As filed with the Securities and Exchange            Registration No. 333-128288
Commission on May 12, 2006
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                -----------------

                   POST-EFFECTIVE AMENDMENT NO. 2 TO FORM SB-2
                                   ON FORM S-3
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933
                                -----------------

                               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.
================================================================================





--------------------------------------------------------------------------------
                                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


                                       1



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


                                       2



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:


                                       3



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


                                       4



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;


                                        5



         -        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


                                        6



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.


                                        7



                          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.


                                        8



         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


                                        9



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.


                                       10



                       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%



                                       11





                                                   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
------------------------------------------   ----------   -------------   ------------   -------   -------------
                                                                                         
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.


                                       12



(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.


                                       13



                           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


                                       14



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.


                                       15



         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,


                                       16



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


                                       17



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)

                                       18



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

         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.

         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


                                       19



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.


                                       20



                              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


                                       21



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.


                                       22



                                  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.


                                       23



         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.


                                       24



                                     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