naouri to serve as its
President. The parties to the Employment Agreement have agreed to resolve all
disputes arising under the Employment Agreement through binding arbitration. Mr.
Naouri continues to provide services to Antik pursuant to his Employment
Agreement, however, effective April 12, 2006, Mr. Naouri resigned his position
as President of Antik to focus on his design responsibilities. Mr. Naouri will
continue with Antik as senior vice president of design in charge of the design,
development and merchandising of apparel and related accessories bearing the
"Antik Denim" trademark.

On November 14, 2005, Antik entered into an Employment Agreement with
Mr. Caugant. Mr. Caugant was engaged by Antik as a Senior Vice President for a
term of 5 years commencing on November 14, 2005 and terminating on November 13,
2010. Mr. Caugant will receive an annual salary of $240,000 and is entitled to
participate in our bonus, incentive, stock option, savings, welfare benefit and
retirement plans as he becomes eligible. Mr. Caugant continues to provide
services to Antik pursuant to his Employment Agreement with the Company. The
parties to the Employment Agreement have agreed to resolve all disputes arising
under the Employment Agreement through binding arbitration.

In May 2006, as an inducement for us to continue to include Messrs.
Naouri, Caugant and Abbou in this Registration Statement, we entered into
separate Lock-Up Letter Agreements with each of them pursuant to which each
individual Selling Shareholder agreed to not transfer the remaining shares held
by them, other than 400,000, 350,000, and 350,000 shares held by Messrs. Naouri,
Caugant and Abbou, respectively, for a period of twelve (12) months following
the date of each such agreement. Under the terms of the agreements, we are
permitted to waive the restriction in our sole and absolute discretion.

WOODMAN MANAGEMENT CORPORATION

On August 3, 2005, in connection with the acquisition by Woodman
Management Corporation ("WMC") of an aggregate of 500,000 shares of our common
stock in a private transaction not related to the Company, we agreed to provide
WMC with registration rights with respect to the resale of those shares. It is
pursuant to that agreement that we have agreed to register for resale the shares
held by WMC on the Post-Effective Amendment of which this prospectus is a part.
WMC's sole officer and director, and 100% shareholder, is David Weiner, a former
director on our Board of Directors. Mr. Weiner resigned from our Board of
Directors effective June 28, 2005 for personal reasons.

ALAN KERSH

Pursuant to an oral agreement entered into between Antik and Savoy
Capital Advisors Inc. on March 24, 2005, we issued to Mr. Kersh on August 18,
2005, in accordance with a certain Restated Finders Agreement, 102,079 shares of
our common stock (on a post-reverse-stock-split basis) in consideration for
certain finder services provided in connection with the exchange transaction
with Antik. It is pursuant to that agreement that we have agreed to register for
resale the shares held by Mr. Kersh on the Post-Effective Amendment of which
this prospectus is a part. The issuance of the shares of common stock to Mr.
Kersh was exempt from registration under the Securities Act pursuant to Section
4(2) thereof. The shares were valued at $177,617, the market price of the stock
at the date of the agreement and have been reflected as expenses relating to the
exchange transaction.

PLAN OF DISTRIBUTION

We are registering the shares of common stock on behalf of the selling
security holders. Sales of shares may be made by selling security holders,
including their respective donees, transferees, pledgees or other
successors-in-interest directly to purchasers or to or through underwriters,
broker-dealers or through agents. Sales may be made from time to time on the
NASDAQ Capital Market or any exchange upon which our shares may trade in the
future, in the over-the-counter market or otherwise, at market prices prevailing
at the time of sale, at prices related to market prices, or at negotiated or
fixed prices. The shares may be sold by one or more of, or a combination of, the
following:

o a block trade in which the broker-dealer so engaged will
attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the
transaction (including crosses in which the same broker acts
as agent for both sides of the transaction);

o purchases by a broker-dealer as principal and resale by such
broker-dealer, including resales for its account, pursuant to
this prospectus;

o ordinary brokerage transactions and transactions in which the
broker solicits purchases;

o through options, swaps or derivatives;

o in privately negotiated transactions;

o in making short sales or in transactions to cover short sales;

o put or call option transactions relating to the shares; and

o any other method permitted under applicable law.

The selling security holders may effect these transactions by selling
shares directly to purchasers or to or through broker-dealers, which may act as
agents or principals. These broker-dealers may receive compensation in the form
of discounts, concessions or commissions from the selling security holders
and/or the purchasers of shares for whom such broker-dealers may act as agents
or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions). The
selling security holders have advised us that they have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities.

The selling security holders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with those
transactions, the broker-dealers or other financial institutions may engage in
short sales of the shares or of securities convertible into or exchangeable for
the shares in the course of hedging positions they assume with the selling
security holders. The selling security holders may also enter into options or
other transactions with broker-dealers or other financial institutions which
require the delivery of shares offered by this prospectus to those
broker-dealers or other financial institutions. The broker-dealer or other
financial institution may then resell the shares pursuant to this prospectus (as
amended or supplemented, if required by applicable law, to reflect those
transactions).

The selling security holders and any broker-dealers that act in
connection with the sale of shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, and any commissions
received by broker-dealers or any profit on the resale of the shares sold by
them while acting as principals may be deemed to be underwriting discounts or
commissions under the

Securities Act. The selling security holders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of the
shares against liabilities, including liabilities arising under the Securities
Act. We have agreed to indemnify certain selling security holders and certain
selling security holders have agreed, severally and not jointly, to indemnify us
against some liabilities in connection with the offering of the shares,
including liabilities arising under the Securities Act.

The selling security holders will be subject to the prospectus delivery
requirements of the Securities Act. We have informed the selling security
holders that the anti-manipulative provisions of Regulation M promulgated under
the Securities Exchange Act of 1934 may apply to their sales in the market.

Selling security holders also may resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of Rule 144.

Upon being notified by a selling security holder that a material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, we will file a supplement to
this prospectus, if required pursuant to Rule 424(b) under the Securities Act,
disclosing:

o the name of each such selling security holder and of the
participating broker-dealer(s);

o the number of shares involved;

o the initial price at which the shares were sold;

o the commissions paid or discounts or concessions allowed to
the broker-dealer(s), where applicable;

o that such broker-dealer(s) did not conduct any investigation
to verify the information set out or incorporated by reference
in this prospectus; and

o other facts material to the transactions.

In addition, if required under applicable law or the rules or
regulations of the Commission, we will file a supplement to this prospectus when
a selling security holder notifies us that a donee or pledgee intends to sell
more than 500 shares of common stock.

We are paying all expenses and fees in connection with the registration
of the shares. The selling security holders will bear all brokerage or
underwriting discounts or commissions paid to broker-dealers in connection with
the sale of the shares.

LEGAL MATTERS

Stubbs Alderton & Markiles, LLP, Sherman Oaks, California, will pass
upon the validity of the common stock offered by this prospectus for us.

EXPERTS

The consolidated financial statements of Blue Holdings Inc. and
subsidiaries, as of December 31, 2005 and December 31, 2004, respectively, and
for the periods from September 13, 2004 (inception) through December 31, 2004,
and January 1, 2005 through December 31, 2005, incorporated by reference into
this Prospectus and Registration Statement have been audited by Weinberg &
Company, P.A., independent registered accountants, as set forth on its reports
thereon incorporated by reference, and are included in reliance upon such
reports given on the authority of said firm as experts in auditing and
accounting.

LIMITATION ON LIABILITY AND DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our articles of incorporation and bylaws, each as amended, provide that
we shall be entitled but not obligated to indemnify our directors, and officers,
employees and agents to the extent and in the manner permitted by the provisions
of the Nevada Revised Statutes, as amended from time to time (but, in the case
of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than such law permitted
the corporation to provide prior to such amendment).

Insofar as indemnification for claims arising under the Securities Act
may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and
other information with the SEC. This prospectus, which constitutes part of the
registration statement, does not contain all the information set forth in the
registration statement or the exhibits and schedules which are part of the
registration statement, portions of which are omitted as permitted by the rules
and regulations of the SEC. Statements made in this prospectus regarding the
contents of any contract or other document are summaries of the material terms
of the contract or document. With respect to each contract or document filed as
an exhibit to the registration statement, reference is made to the corresponding
exhibit. For further information pertaining to us and the common stock offered
by this prospectus, reference is made to the registration statement, including
the exhibits and schedules thereto, copies of which may be inspected without
charge at the Public Reference Room of the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. Copies of all or any portion of the registration
statement may be obtained from the SEC at prescribed rates. Information on the
Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In
addition, the SEC maintains a web site that contains reports, proxy and
information statements and other information that is filed through the SEC's
EDGAR System. The web site can be accessed at http://www.sec.gov. Our web site
can be accessed at http://www.blueholdings.com.

We are subject to the information and periodic reporting requirements
of the Securities Exchange Act of 1934 and, in accordance with those
requirements, will continue to file periodic reports, proxy statements and other
information with the SEC. These periodic reports, proxy statements and other
information will be available for inspection and copying at the SEC's Public
Reference Room and the SEC's website referred to above.

The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by
referring to those documents. We incorporate by reference the documents listed
below and any additional documents filed by us with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this offering of
securities is terminated. The information we incorporate by reference is an
important part of this prospectus, and any information that we file later with
the SEC will automatically update and supersede this information.

The documents we incorporate by reference are:

1. Our Annual Report on Form 10-KSB for the year ended December
31, 2005 as filed on March 23, 2006 (File No. 000-33297);

2. Our Amendment No. 1 to our Annual Report on Form 10-KSB for
the year ended December 31, 2005 as filed on May 8, 2006 (File
No. 000-33297);

3. Our Current Report on Form 8-K/A as filed on January 6, 2006
(File No. 000-33297);

4. Our Current Report on Form 8-K as filed on February 16, 2006
(File No. 000-33297);

5. Our Current Report on Form 8-K as filed on March 7, 2006 (File
No. 000-33297);

6. Our Current Report on Form 8-K as filed on April 5, 2006 (File
No. 000-33297);

7. Our Definitive Proxy Statement on Schedule 14A as filed on
April 6, 2006 (File No. 000-33297);

8. Our Current Report on Form 8-K as filed on April 14, 2006
(File No. 000-33297);

9. Our Current Report on Form 8-K as filed on April 21, 2006
(File No. 000-33297);

10. Our Current Report on Form 8-K as filed on May 3, 2006 (File
No. 000-33297);

11. The description of the Common Stock of the Registrant
contained in the Registrant's Registration Statement on Form
10-SB as filed on October 31, 2001 (File No. 000-33297),
including any amendment or report filed for the purpose of
updating such description; and

12. All other reports filed by us pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934
subsequent to May 12, 2006, including all such reports filed
after the date of the initial registration statement and prior
to effectiveness of the registration statement.

You may request a copy of these filings, at no cost, by writing or
calling us at Blue Holdings, Inc., 5804 E. Slauson Ave., Commerce California
90040, telephone number (323) 725-5555, Attention: Patrick Chow, Chief Financial
Officer.

You should rely only on the information contained in this prospectus or
any supplement and in the documents incorporated by reference above. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus or any supplement or in the
documents incorporated by reference is accurate on any date other than the date
on the front of those documents.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table itemizes the expenses incurred by the Registrant in
connection with the offering. All the amounts shown are estimates except the
Securities and Exchange Commission registration fee.

AMOUNT
-------
Registration fee - Securities and Exchange Commission................... $26,784
Legal fees and expenses................................................. $25,000
Accounting fees and expenses............................................ $10,000
Miscellaneous expenses.................................................. $1,000
=======
Total.............................................................. $62,784

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Nevada Revised Statutes and certain provisions of our Bylaws under
certain circumstances provide for indemnification of our officers, directors and
controlling persons against liabilities which they may incur in such capacities.
A summary of the circumstances in which such indemnification is provided for is
contained herein, but this description is qualified in its entirety by reference
to our bylaws and to the statutory provisions.

In general, any officer, director, employee or agent may be indemnified
against expenses, fines, settlements or judgments arising in connection with a
legal proceeding to which such person is a party, if that person's actions were
in good faith, were believed to be in our best interest, and were not unlawful.
Unless such person is successful upon the merits in such an action,
indemnification may be awarded only after a determination by independent
decision of the board of directors, by legal counsel, or by a vote of the
shareholders, that the applicable standard of conduct was met by the person to
be indemnified.

The circumstances under which indemnification is granted in connection
with an action brought on our behalf is generally the same as those set forth
above; however, with respect to such actions, indemnification is granted only
with respect to expenses actually incurred in connection with the defense or
settlement of the action. In such actions, the person to be indemnified must
have acted in good faith and in a manner believed to have been in our best
interest, and have not been adjudged liable for negligence or misconduct.

Indemnification may also be granted pursuant to the terms of agreements
which may be entered in the future or pursuant to a vote of shareholders or
directors. The statutory provision cited above also grants the power to us to
purchase and maintain insurance which protects our officers and directors
against any liabilities incurred in connection with their service in such a
position, and such a policy may be obtained by us.

We have entered into separate but identical Indemnification agreements
(the "Indemnification Agreements") with each of our directors and executive
officers (the Indemnitees"). Pursuant to the terms and conditions of the
Indemnification Agreements, we indemnified each Indemnitee against any amounts

II-1

which he or she becomes legally obligated to pay in connection with any claim
against him or her based upon any action or inaction which he or she may commit,
omit or suffer while acting in his or her capacity as a director and/or officer
of us or our subsidiaries, provided, however, that the Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in or not opposed to
our best interests and, with respect to any criminal action, had no reasonable
cause to believe Indemnitee's conduct was unlawful.

A shareholder's investment may be adversely affected to the extent we
pay the costs of settlement and damage awards against directors and officers as
required by these indemnification provisions. At present, there is no pending
litigation or proceeding involving any of our directors, officers or employees
regarding which indemnification by us is sought, nor are we aware of any
threatened litigation that may result in claims for indemnification.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, or otherwise, we have been advised that, in the
opinion of the SEC, this indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.

Reference is made to the following documents filed as exhibits to this
Post-Effective Amendment regarding relevant indemnification provisions described
above and elsewhere herein:

EXHIBIT
EXHIBIT DOCUMENT NUMBER
-------------------------------------------------------------------- -------
Articles of Incorporation of Registrant, as amended ................ 4.1
Bylaws of Registrant ............................................... 4.2
Form of Indemnification Agreement .................................. 10.7

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) The following exhibits are filed herewith:

See attached Exhibit Index.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(a) Rule 415 Offering

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement to
include any material information on the plan of distribution;

(2) That, for the purpose of determining liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

(e) Request for Acceleration of Effective Date

II-2

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of the appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and authorized this Registration
Statement to be signed on its behalf by the undersigned, in the City of
Commerce, State of California, on May 12, 2006.

BLUE HOLDINGS, INC.
(Registrant)

By: /S/ PAUL GUEZ By: /S/ PATRICK CHOW
------------------------------------- ------------------------------
Paul Guez Patrick Chow
Chief Executive Officer and President Chief Financial Officer and
(Principal Executive Officer) Secretary (Principal Financial
and Accounting Officer)

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each
of Paul Guez and Patrick Chow as his true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him and his name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to sign any
registration statement for the same offering covered by the Registration
Statement that is to be effective upon filing pursuant to Rule 462(b)
promulgated under the Securities Act, and all post-effective amendments thereto,
and to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his, her or their substitute or
substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.

SIGNATURE TITLE DATE

/S/ PAUL GUEZ Chairman of the Board May 12, 2006
-------------------------- of Directors, Chief
Paul Guez Executive Officer and
President

/S/ PATRICK CHOW Chief Financial Officer May 12, 2006
-------------------------- (Principal Financial and
Patrick Chow Accounting Officer)

/S/ GARY FREEMAN Director May 12, 2006
--------------------------
Gary Freeman

/S/ MARSHALL GELLER Director May 12, 2006
--------------------------
Marshall Geller

/S/ KEVIN KEATING Director May 12, 2006
--------------------------
Kevin Keating

/S/ ROBERT G. LYNN Director May 12, 2006
--------------------------
Robert G. Lynn

S-1

EXHIBIT INDEX

EXHIBIT
NUMBER EXHIBIT TITLE
------- -----------------------------------------------------------------------
2.1 Exchange Agreement dated April 14, 2005, among Blue Holdings, Inc.
(formerly known as Marine Jet Technology Corp.), Antik Denim, L.L.C.,
each member of Antik Denim, L.L.C. and Keating Reverse Merger Fund,
LLC. (1)

2.2 First Amendment to Exchange Agreement dated June 27, 2005, among Blue
Holdings, Inc., Antik Denim, L.L.C., each member of Antik Denim, L.L.C.
and Keating Reverse Merger Fund, LLC. (2)

2.3 Exchange Agreement dated October 31, 2005, among Blue Holdings, Inc.,
Taverniti So Jeans, LLC, and the members of Taverniti So Jeans, LLC.
(3)

4.1 Articles of Incorporation of the Registrant filed February 9, 2000. (4)

4.1.1 Certificate of Amendment of Articles of Incorporation of the Registrant
filed December 5, 2000. (4)

4.1.2 Certificate of Amendment of Articles of Incorporation of the Registrant
filed January 5, 2001. (4)

4.1.3 Certificate of Amendment of Articles of Incorporation of the Registrant
filed May 16, 2005 and effective June 7, 2005. (5)

4.2 Bylaws of the Registrant adopted February 12, 2000. (4)

5.1 Opinion of Stubbs Alderton & Markiles, LLP (6)

10.1 Form of Lock-Up Letter Agreement entered into with certain Selling
Shareholders.

23.1 Consent of Stubbs Alderton & Markiles, LLP (including in Exhibit 5.1)
(6)

23.2 Consent of Weinberg & Company, P.C.

24.1 Power of Attorney (included as part of the Signature Page of this
Post-Effective Amendment).

99.1 2005 Stock Incentive Plan and Form of Stock Option Agreement of the
Registrant. (5)
----------
(1) Filed previously as Exhibit 2.5 to the Registrant's Current Report on
Form 8-K (File #: 000-33297), filed with the Securities and Exchange
Commission on April 15, 2005, and incorporated herein by this
reference.

(2) Filed previously as Exhibit 2(e) to the Registrant's Current Report on
Form 8-K (File #: 000-33297), filed with the Securities and Exchange
Commission on June 30, 2005, and incorporated herein by this reference.

(3) File previously as Exhibit 2.1 to the Registrant's Current Report on
Form 8-K (File #: 000-33297), filed with the Securities and Exchange
Commission on October 31, 2005, and incorporated herein by this
reference.

(4) Filed previously as an exhibit to the Registrant's Form 10-SB
Registration Statement (File #: 000-33297), filed with the Securities
and Exchange Commission on October 31, 2001, and again on May 1, 2002,
and incorporated herein by this reference.

(5) Filed previously as an exhibit to the Registrant's Form S-8
Registration Statement (File #: 333-127723), filed with the Securities
and Exchange Commission on August 19, 2005, and incorporated herein by
this reference.

(6) Previously filed.

EX-1