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

                                 SCHEDULE 13D/A

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 4)*


                               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)

                                    Paul Guez
                             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)

                                   May 9, 2008
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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 4)

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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).





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CUSIP NO.  095602-108                                 PAGE 2 OF 4 PAGES
----------------------                        ----------------------------------

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

         PAUL GUEZ
-------- -----------------------------------------------------------------------
    2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*               (a) [_]
                                                                         (b) [_]

-------- -----------------------------------------------------------------------
    3    SEC USE ONLY

-------- -----------------------------------------------------------------------
    4    SOURCE OF FUNDS*

         OO
-------- -----------------------------------------------------------------------
    5    CHECK BOX OF DISCLOSURE OF LEGAL  PROCEEDINGS  IS REQUIRED  PURSUANT TO
         ITEMS 2(d) or 2(e)
                                                                             [_]
-------- -----------------------------------------------------------------------
    6    CITIZENSHIP OR PLACE OF ORGANIZATION

         TUNISIA
------------- --------- --------------------------------------------------------
  NUMBER OF       7     SOLE VOTING POWER

    SHARES              18,902,346 (1)
              --------- --------------------------------------------------------
 BENEFICIALLY     8     SHARED VOTING POWER

OWNED BY EACH           1,867,382 (2)
              --------- --------------------------------------------------------
  REPORTING       9     SOLE DISPOSITIVE POWER

 PERSON WITH            18,902,346 (1)
              --------- --------------------------------------------------------
                 10     SHARED DISPOSITIVE POWER

                        1,867,382 (2)
------------- --------- --------------------------------------------------------
   11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         20,769,728
-------- -----------------------------------------------------------------------
   12    CHECK BOX IF THE AGGREGATE  AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [_]
-------- -----------------------------------------------------------------------
   13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         63.7% (3)
-------- -----------------------------------------------------------------------
   14    TYPE OF REPORTING PERSON*

         IN
-------- -----------------------------------------------------------------------

(1)      The  number  of  common  shares  includes  4,623,589  shares  which are
         convertible from Series A Convertible Preferred Stock.

(2)      1,750,000 shares held jointly with spouse,  Elizabeth Guez, and 117,382
         shares held by Paul and Beth Guez Living Trust

(3)      Based on a total of  27,982,200  shares of the  Issuer's  common  stock
         issued and outstanding as of May 9, 2008.





                                                                     Page 3 of 4

         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 and  amended on October  27,  2005,  December  26,  2007 and April 24, 2008
("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.

         On May 9, 2008, the Reporting  Person sold  1,750,000  shares of Common
Stock at a per share price of $0.80 in a private transaction.
90040.

ITEM 4.  PURPOSE OF TRANSACTION.

         Item 4 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.

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 May 9, 2008, the Reporting Person  beneficially  owned 20,769,728
shares of Common  Stock which  consists  of  14,278,757  shares  held  directly,
1,750,000 shares held jointly with his spouse, 117,382 held by The Paul and Beth
Guez Living Trust, of which the Reporting  Person and his spouse are Co-Trustees
(as the Reporting  Person is a Trustee of the Trust, the Reporting Person may be
deemed to be the beneficial  owner of the Trust Shares,  however,  the Reporting
Person disclaims  beneficial  ownership thereof),  and 4,623,589 shares that are
issuable  upon the  conversion  of  1,000,000  shares  of  Series A  Convertible
Preferred Stock issued to the Reporting  Person on November 28, 2007. Based on a
total of 27,982,200  shares of the Company's Common Stock issued and outstanding
as of May 9,  2008 and the  potential  issuance  of  4,623,589  shares  upon the
conversion of the Series A Convertible Preferred Stock bringing the total shares
outstanding to 32,605,789,  the  percentage of stock  beneficially  owned by the
Reporting Person is 63.7%.

         The Reporting  Person has sole power to vote or direct the vote of, and
to dispose or direct the  disposition of, the shares of Common Stock held by him
personally.

         As of May 9, 2008, the Reporting Person shared with Elizabeth Guez, the
Reporting  Person's  spouse,  the power to vote and dispose of 1,750,000  shares
(the "Guez Shares") held jointly.  Since 27,982,200  shares of Common Stock were
outstanding as of May 9, 2008, the Guez Shares constitute  approximately 6.3% of
the shares of Common Stock issued and  outstanding.  As of May 9, 2008, the Paul
and Beth Guez Living Trust  beneficially  owned  117,382  shares of Common Stock
(the "Trust Shares").  Since 27,982,200  shares of Common Stock were outstanding
as of May 9, 2008, the Trust Shares constitute  approximately 0.4% of the shares
of Common Stock issued and outstanding.  As the Reporting Person is a Trustee of
the Trust,  the Reporting Person may be deemed to be the beneficial owner of the
Trust Shares;  however,  the Reporting  Person  disclaims  beneficial  ownership
thereof.

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


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                                    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/A
is true, complete and correct.



Dated: May 12, 2008                     /s/ Paul Guez
                                        --------------------
                                            Paul Guez


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