As filed with the Securities and Exchange Commission on January 28, 2004
                                                  Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                               BIB HOLDINGS, LTD.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Nevada                                        33-0895699
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

                              7409 Oak Grove Avenue
                             Las Vegas, Nevada 89117
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                  ---------------------------------------------
                   COMPENSATION AGREEMENT WITH MOHAMED VERJEE
                  ---------------------------------------------
                            (Full title of agreement)

                      Gail Binder, Chief Executive Officer
                               BIB HOLDINGS, LTD.
                              7409 Oak Grove Avenue
                             Las Vegas, Nevada 89117

                     (Name and address of agent for service)
                                 (702) 243-8809
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                  Proposed          Proposed
Title of                          Maximum           Maximum
Securities       Amount           Offering          Aggregate       Amount of
to be            to be            Price             Offering        Registration
Registered       Registered       Per Share(1)      Price(1)        Fee
--------------------------------------------------------------------------------
Common Stock     300,000          $0.175            $52,500         $6.65
================================================================================

(1)   Computed  pursuant  to Rule  457(c)  of the  Securities  Act of  1933,  as
      amended,  solely for the purpose of calculating the  registration  fee and
      not as a  representation  as to any actual  proposed  price.  The offering
      price per share,  maximum aggregate offering price and registration fee is
      based   upon  the   average   of  the  high  and  the  low  price  on  the
      Over-the-Counter Bulletin Board on January 26, 2004.

================================================================================


                                       1
<PAGE>

                                     PART I

Item 1. Plan Information.

      Not required to be filed with the Securities and Exchange  Commission (the
"Commission").

Item 2. Registrant Information and the Employee Information.

      Not required to be filed with the Commission.

          PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The Registrant  hereby  incorporates  by reference into this  Registration
Statement the documents  listed below filed pursuant to the Securities  Exchange
Act of 1934 (the "Exchange Act"), and are deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents:

      o     Reference is made to the Registrant's  annual report on Form 10-KSB,
            as filed with the SEC on July 15, 2003, which is hereby incorporated
            by reference.

      o     Reference  is  made to the  Registrant's  quarterly  report  on Form
            10-QSB,  as filed  with the SEC on July 30,  2003,  which is  hereby
            incorporated by reference.

      o     Reference  is  made to the  Registrant's  quarterly  report  on Form
            10-QSB,  as filed with the SEC on November 14, 2003, which is hereby
            incorporated by reference.

      o     Reference is made to the Registrant's current report on Form 8-K, as
            filed with the SEC on August 29, 2003, as amended  October 10, 2003,
            which is hereby incorporated by reference.

      o     Reference is made to the Registrant's current report on Form 8-K, as
            filed with the SEC on October 8, 2003, as amended  November 10, 2003
            and November 24, 2003, which is hereby incorporated by reference.

      o     Reference is made to the Registrant's current report on Form 8-K, as
            filed  with  the  SEC  on  December  31,   2003,   which  is  hereby
            incorporated by reference.

      o     Reference is made to the Registrant's current report on Form 8-K, as
            filed with the SEC on January 21, 2004, which is hereby incorporated
            by reference.

      o     Reference  is  made to the  Registrant's  information  statement  on
            Schedule 14C as filed with the SEC on January 15, 2004.

      o     Reference is made to the Registrant's registration statement on Form
            SB-2,  as filed with the SEC on January  23,  2004,  which is hereby
            incorporated by reference.

Item 4. Description of Securities.

      Not Applicable.

Item 5. Interests of Named Experts and Counsel.

      None.


                                       2
<PAGE>

Item 6. Indemnification of Directors and Officers.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the "Act") may be permitted to directors,  officers and controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as  expressed  in the  Act  and  is,  therefore,  unenforceable.  The  Company's
Certificate of  Incorporation  provides that no director of the Company shall be
personally  liable to the Company or its  stockholders  for monetary damages for
breach of  fiduciary  duty as a director  except as limited by Nevada  law.  The
Company's  Bylaws  provide that the Company  shall  indemnify to the full extent
authorized by law each of its directors and officers against  expenses  incurred
in connection with any proceeding arising by reason of the fact that such person
is or was an agent of the corporation.

      Insofar as  indemnification  for  liabilities  may be invoked to  disclaim
liability for damages  arising under the Securities Act of 1933, as amended,  or
the Securities  Act of 1934,  (collectively,  the "Acts") as amended,  it is the
position of the Securities and Exchange Commission that such  indemnification is
against public policy as expressed in the Acts and are therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

      None.

Item 8. Exhibits.

EXHIBIT
NUMBER      EXHIBIT
------      -------

4.1         Consulting  Services  Agreement  between  the  Company  and  Mohamed
            Verjee.

5.1         Opinion of Sichenzia Ross Friedman Ference LLP

23.1        Consent of Chavez and Koch

23.2        Consent of  Sichenzia  Ross  Friedman  Ference LLP is  contained  in
            Exhibit 5.1.

Item 9. Undertakings.

      (a) The undersigned registrant hereby undertakes:

            (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  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

            (2) That,  for the purpose of  determining  any liability  under the
Securities Act of 1933, 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.

            (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.

      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 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  Securities  and
Exchange  Commission  SEC such  indemnification  is  against  public  policy  as
expressed in the 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  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                       3
<PAGE>

                                   Signatures

      In accordance  with the  requirements  of the  Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of a registration  statement on Form S-8 and authorized this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Las Vegas, State of Nevada on January 28, 2004.

                                        BIB HOLDINGS, LTD.


                                        By: /s/ GAIL BINDER
                                           -------------------------------------
                                           Gail Binder
                                           Chief Executive Officer, Director


                                       4
[{"type": "S-8", "sequence": "1", "filename": "v01355_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 11411}]
{"company-data": {"conformed-name": "BIB HOLDINGS LTD", "cik": "0001127242", "assigned-sic": "2300", "irs-number": "330895699", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112275", "film-number": "04548129"}, "business-address": {"street1": "101 E. PANTANO RD", "city": "TUCSON", "state": "AZ", "zip": "85710", "phone": "5208859207"}, "mail-address": {"street1": "101 PANTANO RD", "city": "TUCSON", "state": "AZ", "zip": "85710"}, "former-company": [{"former-conformed-name": "SASOON GROUP INC", "date-changed": "20031219"}, {"former-conformed-name": "SPECIALIZED LEASING INC", "date-changed": "20001026"}]}
As filed with the Securities and Exchange Commission on January 28, 2004
                                                  Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                               BIB HOLDINGS, LTD.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Nevada                                        33-0895699
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

                              7409 Oak Grove Avenue
                             Las Vegas, Nevada 89117
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                  ---------------------------------------------
                   COMPENSATION AGREEMENT WITH MOHAMED VERJEE
                  ---------------------------------------------
                            (Full title of agreement)

                      Gail Binder, Chief Executive Officer
                               BIB HOLDINGS, LTD.
                              7409 Oak Grove Avenue
                             Las Vegas, Nevada 89117

                     (Name and address of agent for service)
                                 (702) 243-8809
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                  Proposed          Proposed
Title of                          Maximum           Maximum
Securities       Amount           Offering          Aggregate       Amount of
to be            to be            Price             Offering        Registration
Registered       Registered       Per Share(1)      Price(1)        Fee
--------------------------------------------------------------------------------
Common Stock     300,000          $0.175            $52,500         $6.65
================================================================================

(1)   Computed  pursuant  to Rule  457(c)  of the  Securities  Act of  1933,  as
      amended,  solely for the purpose of calculating the  registration  fee and
      not as a  representation  as to any actual  proposed  price.  The offering
      price per share,  maximum aggregate offering price and registration fee is
      based   upon  the   average   of  the  high  and  the  low  price  on  the
      Over-the-Counter Bulletin Board on January 26, 2004.

================================================================================

                                       1
PART I

Item 1. Plan Information.

      Not required to be filed with the Securities and Exchange  Commission (the
"Commission").

Item 2. Registrant Information and the Employee Information.

      Not required to be filed with the Commission.

          PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The Registrant  hereby  incorporates  by reference into this  Registration
Statement the documents  listed below filed pursuant to the Securities  Exchange
Act of 1934 (the "Exchange Act"), and are deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents:

      o     Reference is made to the Registrant's  annual report on Form 10-KSB,
            as filed with the SEC on July 15, 2003, which is hereby incorporated
            by reference.

      o     Reference  is  made to the  Registrant's  quarterly  report  on Form
            10-QSB,  as filed  with the SEC on July 30,  2003,  which is  hereby
            incorporated by reference.

      o     Reference  is  made to the  Registrant's  quarterly  report  on Form
            10-QSB,  as filed with the SEC on November 14, 2003, which is hereby
            incorporated by reference.

      o     Reference is made to the Registrant's current report on Form 8-K, as
            filed with the SEC on August 29, 2003, as amended  October 10, 2003,
            which is hereby incorporated by reference.

      o     Reference is made to the Registrant's current report on Form 8-K, as
            filed with the SEC on October 8, 2003, as amended  November 10, 2003
            and November 24, 2003, which is hereby incorporated by reference.

      o     Reference is made to the Registrant's current report on Form 8-K, as
            filed  with  the  SEC  on  December  31,   2003,   which  is  hereby
            incorporated by reference.

      o     Reference is made to the Registrant's current report on Form 8-K, as
            filed with the SEC on January 21, 2004, which is hereby incorporated
            by reference.

      o     Reference  is  made to the  Registrant's  information  statement  on
            Schedule 14C as filed with the SEC on January 15, 2004.

      o     Reference is made to the Registrant's registration statement on Form
            SB-2,  as filed with the SEC on January  23,  2004,  which is hereby
            incorporated by reference.

Item 4. Description of Securities.

      Not Applicable.

Item 5. Interests of Named Experts and Counsel.

      None.

                                       2
Item 6. Indemnification of Directors and Officers.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the "Act") may be permitted to directors,  officers and controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as  expressed  in the  Act  and  is,  therefore,  unenforceable.  The  Company's
Certificate of  Incorporation  provides that no director of the Company shall be
personally  liable to the Company or its  stockholders  for monetary damages for
breach of  fiduciary  duty as a director  except as limited by Nevada  law.  The
Company's  Bylaws  provide that the Company  shall  indemnify to the full extent
authorized by law each of its directors and officers against  expenses  incurred
in connection with any proceeding arising by reason of the fact that such person
is or was an agent of the corporation.

      Insofar as  indemnification  for  liabilities  may be invoked to  disclaim
liability for damages  arising under the Securities Act of 1933, as amended,  or
the Securities  Act of 1934,  (collectively,  the "Acts") as amended,  it is the
position of the Securities and Exchange Commission that such  indemnification is
against public policy as expressed in the Acts and are therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

      None.

Item 8. Exhibits.

EXHIBIT
NUMBER      EXHIBIT
------      -------

4.1         Consulting  Services  Agreement  between  the  Company  and  Mohamed
            Verjee.

5.1         Opinion of Sichenzia Ross Friedman Ference LLP

23.1        Consent of Chavez and Koch

23.2        Consent of  Sichenzia  Ross  Friedman  Ference LLP is  contained  in
            Exhibit 5.1.

Item 9. Undertakings.

      (a) The undersigned registrant hereby undertakes:

            (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  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

            (2) That,  for the purpose of  determining  any liability  under the
Securities Act of 1933, 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.

            (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.

      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 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  Securities  and
Exchange  Commission  SEC such  indemnification  is  against  public  policy  as
expressed in the 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  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       3
Signatures

      In accordance  with the  requirements  of the  Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of a registration  statement on Form S-8 and authorized this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Las Vegas, State of Nevada on January 28, 2004.

                                        BIB HOLDINGS, LTD.

                                        By: /s/ GAIL BINDER
                                           -------------------------------------
                                           Gail Binder
                                           Chief Executive Officer, Director

                                       4