As filed with the Securities and Exchange Commission on September 15, 2004

                                                  Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              7409 OAK GROVE AVENUE
                             LAS VEGAS, NEVADA 89117

               (Address of principal executive offices) (Zip Code)
                  ---------------------------------------------
                            2004 INCENTIVE STOCK PLAN
                  ---------------------------------------------
                              (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      10,000,000       $0.01          $100,000      $12.67

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

(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 September 14, 2004.


                                       1
<PAGE>





PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This Registration  Statement is being filed, in accordance with General
Instruction E to Form S-8, to register an additional 10,000,000 shares of common
stock, par value $0.001 per share, of BIB Holdings,  Ltd., a Nevada  corporation
(the  "Company"),  that may be issued under the Company's  2004 Stock  Incentive
Plan (the "Plan"). The contents of the Company's  Registration Statement on Form
S-8 filed on April 23,  2004 (File  Number  333-114763)  registering  12,500,000
shares of stock under the Plan is incorporated herein 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.

         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,  incorporated  by  reference  to
                  exhibit 4.1 of the Registrant's Registration Statement on Form
                  S-8,  filed with the  Securities  and Exchange  Commission  on
                  April 23, 2004.

         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:

                                       2
<PAGE>

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

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

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new Registration  Statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

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

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission  SEC such  indemnification  is  against  public  policy  as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                       3
<PAGE>



                                   SIGNATURES

         In accordance with the  requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements of 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 September 15, 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 September 15, 2004.


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

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

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



                                       4
[{"type": "S-8", "sequence": "1", "filename": "v06605_forms8.txt", "secsgml_size_bytes": 10538}]
{"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": "333-119019", "film-number": "041032242"}, "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 September 15, 2004

                                                  Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              7409 OAK GROVE AVENUE
                             LAS VEGAS, NEVADA 89117

               (Address of principal executive offices) (Zip Code)
                  ---------------------------------------------
                            2004 INCENTIVE STOCK PLAN
                  ---------------------------------------------
                              (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      10,000,000       $0.01          $100,000      $12.67

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

(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 September 14, 2004.

                                       1
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This Registration  Statement is being filed, in accordance with General
Instruction E to Form S-8, to register an additional 10,000,000 shares of common
stock, par value $0.001 per share, of BIB Holdings,  Ltd., a Nevada  corporation
(the  "Company"),  that may be issued under the Company's  2004 Stock  Incentive
Plan (the "Plan"). The contents of the Company's  Registration Statement on Form
S-8 filed on April 23,  2004 (File  Number  333-114763)  registering  12,500,000
shares of stock under the Plan is incorporated herein 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.

         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,  incorporated  by  reference  to
                  exhibit 4.1 of the Registrant's Registration Statement on Form
                  S-8,  filed with the  Securities  and Exchange  Commission  on
                  April 23, 2004.

         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:

                                       2
(1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

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

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new Registration  Statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

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

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission  SEC such  indemnification  is  against  public  policy  as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       3
SIGNATURES

         In accordance with the  requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements of 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 September 15, 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 September 15, 2004.

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

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

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

                                       4