UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
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 23, 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
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1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PAUL GUEZ
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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
TUNISIA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 20,652,346 (1)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,867,382 (2)
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 20,652,346 (1)
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10 SHARED DISPOSITIVE POWER
1,867,382 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,519,728
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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)
69.1% (3)
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14 TYPE OF REPORTING PERSON*
IN
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(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 23, 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, April 24, 2008 and May
12, 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 23, 2008, the Reporting Person rescinded the sale of 1,750,000
shares of Common Stock at a per share price of $0.80 which originally occurred
in a private transaction on May 9, 2008.
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 23, 2008, the Reporting Person beneficially owns 22,519,728
shares of Common Stock which consists of 16,028,757 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 23, 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 69.1%.
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 23, 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 23, 2008, the Guez Shares constitute approximately 6.3% of
the shares of Common Stock issued and outstanding. As of May 23, 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 23, 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.
Page 4 of 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/A
is true, complete and correct.
Dated: May 23, 2008 /s/ Paul Guez
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Paul Guez