As filed with the Securities and Exchange Commission on April 23, 2004
                                                Registration No. 333-

     -----------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
 (Includes Registration of Shares for resale by means of a Form S-3 Prospectus)

                      -------------------------------------
                               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)

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

              2004 INCENTIVE STOCK PLAN AND COMPENSATION AGREEMENTS

                  ---------------------------------------------
                              (Full title of plan)

                      GAIL BINDER, CHIEF EXECUTIVE OFFICER
                              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
     -----------------------------------------------------------------------

<TABLE>
<CAPTION>
                                            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
         ----------        -----------      ------------      ----------        -----------
<S>                        <C>              <C>               <C>               <C>
         Common Stock      12,833,333       $0.025            $320,834          $40.65
</TABLE>

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

(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 April 21, 2004.


                                       1
<PAGE>

                                EXPLANATORY NOTE

         The Prospectus  filed as part of this  Registration  Statement has been
prepared in  accordance  with the  requirements  of Form S-3 and may be used for
reofferings  and resales of  registered  shares of common  stock which have been
issued upon the grants of common stock to employees,  non-employee directors and
consultants of BIB Holdings, Ltd.



                                       2
<PAGE>


Prospectus

                               BIB HOLDINGS, LTD.

                        12,833,333 SHARES OF COMMON STOCK

                              ISSUABLE PURSUANT TO

                          2004 STOCK INCENTIVE PLAN AND

                             COMPENSATION AGREEMENTS

            This  prospectus  relates to the sale of up to 12,833,333  shares of
common stock of BIB Holdings,  Ltd. offered by certain holders of our securities
acquired by their compensation  agreements with BIB Holdings. Of such shares, we
are  registering  12,500,000  shares of common stock to be issued in  connection
with our 2004 Stock  Incentive  Plan.  The shares may be offered by the  selling
stockholders   from  time  to  time  in  regular  brokerage   transactions,   in
transactions  directly  with market  makers or in certain  privately  negotiated
transactions.  For  additional  information  on the methods of sale,  you should
refer to the section entitled "Plan of Distribution." We will not receive any of
the proceeds  from the sale of the shares by the selling  stockholders.  Each of
the selling  stockholders may be deemed to be an  "underwriter," as such term is
defined in the Securities Act of 1933.

         Our common stock trades on the  Over-The-Counter  Bulletin  Board under
the symbol "BIBO." On April 22, 2004, the closing sale price of the common stock
was $0.03 per share. The securities offered hereby are speculative and involve a
high degree of risk and  substantial  dilution.  Only investors who can bear the
risk of loss of their  entire  investment  should  invest.  See  "Risk  Factors"
beginning on page 6.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                 The date of this prospectus is April 23, 2004.


                                       3
<PAGE>

                                TABLE OF CONTENTS

                                                                           PAGE

Prospectus Summary                                                           5
Risk Factors                                                                 6
Selling Stockholders                                                        12
Plan of Distribution                                                        14
Incorporation of Certain Documents by Reference                             15
Disclosure of Commission Position on Indemnification
  For Securities Act Liabilities                                            15
Available Information                                                       16



                                       4
<PAGE>

                               PROSPECTUS SUMMARY

GENERAL OVERVIEW

         We design import,  sell and market branded and non-branded  apparel. We
have  a  showroom  in  New  York,  distribution  center  in  Pennsylvania  and a
distribution  center in Las  Vegas,  within a foreign  trade  zone that  exempts
shipments  of our  products  to Mexico from duty  taxes.  We design,  source and
market a brand of jeanswear  and apparel under the M.  Sasson(R),  Home Turf and
New  Terrain  labels as well as private  label.  Product  lines  have  included,
sportswear,  underwear, loungewear and outerwear, as well as accessories such as
ties, hats, scarves, gloves, jewelry, backpacks, and small leather goods as well
as apparel. We distribute our clothing via leading retailers,  such as Wal*Mart,
Sam's Club, T.J. Maxx,  Century 21, J.C.  Penney,  Burlington Coat Factory,  7th
Avenue and Swiss Colony, throughout the United States and abroad.

       Our principal  offices are located at 7409 Oak Grove  Avenue,  Las Vegas,
Nevada  89117;  our  telephone  number  is  (702)  243-8809.  We  are  a  Nevada
corporation.

THIS OFFERING

Shares of common stock outstanding prior to this offering............ 59,114,881

Shares offered in this prospectus.................................... 12,833,333

Total shares outstanding after this offering......................... 71,948,214

Use of proceeds...................        We will not receive any proceeds from
                                          the sale of the shares of common stock
                                          offered in this prospectus.


                                       5
<PAGE>


                                  RISK FACTORS


         Investment  in our common  stock  involves a high  degree of risk.  You
should consider the following  discussion of risks as well as other  information
in this prospectus. The risks and uncertainties described below are not the only
ones.  Additional risks and  uncertainties  not presently known to us or that we
currently deem immaterial also may impair our business operations. If any of the
following risks actually occur, our business could be harmed.  In such case, the
trading price of our common stock could decline.

         Except for historical information, the information contained in our SEC
prospectuses are "forward-looking" statements about our expected future business
and  performance.  Our actual  operating  results and financial  performance may
prove to be very  different  from what we might have predicted as of the date of
this prospectus.


RISKS RELATING TO OUR COMPANY:

WE HAVE HAD LOSSES AND SUCH LOSSES MAY CONTINUE, WHICH MAY NEGATIVELY IMPACT OUR
ABILITY TO ACHIEVE OUR BUSINESS OBJECTIVES.

         We had net loss of  $3,190,012  for the year ended  December  31,  2003
compared to net income of $154,422 for the fiscal year ended  December 31, 2002.
Our  operations  are  subject  to the  risks  and  competition  inherent  in the
establishment  of a business  enterprise.  There can be no assurance that future
operations  will be profitable.  Revenues and profits,  if any, will depend upon
various factors,  including whether we will be able to continue expansion of our
revenue.  We may not achieve our business  objectives and the failure to achieve
such goals would have an adverse impact on us.

IF WE ARE UNABLE TO OBTAIN  ADDITIONAL  FUNDING OUR BUSINESS  OPERATIONS WILL BE
HARMED AND IF WE DO OBTAIN ADDITIONAL  FINANCING OUR THEN EXISTING  SHAREHOLDERS
MAY SUFFER SUBSTANTIAL DILUTION.

         We will  require  additional  funds to sustain and expand our sales and
marketing  activities.  We anticipate  that we will require up to  approximately
$1,600,000  to fund  our  continued  operations  for  the  next  twelve  months,
depending on revenue  from  operations.  Additional  capital will be required to
effectively  support  the  operations  and to  otherwise  implement  our overall
business strategy. There can be no assurance that financing will be available in
amounts  or on terms  acceptable  to us,  if at all.  The  inability  to  obtain
additional  capital will restrict our ability to grow and may reduce our ability
to  continue  to  conduct  business  operations.  If we  are  unable  to  obtain
additional  financing,  we will likely be required to curtail our  marketing and
development  plans and possibly  cease our  operations.  Any  additional  equity
financing may involve substantial dilution to our then existing shareholders.

MANY OF OUR  COMPETITORS  ARE  LARGER  AND  HAVE  GREATER  FINANCIAL  AND  OTHER
RESOURCES  THAN WE DO AND THOSE  ADVANTAGES  COULD MAKE IT  DIFFICULT  FOR US TO
COMPETE WITH THEM.

         The fashion apparel and accessory industry is extremely competitive and
includes  several  companies  which have achieved  substantially  greater market
shares than we have, and have longer operating  histories,  have larger customer
bases, have substantially greater financial, development and marketing resources
than we do. If overall demand for our products  should  decrease it could have a
materially adverse affect on our operating results.

WE MUST EXPAND SALES OF OUR EXISTING  PRODUCTS AND  SUCCESSFULLY  INTRODUCE  NEW
PRODUCTS THAT RESPOND TO CONSTANTLY CHANGING FASHION TRENDS AND CONSUMER DEMANDS
TO INCREASE REVENUES AND ATTAIN PROFITABILITY.

         Our success  will depend on our ability to expand  sales of our current
products  to  new  and  existing  customers,  as  well  as  the  development  or
acquisition  of new product  designs and the  acquisition  of new licenses  that
appeal to a broad range of consumers. We have little control over the demand for
our  existing  products,  and we  cannot  assure  you that the new  products  we
introduce will be successfully received by consumers.


                                       6
<PAGE>

         Any failure on our part to anticipate, identify and respond effectively
to changing  consumer  demands and fashion  trends  could  adversely  affect the
acceptance  of our  products  and leave us with a  substantial  amount of unsold
inventory or missed  opportunities.  If that occurs, we may be forced to rely on
markdowns  or  promotional  sales to dispose of excess,  slow-moving  inventory,
which may negatively  affect our ability to achieve  profitability.  At the same
time, our focus on tight management of inventory may result,  from time to time,
in our not having an adequate supply of products to meet consumer demand and may
cause us to lose sales.

A SUBSTANTIAL  PORTION OF OUR NET SALES AND GROSS PROFIT IS DERIVED FROM A SMALL
NUMBER OF LARGE CUSTOMERS.

         Our five largest customers  accounted for approximately 90.7% and 84.0%
of our gross sales  during  fiscal  years  ending  2002 and 2003,  respectively.
Wal*Mart  accounted for  approximately  22% and 48% of our gross sales in fiscal
2002 and 2003, respectively.  Sam's Club accounted for approximately 59% and 14%
of our gross sales for fiscal 2002 and 2003, respectively.  We do not enter into
long-term agreements with any of our customers.  Instead, we enter into a number
of individual  purchase order commitments with our customers.  A decision by the
controlling  owner of a group  of  stores  or any  other  significant  customer,
whether  motivated  by  competitive   conditions,   financial   difficulties  or
otherwise, to decrease the amount of merchandise purchased from us, or to change
their manner of doing business with us, could have a material  adverse effect on
our financial condition and results of operations.

WE ARE DEPENDENT ON CERTAIN CONTRACTUAL  RELATIONSHIPS TO GENERATE REVENUES, THE
LOSS OF WHICH COULD SIGNIFICANTLY REDUCE REVENUE

         Our sales are  dependent to a significant  degree upon the  contractual
relationships  we can  establish  with  licensors  to  exploit,  on a  generally
non-exclusive   basis,   proprietary  rights  in  well-known  logos,  marks  and
characters.  Although we believe we will  continue  to meet all of our  material
obligations under such license  agreements,  there can be no assurance that such
licensing  rights will  continue or will be  available  for renewal on favorable
terms.  Failure to obtain new licenses or extensions  on current  licenses or to
sell such products,  for any reason, could have a significant negative impact on
our  revenue.  Although we have not have  significant  revenues  generated  from
licensed  apparel  and  accessory  products in the past,  we recently  signed an
exclusive  licensing  agreement  for the M.  Sasson(R)  brand  upon which we are
expending  our time and  resources.  The loss of this  license  could  result in
significantly reduced revenues and operating losses.

THE SEASONAL NATURE OF OUR BUSINESS MAKES  MANAGEMENT  MORE DIFFICULT,  SEVERELY
REDUCES CASH FLOW AND  LIQUIDITY  DURING PARTS OF THE YEAR AND COULD FORCE US TO
CURTAIL OPERATIONS

         Our  business is  seasonal.  The  majority of our  marketing  and sales
activities  take place from late fall to early  spring.  Our greatest  volume of
shipments and sales occur from late spring through the summer,  which  coincides
with our second and third  fiscal  quarters.  Our cash flow is  strongest in the
third and fourth fiscal  quarters.  Unfavorable  economic  conditions  affecting
retailers  during the fall and holiday seasons in any year could have a material
adverse  effect on our  results  of  operations  for the year.  We are likely to
experience  periods of negative cash flow throughout each year and a drop-off in
business commencing each December, which could force us to curtail operations if
adequate  liquidity is not  available.  We cannot assure you that the effects of
such seasonality will diminish in the future.

A   MANUFACTURER'S   INABILITY   TO  PRODUCE  OUR  GOODS  ON  TIME  AND  TO  OUR
SPECIFICATIONS COULD RESULT IN LOST REVENUE AND NET LOSSES

         We do not own or operate any  manufacturing  facilities  and  therefore
depend  upon  independent  third  parties  for  the  manufacture  of  all of our
products.  Our products are manufactured to our  specifications by both domestic
and international manufacturers.  During fiscal 2003, approximately 43.3% of our
products were manufactured in the United States and  approximately  56.7% of our
products were manufactured in foreign countries.  During the twelve months ended
December 31, 2002,  approximately 15.3% of our products were manufactured in the
United  States and  approximately  84.7% of our products  were  manufactured  in
foreign  countries.  The  inability  of a  manufacturer  to ship  orders  of our
products in a timely manner or to meet our quality  standards  could cause us to
miss the delivery date  requirements  of our  customers  for those items,  which
could  result in  cancellation  of  orders,  refusal to accept  deliveries  or a
reduction in purchase prices,  any of which could have a material adverse effect
as our  revenues  would  decrease  and we would  incur net losses as a result of
sales of the product,  if any sales could be made. Because of the seasonality of
our business,  and the apparel and fashion business in particular,  the dates on
which customers need and require shipments of products from us are critical,  as
styles  and  consumer  tastes  change so  rapidly  in the  apparel  and  fashion
business,  particularly from one season to the next. Further, because quality is
a leading  factor when  customers  and  retailers  accept or reject  goods,  any
decline in quality by our  third-party  manufacturers  could be detrimental  not
only to a  particular  order,  but also to our  future  relationship  with  that
particular customer.


                                       7
<PAGE>

IF WE NEED TO REPLACE  MANUFACTURERS,  OUR EXPENSES COULD INCREASE  RESULTING IN
SMALLER PROFIT MARGINS

         We compete  with other  companies  for the  production  capacity of our
manufacturers and import quota capacity.  Some of these competitors have greater
financial and other  resources  than we have,  and thus may have an advantage in
the  competition  for production and import quota  capacity.  If we experience a
significant  increase in demand, or if an existing  manufacturer of ours must be
replaced,  we may have to expand  our  third-party  manufacturing  capacity.  We
cannot assure you that this additional  capacity will be available when required
on terms that are  acceptable  to us or similar to existing  terms which we have
with our  manufacturers,  either  from a  production  standpoint  or a financial
standpoint.  We enter into a number of purchase  order  commitments  each season
specifying  a  time  for  delivery,   method  of  payment,  design  and  quality
specifications and other standard industry provisions, but do not have long-term
contracts with any  manufacturer.  None of the manufacturers we use produces our
products exclusively.

         Should  we be  forced  to  replace  one or more  of our  manufacturers,
particularly a manufacturer  that we may rely upon for a substantial  portion of
its production needs, such as Pelican Industries,  Inc., Nutex Industries,  Inc.
and Sri Renga Fashions and their  affiliates,  then we may experience an adverse
financial impact, or an adverse  operational impact, such as being forced to pay
increased costs for such replacement  manufacturing or delays upon  distribution
and  delivery  of our  products to our  customers,  which could cause us to lose
customers or lose revenues because of late shipments.

IF A MANUFACTURER OF OURS FAILS TO USE ACCEPTABLE LABOR PRACTICES, WE MIGHT HAVE
DELAYS IN  SHIPMENTS  OR FACE  JOINT  LIABILITY  FOR  VIOLATIONS,  RESULTING  IN
DECREASED REVENUE AND INCREASED EXPENSES

         While we require our independent manufacturers to operate in compliance
with  applicable  laws and  regulations,  we have no control  over the  ultimate
actions  of  our  independent  manufacturers.  While  our  internal  and  vendor
operating guidelines promote ethical business practices and our staff and buying
agents  periodically  visit  and  monitor  the  operations  of  our  independent
manufacturers,  we do not control these  manufacturers or their labor practices.
The violation of labor or other laws by an independent  manufacturer of ours, or
by  one  of  our  licensing  partners,  or  the  divergence  of  an  independent
manufacturer's  or licensing  partner's  labor  practices  from those  generally
accepted as ethical in the United States, could interrupt,  or otherwise disrupt
the shipment of finished products to us or damage our reputation.  Any of these,
in turn,  could have a material  adverse  effect on our financial  condition and
results of operations.  In particular,  the laws governing garment manufacturers
in the State of California  impose joint  liability upon us and our  independent
manufacturers for the labor practices of those independent  manufacturers.  As a
result,  should one of our  independent  manufacturers  be found in violation of
state labor laws, we could suffer financial or other unforeseen consequences.

OUR  TRADEMARK  AND OTHER  INTELLECTUAL  PROPERTY  RIGHTS MAY NOT BE  ADEQUATELY
PROTECTED OUTSIDE THE UNITED STATES, RESULTING IN LOSS OF REVENUE

         We believe that our  trademarks,  whether  licensed or owned by us, and
other  proprietary  rights are  important  to our  success  and our  competitive
position.  In the  course  of our  international  expansion,  we  may,  however,
experience  conflict with various  third parties who acquire or claim  ownership
rights in certain trademarks. We cannot assure that the actions we have taken to
establish  and protect these  trademarks  and other  proprietary  rights will be
adequate to prevent  imitation  of our  products by others or to prevent  others
from seeking to block sales of our products as a violation of the trademarks and
proprietary  rights of others.  Also,  we cannot assure you that others will not
assert rights in, or ownership of,  trademarks and other  proprietary  rights of
ours or that we will be able to successfully resolve these types of conflicts to
our  satisfaction.  In addition,  the laws of certain foreign  countries may not
protect  proprietary  rights  to the same  extent  as do the laws of the  United
States.


                                       8
<PAGE>

OUR BUSINESS IS EXPOSED TO DOMESTIC AND FOREIGN CURRENCY FLUCTUATIONS;  NEGATIVE
CHANGES IN EXCHANGE RATES COULD RESULT IN GREATER COSTS

         We generally purchase our products in U.S. dollars.  However, we source
most of our products  overseas and, as such,  the cost of these  products may be
affected by changes in the value of the relevant currencies. Changes in currency
exchange  rates may also affect the relative  prices at which we and our foreign
competitors  sell products in the same market,  resulting in higher costs to us.
We currently do not hedge our exposure to changes in foreign  currency  exchange
rates. We cannot assure you that foreign currency  fluctuations  will not have a
material adverse impact on our financial condition and results of operations.

WE FACE INTENSE COMPETITION IN THE WORLDWIDE APPAREL AND ACCESSORY INDUSTRY.

         We face a variety of  competitive  challenges  from other  domestic and
foreign fashion-oriented  apparel and accessory producers,  some of which may be
significantly  larger  and more  diversified  and  have  greater  financial  and
marketing  resources  than  we  have.  We  do  not  currently  hold  a  dominant
competitive  position in any market. We compete with our competitors,  including
MUDD and LEI primarily on the basis of:

      -     anticipating and responding to changing consumer demands in a timely
            manner,
      -     maintaining favorable brand recognition,
      -     developing  innovative,  high-quality  products in sizes, colors and
            styles that appeal to consumers,
      -     appropriately pricing products,
      -     providing strong and effective marketing support,
      -     creating an acceptable value proposition for retail customers,
      -     ensuring   product   availability   and   optimizing   supply  chain
            efficiencies with manufacturers and retailers, and
      -     obtaining  sufficient retail floor space and effective  presentation
            of our products at retail.

A DOWNTURN IN THE ECONOMY MAY AFFECT CONSUMER PURCHASES OF DISCRETIONARY  ITEMS,
WHICH COULD ADVERSELY AFFECT OUR SALES.

The fashion  apparel and  accessory  industry in which we operate are  cyclical.
Many factors affect the level of consumer  spending in the apparel,  accessories
and craft industries, including, among others:

      -     general business conditions,
      -     interest rates,
      -     the availability of consumer credit,
      -     taxation, and
      -     consumer confidence in future economic conditions.

         Consumer  purchases of  discretionary  items,  including  accessory and
apparel  products,  including  our  products,  may decline  during  recessionary
periods and also may decline at other times when  disposable  income is lower. A
downturn in the economies in which we sell our  products,  whether in the United
States or abroad, may adversely affect our sales.


                                       9
<PAGE>

OUR  PRINCIPAL  STOCKHOLDERS,  OFFICERS  AND  DIRECTORS  WILL OWN A  CONTROLLING
INTEREST  IN OUR  VOTING  STOCK  AND  INVESTORS  WILL NOT HAVE ANY  VOICE IN OUR
MANAGEMENT.

         Upon  completion of this  offering our officers and directors  will, in
the aggregate,  beneficially own approximately  68.2% of our outstanding  common
stock. As a result, these stockholders,  acting together,  will have the ability
to control substantially all matters submitted to our stockholders for approval,
including:

         o        election of our board of directors;
         o        removal of any of our directors;
         o        amendment of our certificate of incorporation or bylaws; and
         o        adoption of  measures  that could delay or prevent a change in
                  control  or  impede  a  merger,  takeover  or  other  business
                  combination involving us.

     As a result of their  ownership and positions,  our directors and executive
officers  collectively are able to influence all matters  requiring  stockholder
approval,  including  the  election of  directors  and  approval of  significant
corporate transactions. In addition, sales of significant amounts of shares held
by our directors and executive  officers,  or the prospect of these sales, could
adversely  affect  the  market  price of our common  stock.  Management's  stock
ownership  may  discourage  a potential  acquirer  from making a tender offer or
otherwise  attempting  to obtain  control of us,  which in turn could reduce our
stock price or prevent our stockholders  from realizing a premium over our stock
price.

RISKS RELATING TO OUR COMMON STOCK:

SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET.

         As of April 21,  2004,  we had  59,114,881  shares of our Common  Stock
issued and  outstanding of which we believe  47,146,138  shares to be restricted
shares.  Rule  144  provides,  in  essence,  that a person  holding  "restricted
securities"  for a period of one year may sell only an amount every three months
equal to the greater of (a) one percent of a  company's  issued and  outstanding
shares, or (b) the average weekly volume of sales during the four calendar weeks
preceding the sale. The amount of "restricted  securities" which a person who is
not an affiliate of our company may sell is not so limited, since non-affiliates
may sell without volume  limitation  their shares held for two years if there is
adequate current public information available concerning our company. In such an
event,  "restricted  securities"  would be eligible for sale to the public at an
earlier  date.  The sale in the public market of such shares of common stock may
adversely affect prevailing market prices of our common stock.

OUR  COMMON  STOCK IS  SUBJECT  TO THE  "PENNY  STOCK"  RULES OF THE SEC AND THE
TRADING MARKET IN OUR  SECURITIES IS LIMITED,  WHICH MAKES  TRANSACTIONS  IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

         Our Common  Stock is Subject to the "Penny  Stock" Rules of the SEC and
the Trading Market in Our Securities is Limited, Which Makes Transactions in Our
Stock Cumbersome and May Reduce the Value of an Investment in Our Stock.

         The  Securities  and Exchange  Commission  has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes  relevant to us,
as any equity  security  that has a market price of less than $5.00 per share or
with an  exercise  price of less  than  $5.00  per  share,  subject  to  certain
exceptions.  For any  transaction  involving a penny stock,  unless exempt,  the
rules require:

      o     that a broker or dealer approve a person's  account for transactions
            in penny stocks; and

      o     the broker or dealer  receive from the investor a written  agreement
            to the transaction, setting forth the

           identity and quantity of the penny stock to be purchased.

In order to approve a person's  account for  transactions  in penny stocks,  the
broker or dealer must:

      o     obtain financial information and investment experience objectives of
            the person; and

      o     make a  reasonable  determination  that  the  transactions  in penny
            stocks are  suitable  for that person and the person has  sufficient
            knowledge  and  experience  in  financial  matters  to be capable of
            evaluating the risks of transactions in penny stocks.



                                       10
<PAGE>

         The broker or dealer must also deliver,  prior to any  transaction in a
penny stock, a disclosure  schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form:

      o     sets  forth  the  basis on  which  the  broker  or  dealer  made the
            suitability determination; and

      o     that the broker or dealer received a signed,  written agreement from
            the investor prior to the transaction.

         Generally,  brokers  may be less  willing  to execute  transactions  in
securities  subject to the "penny stock" rules.  This may make it more difficult
for  investors  to dispose of our common stock and cause a decline in the market
value of our stock.

         Disclosure  also has to be made about the risks of  investing  in penny
stocks  in  both  public  offerings  and in  secondary  trading  and  about  the
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.


                                       11
<PAGE>

                              SELLING STOCKHOLDERS

         The table  below sets forth  information  concerning  the resale of the
shares of common  stock by the  selling  stockholders.  We will not  receive any
proceeds  from the resale of the common  stock by the selling  stockholders.  We
will receive proceeds from the exercise of the options.  Assuming all the shares
registered  below  are sold by the  selling  stockholders,  none of the  selling
stockholders will continue to own any shares of our common stock.

         The  following  table  also sets  forth the name of each  person who is
offering the resale of shares of common stock by this prospectus,  the number of
shares of common stock  beneficially  owned by each person, the number of shares
of common  stock that may be sold in this  offering  and the number of shares of
common stock each person will own after the offering,  assuming they sell all of
the shares offered.


<TABLE>
<CAPTION>
                                     SHARES BENEFICIALLY OWNED                             SHARES BENEFICIALLY OWNED
                                -----------------------------------                    ----------------------------------
                                       PRIOR TO THE OFFERING              TOTAL                AFTER THE OFFERING
             NAME                     NUMBER            PERCENT       SHARES OFFERED        NUMBER           PERCENT
-------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                <C>             <C>                <C>              <C>
Robert Sautter                           3,000,000             4.8%         3,000,000                 0               0%

Jeff Kaplan                              3,000,000 (1)         4.8%         2,500,000 (1)       500,000               *

Olga Savelov                             2,750,000             4.4%         2,750,000                 0               0%

Scott Allinson                           1,000,000             1.7%         1,000,000                 0               0%

Ian Binder                                 125,000                *           125,000                 0               0%

All Officers and Directors as            9,875,000            14.3%         9,375,000           500,000                *
a Group (5 persons)
</TABLE>


         * Less than one percent.

         The number and percentage of shares beneficially owned is determined in
accordance  with Rule  13d-3 of the  Securities  Exchange  Act of 1934,  and the
information is not necessarily  indicative of beneficial ownership for any other
purpose.  Under such rule,  beneficial ownership includes any shares as to which
the selling  stockholder has sole or shared voting power or investment power and
also any shares which the selling stockholder has the right to acquire within 60
days.  Shares  owned  prior to the  offering  include the shares  issuable  upon
exercise of the  options set forth in the "Total  Shares  Offered"  column.  The
above  percentages  are based on 59,114,881  shares of common stock  outstanding
prior to the offering and 71,948,214  shares of common stock  outstanding  after
the offering.

         Beneficial  ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect to the
shares  shown.  Except  where  indicated  by footnote  and subject to  community
property laws where applicable,  the persons named in the table have sole voting
and investment  power with respect to all shares of voting  securities  shown as
beneficially owned by them.  Percentages are based upon the assumption that each
shareholder  has exercised all of the  currently  exercisable  options he or she
owns which are currently  exercisable or exercisable  within 60 days and that no
other  shareholder has exercised any options he or she owns. The address of each
of the above  selling  shareholders  is c/o BIB Holdings,  Ltd.,  7409 Oak Grove
Ave., Las Vegas, Nevada 89117.

(1) Includes 500,000 shares of common stock and 2,500,000 options,  of which the
2,500,000 shares of common stock issuable upon exercise of the options are being
registered pursuant to this prospectus.


                                       12
<PAGE>

                              PLAN OF DISTRIBUTION

         Sales  of the  shares  may be  effected  by or for the  account  of the
selling  stockholders from time to time in transactions (which may include block
transactions)   on  the   Over-The-Counter   Bulletin   Board,   in   negotiated
transactions,  through a combination  of such methods of sale, or otherwise,  at
fixed prices that may be changed,  at market  prices  prevailing  at the time of
sale  or  at  negotiated  prices.  The  selling  stockholders  may  effect  such
transactions   by  selling   the  shares   directly   to   purchasers,   through
broker-dealers   acting   as  agents  of  the   selling   stockholders,   or  to
broker-dealers   acting  as  agents  for  the   selling   stockholders,   or  to
broker-dealers  who may purchase  shares as principals and  thereafter  sell the
shares from time to time in transactions  (which may include block transactions)
on the Over-The-Counter  Bulletin Board, in negotiated  transactions,  through a
combination  of  such  methods  of  sale,  or  otherwise.  In  effecting  sales,
broker-dealers   engaged  by  a  selling   stockholder  may  arrange  for  other
broker-dealers  to  participate.  Such  broker-dealers,   if  any,  may  receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
selling  stockholders  and/or  the  purchasers  of  the  shares  for  whom  such
broker-dealers may act as agents or to whom they may sell as principals, or both
(which  compensation  as to a  particular  broker-dealer  might be in  excess of
customary commissions).

         The  selling   stockholders  and  any  broker-dealers  or  agents  that
participate with the selling  stockholders in the distribution of the shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933.
Any  commissions  paid or any  discounts  or  concessions  allowed  to any  such
persons,  and any profits received on the resale of the shares purchased by them
may be deemed to be  underwriting  commissions or discounts under the Securities
Act of 1933.

         We have agreed to bear all expenses of registration of the shares other
than legal fees and  expenses,  if any,  of  counsel  or other  advisors  of the
selling  stockholders.  The  selling  stockholders  will  bear any  commissions,
discounts,  concessions  or other fees,  if any,  payable to  broker-dealers  in
connection with any sale of their shares.

         We  have  agreed  to  indemnify  the  selling  stockholders,  or  their
transferees or assignees,  against certain  liabilities,  including  liabilities
under the  Securities  Act of 1933 or to  contribute  to  payments  the  selling
stockholders  or  their  respective  pledgees,   donees,  transferees  or  other
successors in interest, may be required to make in respect thereof.


                                       13
<PAGE>

                     INFORMATION INCORPORATED BY REFERENCE

         The  Securities  and Exchange  Commission  allows us to  incorporate by
reference certain of our  publicly-filed  documents into this prospectus,  which
means that such information is considered part of this  prospectus.  Information
that we file  with  the  SEC  subsequent  to the  date of this  prospectus  will
automatically update and supersede this information. We incorporate by reference
the  documents  listed below and any future  filings made with the SEC under all
documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until the selling  stockholders have sold
all of the shares offered hereby or such shares have been deregistered.

The following documents filed with the SEC are incorporated herein by reference:

      o     Reference is made to the Registrant's  annual report on Form 10-KSB,
            as  filed  with  the  SEC  on  March  18,  2004,   which  is  hereby
            incorporated by reference.

         We will  provide  without  charge to each person to whom a copy of this
prospectus has been  delivered,  on written or oral request a copy of any or all
of the  documents  incorporated  by  reference  in this  prospectus,  other than
exhibits to such  documents.  Written or oral requests for such copies should be
directed to Gail Binder, Chief Executive Officer,  BIB Holdings,  Ltd., 7409 Oak
Grove Avenue, Las Vegas, Nevada 89117.

DISCLOSURE  OF  COMMISSION   POSITION  ON  INDEMNIFICATION  FOR  SECURITIES  ACT
LIABILITIES

         Our By-laws,  as amended,  provide to the fullest  extent  permitted by
Nevada law, our directors or officers  shall not be  personally  liable to us or
our  shareholders  for  damages  for  breach  of such  director's  or  officer's
fiduciary  duty. The effect of this provision of our Articles of  Incorporation,
as  amended,   is  to  eliminate  our  rights  and  our  shareholders   (through
shareholders'  derivative  suits on behalf of our  company)  to recover  damages
against a director  or officer  for  breach of the  fiduciary  duty of care as a
director or officer  (including  breaches  resulting  from  negligent or grossly
negligent  behavior),  except under certain  situations  defined by statute.  We
believe that the indemnification provisions in our Articles of Incorporation, as
amended,  are necessary to attract and retain qualified persons as directors and
officers.

         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  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  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.


                                       14
<PAGE>

                     ADDITIONAL INFORMATION AVAILABLE TO YOU

         This prospectus is part of a Registration Statement on Form S-8 that we
filed with the SEC. Certain  information in the Registration  Statement has been
omitted from this  prospectus in  accordance  with the rules of the SEC. We file
annual,  quarterly and special reports,  proxy statements and other  information
with the SEC.  You can inspect and copy the  Registration  Statement  as well as
reports,  proxy  statements and other  information we have filed with the SEC at
the  public  reference  room  maintained  by the SEC at 450  Fifth  Street,  NW,
Washington,  D.C.  20549,  and at the  following  Regional  Offices  of the SEC:
Northwest Atrium Center, 500 West Madison Street,  Chicago,  Illinois 60661. You
can obtain copies from the public reference room of the SEC at 450 Fifth Street,
NW,  Washington,  D.C. 20549, upon payment of certain fees. You can call the SEC
at  1-800-732-0330  for further  information about the public reference room. We
are also required to file  electronic  versions of these documents with the SEC,
which   may  be   accessed   through   the   SEC's   World   Wide  Web  site  at
http://www.sec.gov.  Our common stock is quoted on The Over-The-Counter Bulletin
Board.  Reports,   proxy  and  information   statements  and  other  information
concerning us may be inspected at The Nasdaq Stock Market at 1735 K Street,  NW,
Washington, D.C. 20006.

         No  dealer,  salesperson  or other  person  is  authorized  to give any
information or to make any  representations  other than those  contained in this
prospectus,  and, if given or made, such information or representations must not
be  relied  upon as having  been  authorized  by us.  This  prospectus  does not
constitute  an offer to buy any security  other than the  securities  offered by
this  prospectus,  or an offer to sell or a solicitation  of an offer to buy any
securities by any person in any jurisdiction where such offer or solicitation is
not authorized or is unlawful.  Neither delivery of this prospectus nor any sale
hereunder shall, under any circumstances,  create any implication that there has
been no change in the affairs of our company since the date hereof.

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

                        12,833,333 SHARES OF COMMON STOCK

                            ------------------------
                                   PROSPECTUS

                                 _______________

                                 April 23, 2004


                                       15
<PAGE>

                                     PART I

ITEM 1.  PLAN INFORMATION.

         The documents  containing the  information  specified in Item 1 will be
sent or given to participants in the  Registrant's  2004 Incentive Stock Plan as
specified  by Rule  428(b)(1)  of the  Securities  Act of 1933,  as amended (the
"Securities  Act"). Such documents are not required to be and are not filed with
the  Securities  and  Exchange  Commission  (the  "SEC")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

         Of the 12,500,000  shares being  registered for issuance under the 2004
Incentive Stock Plan, 7,295,000 shares planned for issuance will be subject to a
lock-up  agreement whereby the recipient of the shares will agree to lock-up the
shares except pursuant to Rule 144 under the Securities Act of 1933.

ITEM 2.  REGISTRANT INFORMATION; THE 2004 STOCK INCENTIVE PLAN.

         Upon written or oral  request,  any of the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be  delivered  to eligible  employees,  non-employee  directors  and
consultants,  pursuant to Rule 428(b) or additional  information  about the 2004
Incentive Stock Plan are available without charge by contacting:

Gail Binder, CEO
BIB Holdings, Ltd.
7409 Oak Grove Avenue
Las Vegas, Nevada 89117

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. In addition,  all documents  subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934  (the  "Exchange  Act"),  prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  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  March  18,  2004,   which  is  hereby
            incorporated by reference.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

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 Bylaws
provide  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 further 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.


                                       16
<PAGE>


         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      2004 Stock Incentive Plan

         4.2      Consulting Agreement with Rachael Kreisler

         5.1      Opinion of Sichenzia Ross Friedman Ference LLP

        23.1      Consent of Lazar Levine & Felix LLP.

        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.


                                       17
<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 an amendment to a filing on Form S-8 and authorized this
amendment  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Las Vegas, State of Nevada and the City of New York,
State of New York on April 23, 2004.

                                            BIB HOLDINGS, LTD.

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

                                            By:/s/ JEFFREY KAPLAN
                                            ---------------------------------
                                            Jeffrey Kaplan
                                            Chief Financial Officer


         In accordance with the requirements of the Securities Act of 1933, this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities stated, on April 23, 2004.


                                            By:/s/ MARK BINDER
                                            ---------------------------------
                                            Mark Binder
                                            Director

                                            By:/s/ GAIL BINDER
                                            ---------------------------------
                                            Gail Binder
                                            Director

                                            By:/s/ OLGA SAVELOV
                                            ---------------------------------
                                            Olga Savelov
                                            Director

                                            By:/s/ ROBERT SAUTTER
                                            ---------------------------------
                                            Robert Sautter
                                            Director

                                            By:/s/ SCOTT ALLINSON
                                            ---------------------------------
                                            Scott Allinson
                                            Director

                                            By:/s/ MARTIN LEVIN
                                            ---------------------------------
                                            Martin Levin
                                            Director


                                       18
[{"type": "S-8", "sequence": "1", "filename": "v02840_s8.txt", "secsgml_size_bytes": 55989}]
{"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": "333-114763", "film-number": "04750557"}, "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 April 23, 2004
                                                Registration No. 333-

     -----------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
 (Includes Registration of Shares for resale by means of a Form S-3 Prospectus)

                      -------------------------------------
                               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)

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

              2004 INCENTIVE STOCK PLAN AND COMPENSATION AGREEMENTS

                  ---------------------------------------------
                              (Full title of plan)

                      GAIL BINDER, CHIEF EXECUTIVE OFFICER
                              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      12,833,333       $0.025            $320,834          $40.65
--------------------------------------------------------------------------------

(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 April 21, 2004.

                                       1
EXPLANATORY NOTE

         The Prospectus  filed as part of this  Registration  Statement has been
prepared in  accordance  with the  requirements  of Form S-3 and may be used for
reofferings  and resales of  registered  shares of common  stock which have been
issued upon the grants of common stock to employees,  non-employee directors and
consultants of BIB Holdings, Ltd.

                                       2
Prospectus

                               BIB HOLDINGS, LTD.

                        12,833,333 SHARES OF COMMON STOCK

                              ISSUABLE PURSUANT TO

                          2004 STOCK INCENTIVE PLAN AND

                             COMPENSATION AGREEMENTS

            This  prospectus  relates to the sale of up to 12,833,333  shares of
common stock of BIB Holdings,  Ltd. offered by certain holders of our securities
acquired by their compensation  agreements with BIB Holdings. Of such shares, we
are  registering  12,500,000  shares of common stock to be issued in  connection
with our 2004 Stock  Incentive  Plan.  The shares may be offered by the  selling
stockholders   from  time  to  time  in  regular  brokerage   transactions,   in
transactions  directly  with market  makers or in certain  privately  negotiated
transactions.  For  additional  information  on the methods of sale,  you should
refer to the section entitled "Plan of Distribution." We will not receive any of
the proceeds  from the sale of the shares by the selling  stockholders.  Each of
the selling  stockholders may be deemed to be an  "underwriter," as such term is
defined in the Securities Act of 1933.

         Our common stock trades on the  Over-The-Counter  Bulletin  Board under
the symbol "BIBO." On April 22, 2004, the closing sale price of the common stock
was $0.03 per share. The securities offered hereby are speculative and involve a
high degree of risk and  substantial  dilution.  Only investors who can bear the
risk of loss of their  entire  investment  should  invest.  See  "Risk  Factors"
beginning on page 6.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this prospectus is April 23, 2004.

                                       3
TABLE OF CONTENTS

                                                                           PAGE

Prospectus Summary                                                           5
Risk Factors                                                                 6
Selling Stockholders                                                        12
Plan of Distribution                                                        14
Incorporation of Certain Documents by Reference                             15
Disclosure of Commission Position on Indemnification
  For Securities Act Liabilities                                            15
Available Information                                                       16

                                       4
PROSPECTUS SUMMARY

GENERAL OVERVIEW

         We design import,  sell and market branded and non-branded  apparel. We
have  a  showroom  in  New  York,  distribution  center  in  Pennsylvania  and a
distribution  center in Las  Vegas,  within a foreign  trade  zone that  exempts
shipments  of our  products  to Mexico from duty  taxes.  We design,  source and
market a brand of jeanswear  and apparel under the M.  Sasson(R),  Home Turf and
New  Terrain  labels as well as private  label.  Product  lines  have  included,
sportswear,  underwear, loungewear and outerwear, as well as accessories such as
ties, hats, scarves, gloves, jewelry, backpacks, and small leather goods as well
as apparel. We distribute our clothing via leading retailers,  such as Wal*Mart,
Sam's Club, T.J. Maxx,  Century 21, J.C.  Penney,  Burlington Coat Factory,  7th
Avenue and Swiss Colony, throughout the United States and abroad.

       Our principal  offices are located at 7409 Oak Grove  Avenue,  Las Vegas,
Nevada  89117;  our  telephone  number  is  (702)  243-8809.  We  are  a  Nevada
corporation.

THIS OFFERING

Shares of common stock outstanding prior to this offering............ 59,114,881

Shares offered in this prospectus.................................... 12,833,333

Total shares outstanding after this offering......................... 71,948,214

Use of proceeds...................        We will not receive any proceeds from
                                          the sale of the shares of common stock
                                          offered in this prospectus.

                                       5
RISK FACTORS

         Investment  in our common  stock  involves a high  degree of risk.  You
should consider the following  discussion of risks as well as other  information
in this prospectus. The risks and uncertainties described below are not the only
ones.  Additional risks and  uncertainties  not presently known to us or that we
currently deem immaterial also may impair our business operations. If any of the
following risks actually occur, our business could be harmed.  In such case, the
trading price of our common stock could decline.

         Except for historical information, the information contained in our SEC
prospectuses are "forward-looking" statements about our expected future business
and  performance.  Our actual  operating  results and financial  performance may
prove to be very  different  from what we might have predicted as of the date of
this prospectus.

RISKS RELATING TO OUR COMPANY:

WE HAVE HAD LOSSES AND SUCH LOSSES MAY CONTINUE, WHICH MAY NEGATIVELY IMPACT OUR
ABILITY TO ACHIEVE OUR BUSINESS OBJECTIVES.

         We had net loss of  $3,190,012  for the year ended  December  31,  2003
compared to net income of $154,422 for the fiscal year ended  December 31, 2002.
Our  operations  are  subject  to the  risks  and  competition  inherent  in the
establishment  of a business  enterprise.  There can be no assurance that future
operations  will be profitable.  Revenues and profits,  if any, will depend upon
various factors,  including whether we will be able to continue expansion of our
revenue.  We may not achieve our business  objectives and the failure to achieve
such goals would have an adverse impact on us.

IF WE ARE UNABLE TO OBTAIN  ADDITIONAL  FUNDING OUR BUSINESS  OPERATIONS WILL BE
HARMED AND IF WE DO OBTAIN ADDITIONAL  FINANCING OUR THEN EXISTING  SHAREHOLDERS
MAY SUFFER SUBSTANTIAL DILUTION.

         We will  require  additional  funds to sustain and expand our sales and
marketing  activities.  We anticipate  that we will require up to  approximately
$1,600,000  to fund  our  continued  operations  for  the  next  twelve  months,
depending on revenue  from  operations.  Additional  capital will be required to
effectively  support  the  operations  and to  otherwise  implement  our overall
business strategy. There can be no assurance that financing will be available in
amounts  or on terms  acceptable  to us,  if at all.  The  inability  to  obtain
additional  capital will restrict our ability to grow and may reduce our ability
to  continue  to  conduct  business  operations.  If we  are  unable  to  obtain
additional  financing,  we will likely be required to curtail our  marketing and
development  plans and possibly  cease our  operations.  Any  additional  equity
financing may involve substantial dilution to our then existing shareholders.

MANY OF OUR  COMPETITORS  ARE  LARGER  AND  HAVE  GREATER  FINANCIAL  AND  OTHER
RESOURCES  THAN WE DO AND THOSE  ADVANTAGES  COULD MAKE IT  DIFFICULT  FOR US TO
COMPETE WITH THEM.

         The fashion apparel and accessory industry is extremely competitive and
includes  several  companies  which have achieved  substantially  greater market
shares than we have, and have longer operating  histories,  have larger customer
bases, have substantially greater financial, development and marketing resources
than we do. If overall demand for our products  should  decrease it could have a
materially adverse affect on our operating results.

WE MUST EXPAND SALES OF OUR EXISTING  PRODUCTS AND  SUCCESSFULLY  INTRODUCE  NEW
PRODUCTS THAT RESPOND TO CONSTANTLY CHANGING FASHION TRENDS AND CONSUMER DEMANDS
TO INCREASE REVENUES AND ATTAIN PROFITABILITY.

         Our success  will depend on our ability to expand  sales of our current
products  to  new  and  existing  customers,  as  well  as  the  development  or
acquisition  of new product  designs and the  acquisition  of new licenses  that
appeal to a broad range of consumers. We have little control over the demand for
our  existing  products,  and we  cannot  assure  you that the new  products  we
introduce will be successfully received by consumers.

                                       6
Any failure on our part to anticipate, identify and respond effectively
to changing  consumer  demands and fashion  trends  could  adversely  affect the
acceptance  of our  products  and leave us with a  substantial  amount of unsold
inventory or missed  opportunities.  If that occurs, we may be forced to rely on
markdowns  or  promotional  sales to dispose of excess,  slow-moving  inventory,
which may negatively  affect our ability to achieve  profitability.  At the same
time, our focus on tight management of inventory may result,  from time to time,
in our not having an adequate supply of products to meet consumer demand and may
cause us to lose sales.

A SUBSTANTIAL  PORTION OF OUR NET SALES AND GROSS PROFIT IS DERIVED FROM A SMALL
NUMBER OF LARGE CUSTOMERS.

         Our five largest customers  accounted for approximately 90.7% and 84.0%
of our gross sales  during  fiscal  years  ending  2002 and 2003,  respectively.
Wal*Mart  accounted for  approximately  22% and 48% of our gross sales in fiscal
2002 and 2003, respectively.  Sam's Club accounted for approximately 59% and 14%
of our gross sales for fiscal 2002 and 2003, respectively.  We do not enter into
long-term agreements with any of our customers.  Instead, we enter into a number
of individual  purchase order commitments with our customers.  A decision by the
controlling  owner of a group  of  stores  or any  other  significant  customer,
whether  motivated  by  competitive   conditions,   financial   difficulties  or
otherwise, to decrease the amount of merchandise purchased from us, or to change
their manner of doing business with us, could have a material  adverse effect on
our financial condition and results of operations.

WE ARE DEPENDENT ON CERTAIN CONTRACTUAL  RELATIONSHIPS TO GENERATE REVENUES, THE
LOSS OF WHICH COULD SIGNIFICANTLY REDUCE REVENUE

         Our sales are  dependent to a significant  degree upon the  contractual
relationships  we can  establish  with  licensors  to  exploit,  on a  generally
non-exclusive   basis,   proprietary  rights  in  well-known  logos,  marks  and
characters.  Although we believe we will  continue  to meet all of our  material
obligations under such license  agreements,  there can be no assurance that such
licensing  rights will  continue or will be  available  for renewal on favorable
terms.  Failure to obtain new licenses or extensions  on current  licenses or to
sell such products,  for any reason, could have a significant negative impact on
our  revenue.  Although we have not have  significant  revenues  generated  from
licensed  apparel  and  accessory  products in the past,  we recently  signed an
exclusive  licensing  agreement  for the M.  Sasson(R)  brand  upon which we are
expending  our time and  resources.  The loss of this  license  could  result in
significantly reduced revenues and operating losses.

THE SEASONAL NATURE OF OUR BUSINESS MAKES  MANAGEMENT  MORE DIFFICULT,  SEVERELY
REDUCES CASH FLOW AND  LIQUIDITY  DURING PARTS OF THE YEAR AND COULD FORCE US TO
CURTAIL OPERATIONS

         Our  business is  seasonal.  The  majority of our  marketing  and sales
activities  take place from late fall to early  spring.  Our greatest  volume of
shipments and sales occur from late spring through the summer,  which  coincides
with our second and third  fiscal  quarters.  Our cash flow is  strongest in the
third and fourth fiscal  quarters.  Unfavorable  economic  conditions  affecting
retailers  during the fall and holiday seasons in any year could have a material
adverse  effect on our  results  of  operations  for the year.  We are likely to
experience  periods of negative cash flow throughout each year and a drop-off in
business commencing each December, which could force us to curtail operations if
adequate  liquidity is not  available.  We cannot assure you that the effects of
such seasonality will diminish in the future.

A   MANUFACTURER'S   INABILITY   TO  PRODUCE  OUR  GOODS  ON  TIME  AND  TO  OUR
SPECIFICATIONS COULD RESULT IN LOST REVENUE AND NET LOSSES

         We do not own or operate any  manufacturing  facilities  and  therefore
depend  upon  independent  third  parties  for  the  manufacture  of  all of our
products.  Our products are manufactured to our  specifications by both domestic
and international manufacturers.  During fiscal 2003, approximately 43.3% of our
products were manufactured in the United States and  approximately  56.7% of our
products were manufactured in foreign countries.  During the twelve months ended
December 31, 2002,  approximately 15.3% of our products were manufactured in the
United  States and  approximately  84.7% of our products  were  manufactured  in
foreign  countries.  The  inability  of a  manufacturer  to ship  orders  of our
products in a timely manner or to meet our quality  standards  could cause us to
miss the delivery date  requirements  of our  customers  for those items,  which
could  result in  cancellation  of  orders,  refusal to accept  deliveries  or a
reduction in purchase prices,  any of which could have a material adverse effect
as our  revenues  would  decrease  and we would  incur net losses as a result of
sales of the product,  if any sales could be made. Because of the seasonality of
our business,  and the apparel and fashion business in particular,  the dates on
which customers need and require shipments of products from us are critical,  as
styles  and  consumer  tastes  change so  rapidly  in the  apparel  and  fashion
business,  particularly from one season to the next. Further, because quality is
a leading  factor when  customers  and  retailers  accept or reject  goods,  any
decline in quality by our  third-party  manufacturers  could be detrimental  not
only to a  particular  order,  but also to our  future  relationship  with  that
particular customer.

                                       7
IF WE NEED TO REPLACE  MANUFACTURERS,  OUR EXPENSES COULD INCREASE  RESULTING IN
SMALLER PROFIT MARGINS

         We compete  with other  companies  for the  production  capacity of our
manufacturers and import quota capacity.  Some of these competitors have greater
financial and other  resources  than we have,  and thus may have an advantage in
the  competition  for production and import quota  capacity.  If we experience a
significant  increase in demand, or if an existing  manufacturer of ours must be
replaced,  we may have to expand  our  third-party  manufacturing  capacity.  We
cannot assure you that this additional  capacity will be available when required
on terms that are  acceptable  to us or similar to existing  terms which we have
with our  manufacturers,  either  from a  production  standpoint  or a financial
standpoint.  We enter into a number of purchase  order  commitments  each season
specifying  a  time  for  delivery,   method  of  payment,  design  and  quality
specifications and other standard industry provisions, but do not have long-term
contracts with any  manufacturer.  None of the manufacturers we use produces our
products exclusively.

         Should  we be  forced  to  replace  one or more  of our  manufacturers,
particularly a manufacturer  that we may rely upon for a substantial  portion of
its production needs, such as Pelican Industries,  Inc., Nutex Industries,  Inc.
and Sri Renga Fashions and their  affiliates,  then we may experience an adverse
financial impact, or an adverse  operational impact, such as being forced to pay
increased costs for such replacement  manufacturing or delays upon  distribution
and  delivery  of our  products to our  customers,  which could cause us to lose
customers or lose revenues because of late shipments.

IF A MANUFACTURER OF OURS FAILS TO USE ACCEPTABLE LABOR PRACTICES, WE MIGHT HAVE
DELAYS IN  SHIPMENTS  OR FACE  JOINT  LIABILITY  FOR  VIOLATIONS,  RESULTING  IN
DECREASED REVENUE AND INCREASED EXPENSES

         While we require our independent manufacturers to operate in compliance
with  applicable  laws and  regulations,  we have no control  over the  ultimate
actions  of  our  independent  manufacturers.  While  our  internal  and  vendor
operating guidelines promote ethical business practices and our staff and buying
agents  periodically  visit  and  monitor  the  operations  of  our  independent
manufacturers,  we do not control these  manufacturers or their labor practices.
The violation of labor or other laws by an independent  manufacturer of ours, or
by  one  of  our  licensing  partners,  or  the  divergence  of  an  independent
manufacturer's  or licensing  partner's  labor  practices  from those  generally
accepted as ethical in the United States, could interrupt,  or otherwise disrupt
the shipment of finished products to us or damage our reputation.  Any of these,
in turn,  could have a material  adverse  effect on our financial  condition and
results of operations.  In particular,  the laws governing garment manufacturers
in the State of California  impose joint  liability upon us and our  independent
manufacturers for the labor practices of those independent  manufacturers.  As a
result,  should one of our  independent  manufacturers  be found in violation of
state labor laws, we could suffer financial or other unforeseen consequences.

OUR  TRADEMARK  AND OTHER  INTELLECTUAL  PROPERTY  RIGHTS MAY NOT BE  ADEQUATELY
PROTECTED OUTSIDE THE UNITED STATES, RESULTING IN LOSS OF REVENUE

         We believe that our  trademarks,  whether  licensed or owned by us, and
other  proprietary  rights are  important  to our  success  and our  competitive
position.  In the  course  of our  international  expansion,  we  may,  however,
experience  conflict with various  third parties who acquire or claim  ownership
rights in certain trademarks. We cannot assure that the actions we have taken to
establish  and protect these  trademarks  and other  proprietary  rights will be
adequate to prevent  imitation  of our  products by others or to prevent  others
from seeking to block sales of our products as a violation of the trademarks and
proprietary  rights of others.  Also,  we cannot assure you that others will not
assert rights in, or ownership of,  trademarks and other  proprietary  rights of
ours or that we will be able to successfully resolve these types of conflicts to
our  satisfaction.  In addition,  the laws of certain foreign  countries may not
protect  proprietary  rights  to the same  extent  as do the laws of the  United
States.

                                       8
OUR BUSINESS IS EXPOSED TO DOMESTIC AND FOREIGN CURRENCY FLUCTUATIONS;  NEGATIVE
CHANGES IN EXCHANGE RATES COULD RESULT IN GREATER COSTS

         We generally purchase our products in U.S. dollars.  However, we source
most of our products  overseas and, as such,  the cost of these  products may be
affected by changes in the value of the relevant currencies. Changes in currency
exchange  rates may also affect the relative  prices at which we and our foreign
competitors  sell products in the same market,  resulting in higher costs to us.
We currently do not hedge our exposure to changes in foreign  currency  exchange
rates. We cannot assure you that foreign currency  fluctuations  will not have a
material adverse impact on our financial condition and results of operations.

WE FACE INTENSE COMPETITION IN THE WORLDWIDE APPAREL AND ACCESSORY INDUSTRY.

         We face a variety of  competitive  challenges  from other  domestic and
foreign fashion-oriented  apparel and accessory producers,  some of which may be
significantly  larger  and more  diversified  and  have  greater  financial  and
marketing  resources  than  we  have.  We  do  not  currently  hold  a  dominant
competitive  position in any market. We compete with our competitors,  including
MUDD and LEI primarily on the basis of:

      -     anticipating and responding to changing consumer demands in a timely
            manner,
      -     maintaining favorable brand recognition,
      -     developing  innovative,  high-quality  products in sizes, colors and
            styles that appeal to consumers,
      -     appropriately pricing products,
      -     providing strong and effective marketing support,
      -     creating an acceptable value proposition for retail customers,
      -     ensuring   product   availability   and   optimizing   supply  chain
            efficiencies with manufacturers and retailers, and
      -     obtaining  sufficient retail floor space and effective  presentation
            of our products at retail.

A DOWNTURN IN THE ECONOMY MAY AFFECT CONSUMER PURCHASES OF DISCRETIONARY  ITEMS,
WHICH COULD ADVERSELY AFFECT OUR SALES.

The fashion  apparel and  accessory  industry in which we operate are  cyclical.
Many factors affect the level of consumer  spending in the apparel,  accessories
and craft industries, including, among others:

      -     general business conditions,
      -     interest rates,
      -     the availability of consumer credit,
      -     taxation, and
      -     consumer confidence in future economic conditions.

         Consumer  purchases of  discretionary  items,  including  accessory and
apparel  products,  including  our  products,  may decline  during  recessionary
periods and also may decline at other times when  disposable  income is lower. A
downturn in the economies in which we sell our  products,  whether in the United
States or abroad, may adversely affect our sales.

                                       9
OUR  PRINCIPAL  STOCKHOLDERS,  OFFICERS  AND  DIRECTORS  WILL OWN A  CONTROLLING
INTEREST  IN OUR  VOTING  STOCK  AND  INVESTORS  WILL NOT HAVE ANY  VOICE IN OUR
MANAGEMENT.

         Upon  completion of this  offering our officers and directors  will, in
the aggregate,  beneficially own approximately  68.2% of our outstanding  common
stock. As a result, these stockholders,  acting together,  will have the ability
to control substantially all matters submitted to our stockholders for approval,
including:

         o        election of our board of directors;
         o        removal of any of our directors;
         o        amendment of our certificate of incorporation or bylaws; and
         o        adoption of  measures  that could delay or prevent a change in
                  control  or  impede  a  merger,  takeover  or  other  business
                  combination involving us.

     As a result of their  ownership and positions,  our directors and executive
officers  collectively are able to influence all matters  requiring  stockholder
approval,  including  the  election of  directors  and  approval of  significant
corporate transactions. In addition, sales of significant amounts of shares held
by our directors and executive  officers,  or the prospect of these sales, could
adversely  affect  the  market  price of our common  stock.  Management's  stock
ownership  may  discourage  a potential  acquirer  from making a tender offer or
otherwise  attempting  to obtain  control of us,  which in turn could reduce our
stock price or prevent our stockholders  from realizing a premium over our stock
price.

RISKS RELATING TO OUR COMMON STOCK:

SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET.

         As of April 21,  2004,  we had  59,114,881  shares of our Common  Stock
issued and  outstanding of which we believe  47,146,138  shares to be restricted
shares.  Rule  144  provides,  in  essence,  that a person  holding  "restricted
securities"  for a period of one year may sell only an amount every three months
equal to the greater of (a) one percent of a  company's  issued and  outstanding
shares, or (b) the average weekly volume of sales during the four calendar weeks
preceding the sale. The amount of "restricted  securities" which a person who is
not an affiliate of our company may sell is not so limited, since non-affiliates
may sell without volume  limitation  their shares held for two years if there is
adequate current public information available concerning our company. In such an
event,  "restricted  securities"  would be eligible for sale to the public at an
earlier  date.  The sale in the public market of such shares of common stock may
adversely affect prevailing market prices of our common stock.

OUR  COMMON  STOCK IS  SUBJECT  TO THE  "PENNY  STOCK"  RULES OF THE SEC AND THE
TRADING MARKET IN OUR  SECURITIES IS LIMITED,  WHICH MAKES  TRANSACTIONS  IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

         Our Common  Stock is Subject to the "Penny  Stock" Rules of the SEC and
the Trading Market in Our Securities is Limited, Which Makes Transactions in Our
Stock Cumbersome and May Reduce the Value of an Investment in Our Stock.

         The  Securities  and Exchange  Commission  has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes  relevant to us,
as any equity  security  that has a market price of less than $5.00 per share or
with an  exercise  price of less  than  $5.00  per  share,  subject  to  certain
exceptions.  For any  transaction  involving a penny stock,  unless exempt,  the
rules require:

      o     that a broker or dealer approve a person's  account for transactions
            in penny stocks; and

      o     the broker or dealer  receive from the investor a written  agreement
            to the transaction, setting forth the

           identity and quantity of the penny stock to be purchased.

In order to approve a person's  account for  transactions  in penny stocks,  the
broker or dealer must:

      o     obtain financial information and investment experience objectives of
            the person; and

      o     make a  reasonable  determination  that  the  transactions  in penny
            stocks are  suitable  for that person and the person has  sufficient
            knowledge  and  experience  in  financial  matters  to be capable of
            evaluating the risks of transactions in penny stocks.

                                       10
The broker or dealer must also deliver,  prior to any  transaction in a
penny stock, a disclosure  schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form:

      o     sets  forth  the  basis on  which  the  broker  or  dealer  made the
            suitability determination; and

      o     that the broker or dealer received a signed,  written agreement from
            the investor prior to the transaction.

         Generally,  brokers  may be less  willing  to execute  transactions  in
securities  subject to the "penny stock" rules.  This may make it more difficult
for  investors  to dispose of our common stock and cause a decline in the market
value of our stock.

         Disclosure  also has to be made about the risks of  investing  in penny
stocks  in  both  public  offerings  and in  secondary  trading  and  about  the
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.

                                       11
SELLING STOCKHOLDERS

         The table  below sets forth  information  concerning  the resale of the
shares of common  stock by the  selling  stockholders.  We will not  receive any
proceeds  from the resale of the common  stock by the selling  stockholders.  We
will receive proceeds from the exercise of the options.  Assuming all the shares
registered  below  are sold by the  selling  stockholders,  none of the  selling
stockholders will continue to own any shares of our common stock.

         The  following  table  also sets  forth the name of each  person who is
offering the resale of shares of common stock by this prospectus,  the number of
shares of common stock  beneficially  owned by each person, the number of shares
of common  stock that may be sold in this  offering  and the number of shares of
common stock each person will own after the offering,  assuming they sell all of
the shares offered.
SHARES BENEFICIALLY OWNED                             SHARES BENEFICIALLY OWNED
                                -----------------------------------                    ----------------------------------
                                       PRIOR TO THE OFFERING              TOTAL                AFTER THE OFFERING
             NAME                     NUMBER            PERCENT       SHARES OFFERED        NUMBER           PERCENT
-------------------------------------------------------------------------------------------------------------------------
Robert Sautter                           3,000,000             4.8%         3,000,000                 0               0%

Jeff Kaplan                              3,000,000 (1)         4.8%         2,500,000 (1)       500,000               *

Olga Savelov                             2,750,000             4.4%         2,750,000                 0               0%

Scott Allinson                           1,000,000             1.7%         1,000,000                 0               0%

Ian Binder                                 125,000                *           125,000                 0               0%

All Officers and Directors as            9,875,000            14.3%         9,375,000           500,000                *
a Group (5 persons)
* Less than one percent.

         The number and percentage of shares beneficially owned is determined in
accordance  with Rule  13d-3 of the  Securities  Exchange  Act of 1934,  and the
information is not necessarily  indicative of beneficial ownership for any other
purpose.  Under such rule,  beneficial ownership includes any shares as to which
the selling  stockholder has sole or shared voting power or investment power and
also any shares which the selling stockholder has the right to acquire within 60
days.  Shares  owned  prior to the  offering  include the shares  issuable  upon
exercise of the  options set forth in the "Total  Shares  Offered"  column.  The
above  percentages  are based on 59,114,881  shares of common stock  outstanding
prior to the offering and 71,948,214  shares of common stock  outstanding  after
the offering.

         Beneficial  ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect to the
shares  shown.  Except  where  indicated  by footnote  and subject to  community
property laws where applicable,  the persons named in the table have sole voting
and investment  power with respect to all shares of voting  securities  shown as
beneficially owned by them.  Percentages are based upon the assumption that each
shareholder  has exercised all of the  currently  exercisable  options he or she
owns which are currently  exercisable or exercisable  within 60 days and that no
other  shareholder has exercised any options he or she owns. The address of each
of the above  selling  shareholders  is c/o BIB Holdings,  Ltd.,  7409 Oak Grove
Ave., Las Vegas, Nevada 89117.

(1) Includes 500,000 shares of common stock and 2,500,000 options,  of which the
2,500,000 shares of common stock issuable upon exercise of the options are being
registered pursuant to this prospectus.

                                       12
PLAN OF DISTRIBUTION

         Sales  of the  shares  may be  effected  by or for the  account  of the
selling  stockholders from time to time in transactions (which may include block
transactions)   on  the   Over-The-Counter   Bulletin   Board,   in   negotiated
transactions,  through a combination  of such methods of sale, or otherwise,  at
fixed prices that may be changed,  at market  prices  prevailing  at the time of
sale  or  at  negotiated  prices.  The  selling  stockholders  may  effect  such
transactions   by  selling   the  shares   directly   to   purchasers,   through
broker-dealers   acting   as  agents  of  the   selling   stockholders,   or  to
broker-dealers   acting  as  agents  for  the   selling   stockholders,   or  to
broker-dealers  who may purchase  shares as principals and  thereafter  sell the
shares from time to time in transactions  (which may include block transactions)
on the Over-The-Counter  Bulletin Board, in negotiated  transactions,  through a
combination  of  such  methods  of  sale,  or  otherwise.  In  effecting  sales,
broker-dealers   engaged  by  a  selling   stockholder  may  arrange  for  other
broker-dealers  to  participate.  Such  broker-dealers,   if  any,  may  receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
selling  stockholders  and/or  the  purchasers  of  the  shares  for  whom  such
broker-dealers may act as agents or to whom they may sell as principals, or both
(which  compensation  as to a  particular  broker-dealer  might be in  excess of
customary commissions).

         The  selling   stockholders  and  any  broker-dealers  or  agents  that
participate with the selling  stockholders in the distribution of the shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933.
Any  commissions  paid or any  discounts  or  concessions  allowed  to any  such
persons,  and any profits received on the resale of the shares purchased by them
may be deemed to be  underwriting  commissions or discounts under the Securities
Act of 1933.

         We have agreed to bear all expenses of registration of the shares other
than legal fees and  expenses,  if any,  of  counsel  or other  advisors  of the
selling  stockholders.  The  selling  stockholders  will  bear any  commissions,
discounts,  concessions  or other fees,  if any,  payable to  broker-dealers  in
connection with any sale of their shares.

         We  have  agreed  to  indemnify  the  selling  stockholders,  or  their
transferees or assignees,  against certain  liabilities,  including  liabilities
under the  Securities  Act of 1933 or to  contribute  to  payments  the  selling
stockholders  or  their  respective  pledgees,   donees,  transferees  or  other
successors in interest, may be required to make in respect thereof.

                                       13
INFORMATION INCORPORATED BY REFERENCE

         The  Securities  and Exchange  Commission  allows us to  incorporate by
reference certain of our  publicly-filed  documents into this prospectus,  which
means that such information is considered part of this  prospectus.  Information
that we file  with  the  SEC  subsequent  to the  date of this  prospectus  will
automatically update and supersede this information. We incorporate by reference
the  documents  listed below and any future  filings made with the SEC under all
documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until the selling  stockholders have sold
all of the shares offered hereby or such shares have been deregistered.

The following documents filed with the SEC are incorporated herein by reference:

      o     Reference is made to the Registrant's  annual report on Form 10-KSB,
            as  filed  with  the  SEC  on  March  18,  2004,   which  is  hereby
            incorporated by reference.

         We will  provide  without  charge to each person to whom a copy of this
prospectus has been  delivered,  on written or oral request a copy of any or all
of the  documents  incorporated  by  reference  in this  prospectus,  other than
exhibits to such  documents.  Written or oral requests for such copies should be
directed to Gail Binder, Chief Executive Officer,  BIB Holdings,  Ltd., 7409 Oak
Grove Avenue, Las Vegas, Nevada 89117.

DISCLOSURE  OF  COMMISSION   POSITION  ON  INDEMNIFICATION  FOR  SECURITIES  ACT
LIABILITIES

         Our By-laws,  as amended,  provide to the fullest  extent  permitted by
Nevada law, our directors or officers  shall not be  personally  liable to us or
our  shareholders  for  damages  for  breach  of such  director's  or  officer's
fiduciary  duty. The effect of this provision of our Articles of  Incorporation,
as  amended,   is  to  eliminate  our  rights  and  our  shareholders   (through
shareholders'  derivative  suits on behalf of our  company)  to recover  damages
against a director  or officer  for  breach of the  fiduciary  duty of care as a
director or officer  (including  breaches  resulting  from  negligent or grossly
negligent  behavior),  except under certain  situations  defined by statute.  We
believe that the indemnification provisions in our Articles of Incorporation, as
amended,  are necessary to attract and retain qualified persons as directors and
officers.

         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  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  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.

                                       14
ADDITIONAL INFORMATION AVAILABLE TO YOU

         This prospectus is part of a Registration Statement on Form S-8 that we
filed with the SEC. Certain  information in the Registration  Statement has been
omitted from this  prospectus in  accordance  with the rules of the SEC. We file
annual,  quarterly and special reports,  proxy statements and other  information
with the SEC.  You can inspect and copy the  Registration  Statement  as well as
reports,  proxy  statements and other  information we have filed with the SEC at
the  public  reference  room  maintained  by the SEC at 450  Fifth  Street,  NW,
Washington,  D.C.  20549,  and at the  following  Regional  Offices  of the SEC:
Northwest Atrium Center, 500 West Madison Street,  Chicago,  Illinois 60661. You
can obtain copies from the public reference room of the SEC at 450 Fifth Street,
NW,  Washington,  D.C. 20549, upon payment of certain fees. You can call the SEC
at  1-800-732-0330  for further  information about the public reference room. We
are also required to file  electronic  versions of these documents with the SEC,
which   may  be   accessed   through   the   SEC's   World   Wide  Web  site  at
http://www.sec.gov.  Our common stock is quoted on The Over-The-Counter Bulletin
Board.  Reports,   proxy  and  information   statements  and  other  information
concerning us may be inspected at The Nasdaq Stock Market at 1735 K Street,  NW,
Washington, D.C. 20006.

         No  dealer,  salesperson  or other  person  is  authorized  to give any
information or to make any  representations  other than those  contained in this
prospectus,  and, if given or made, such information or representations must not
be  relied  upon as having  been  authorized  by us.  This  prospectus  does not
constitute  an offer to buy any security  other than the  securities  offered by
this  prospectus,  or an offer to sell or a solicitation  of an offer to buy any
securities by any person in any jurisdiction where such offer or solicitation is
not authorized or is unlawful.  Neither delivery of this prospectus nor any sale
hereunder shall, under any circumstances,  create any implication that there has
been no change in the affairs of our company since the date hereof.

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

                        12,833,333 SHARES OF COMMON STOCK

                            ------------------------
                                   PROSPECTUS

                                 _______________

                                 April 23, 2004

                                       15
PART I

ITEM 1.  PLAN INFORMATION.

         The documents  containing the  information  specified in Item 1 will be
sent or given to participants in the  Registrant's  2004 Incentive Stock Plan as
specified  by Rule  428(b)(1)  of the  Securities  Act of 1933,  as amended (the
"Securities  Act"). Such documents are not required to be and are not filed with
the  Securities  and  Exchange  Commission  (the  "SEC")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

         Of the 12,500,000  shares being  registered for issuance under the 2004
Incentive Stock Plan, 7,295,000 shares planned for issuance will be subject to a
lock-up  agreement whereby the recipient of the shares will agree to lock-up the
shares except pursuant to Rule 144 under the Securities Act of 1933.

ITEM 2.  REGISTRANT INFORMATION; THE 2004 STOCK INCENTIVE PLAN.

         Upon written or oral  request,  any of the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be  delivered  to eligible  employees,  non-employee  directors  and
consultants,  pursuant to Rule 428(b) or additional  information  about the 2004
Incentive Stock Plan are available without charge by contacting:

Gail Binder, CEO
BIB Holdings, Ltd.
7409 Oak Grove Avenue
Las Vegas, Nevada 89117

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. In addition,  all documents  subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934  (the  "Exchange  Act"),  prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  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  March  18,  2004,   which  is  hereby
            incorporated by reference.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

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 Bylaws
provide  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 further 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.

                                       16
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      2004 Stock Incentive Plan

         4.2      Consulting Agreement with Rachael Kreisler

         5.1      Opinion of Sichenzia Ross Friedman Ference LLP

        23.1      Consent of Lazar Levine & Felix LLP.

        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.

                                       17
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 an amendment to a filing on Form S-8 and authorized this
amendment  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Las Vegas, State of Nevada and the City of New York,
State of New York on April 23, 2004.

                                            BIB HOLDINGS, LTD.

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

                                            By:/s/ JEFFREY KAPLAN
                                            ---------------------------------
                                            Jeffrey Kaplan
                                            Chief Financial Officer

         In accordance with the requirements of the Securities Act of 1933, this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities stated, on April 23, 2004.

                                            By:/s/ MARK BINDER
                                            ---------------------------------
                                            Mark Binder
                                            Director

                                            By:/s/ GAIL BINDER
                                            ---------------------------------
                                            Gail Binder
                                            Director

                                            By:/s/ OLGA SAVELOV
                                            ---------------------------------
                                            Olga Savelov
                                            Director

                                            By:/s/ ROBERT SAUTTER
                                            ---------------------------------
                                            Robert Sautter
                                            Director

                                            By:/s/ SCOTT ALLINSON
                                            ---------------------------------
                                            Scott Allinson
                                            Director

                                            By:/s/ MARTIN LEVIN
                                            ---------------------------------
                                            Martin Levin
                                            Director

                                       18