UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                 SCHEDULE 13D/A

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 3)*



                               Blue Holdings, Inc.
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                                (Name of Issuer)

                     Common Stock, par value $.001 per share
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                         (Title of Class of Securities)

                                   095602 10 8
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                                 (CUSIP Number)

                                   Meyer Abbou
                             c/o Blue Holdings, Inc.
                              5804 E. Slauson Ave.
                           Commerce, California 90040
                                 (323) 725-5555
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            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                 April 20, 2006
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             (Date of Event which Requires Filing of this Statement)

                  If the  filing  person has  previously  filed a  statement  on
Schedule  13G to report the  acquisition  which is the subject of this  Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box |_| .


         NOTE:  Schedules  filed in paper format shall include a signed original
and five copies of the  schedule,  including  all  exhibits.  See Rule 13d-7 for
other parties to whom copies are to be sent.


                                  (Page 1 of 5)

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*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 or  otherwise  subject to the  liabilities  of that  section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).





CUSIP NO. 095602 10 8                                          PAGE 2 OF 5 PAGES

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    1      NAME OF REPORTING PERSON
           SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

           MEYER ABBOU
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    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                         (b) |_|


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    3      SEC USE ONLY


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    4      SOURCE OF FUNDS*

           OO
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    5      CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
           PURSUANT TO ITEMS 2(d) or 2(e)                                    |_|

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    6      CITIZENSHIP OR PLACE OF ORGANIZATION

           FRANCE
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  NUMBER OF       7      SOLE VOTING POWER

   SHARES                1,284,741
              ---------- -------------------------------------------------------
BENEFICIALLY      8      SHARED VOTING POWER

  OWNED BY
              ---------- -------------------------------------------------------
    EACH          9      SOLE DISPOSITIVE POWER

  REPORTING              1,284,741
              ---------- -------------------------------------------------------
   PERSON         10     SHARED DISPOSITIVE POWER

    WITH
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   11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           1,284,741
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   12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
           CERTAIN SHARES*                                                   |_|

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   13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

           4.9% (1)
---------- ---------------------------------------------------------------------
   14      TYPE OF REPORTING PERSON*

           IN
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(1)      Based on a total of  26,057,200  shares of the  Issuer's  common  stock
         issued and outstanding as of April 20, 2006.





         This Schedule 13D/A ("Schedule 13D/A") amends the following sections of
the Schedule 13D filed with the  Securities  and Exchange  Commission  on May 3,
2005,  as amended by the  Schedule  13D/A  No.1  filed with the  Securities  and
Exchange  Commission on October 28, 2005 and Schedule 13D/A No. 2 filed with the
Securities and Exchange Commission on November 18, 2005 ("Schedule 13D").

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         Item 3 of Schedule 13D is  supplemented  and amended by the information
below.

         The closing (the  "Closing") of the  transactions  contemplated by that
certain Exchange Agreement dated April 14, 2005 ("Exchange  Agreement"),  by and
among the Company, Antik, the Reporting Person, Keating Reverse Merger Fund, LLC
("KRM  Fund"),  and each of the other  members of Antik,  occurred  on April 29,
2005.  At the  Closing,  pursuant to the terms of the  Exchange  Agreement,  the
Company  acquired  all of the  outstanding  membership  interests  of Antik (the
"Interests")  from the Reporting  Person and the other members of Antik, and the
Reporting  Person  and the  other  members  of  Antik  contributed  all of their
Interests  to the  Company.  In exchange,  the Company  issued to the  Reporting
Person 69,129 shares of Series A Convertible  Preferred  Stock, par value $0.001
per share,  of the Company  ("Preferred  Shares"),  which, on June 7, 2005, as a
result of an amendment to the Company's Articles of Incorporation increasing the
authorized  shares to 75,000,000  and approving a 1-for-29  reverse stock split,
were converted into 2,004,741 shares of Common Stock.

         The  beneficial  ownership  of Common Stock  reported in this  Schedule
13D/A by the Reporting  Person is based on the Reporting  Person's  ownership of
Common Stock on a post-reverse-stock-split basis.

         Effective as of the Closing,  the  Reporting  Person agreed to vote his
shares  of  Common  Stock  to (i)  elect  Kevin  Keating  or such  other  person
designated by KRM Fund from time to time (the "KRM  Designate") to the Company's
board of directors for a period of one year  following  the Closing,  (ii) elect
such other persons that may be designated by Paul Guez ("Guez") to the Company's
board of directors  for a period of one year  following  the Closing,  and (iii)
approve a 1-for-29 reverse split, an increase in the Company's authorized common
stock from  45,000,000  to  75,000,000,  a corporate  name  change,  and a stock
incentive plan (clause (iii) is referred to herein as the "Actions").

         In the event  that the  Reporting  Person  failed to vote his shares to
approve each of the Actions,  the  Reporting  Person  granted to Guez a proxy to
vote his  shares  to  approve  such  Actions.  On June 7,  2005,  the  Company's
shareholders approved the Actions and the proxy granted to Guez by the Reporting
Person terminated.

         In reliance upon and pursuant to the Company's  Registration  Statement
on Form SB-2 (File No.  333-128288),  declared  effective on September 28, 2005,
covering the resale of the shares of Common Stock held by the Reporting  Person,
in October and November 2005, the Reporting Person sold 670,000 shares of Common
Stock in several  private  transactions  and on April 20,  2006,  the  Reporting
Person sold 50,000 shares of Common Stock in a private transaction.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

         Item 5 of Schedule 13D is  supplemented  and amended by the information
below.

         Reference  is made to the  disclosure  set forth  under  Item 3 of this
Schedule 13D/A, which disclosure is incorporated herein by reference.

         As of April 20, 2006, the Reporting Person beneficially owned 1,284,741
shares of Common Stock (the "Shares").  Since 26,057,200  shares of Common Stock
were outstanding as of April 20, 2006, the Shares constitute  approximately 4.9%
of the shares of Common Stock issued and outstanding.


                                       3



         The Reporting Person has the sole power vote or direct the vote of, and
to dispose of or direct the disposition of, the Shares.

         Transactions  by the Reporting  Person in Common Stock  effected in the
past 60 days are described in Item 3 above.

         On April 20, 2006,  the Reporting  Person  ceased to be the  beneficial
owner of more than  five  percent  of the  shares of  Common  Stock  issued  and
outstanding.


                                       4



                                    SIGNATURE

         After  reasonable  inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Schedule 13D is
true, complete and correct.

Dated: April 26, 2006                    /S/ MEYER ABBOU
                                         --------------------------------
                                             Meyer Abbou


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