U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    FOR FISCAL YEAR ENDED DECEMBER 31, 2003.

                                    000-32143
                             Commission File Number

                               BIB HOLDINGS, LTD.
                               ------------------

                 (Name of small business issuer in its charter)




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


         7409 Oak Grove Avenue, Las Vegas, Nevada 89117, (702) 243-8809
         (Address and telephone number of principal executive offices)

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $0.001

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Exchange Act,  during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X].

The registrant's revenues from continuing operations for the year ended December
31, 2003 were $3,567,002.

As of March 2, 2004,  the  aggregate  market  value of the common  stock held by
non-affiliates computed by reference to the average bid and asked prices of such
stock was $1,529,389

As of March 2, 2004, the registrant had 53,889,270  shares of common stock,  par
value $.001 per share, outstanding.
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

                           INTRODUCTION AND BACKGROUND

      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.

                           WHOLESALE MODERATE APPAREL

      Our brands cover a broad array of categories for the women's, men's, young
men's,  juniors  and  missy  markets.   Within  those  brands,  various  product
classifications   include   jeanswear,   casual   sportswear,   loungewear   and
accessories. Jeanswear and casual sportswear are marketed as individual items or
groups of  skirts,  pants  shorts,  jackets,  knits and woven  tops and  related
accessories which, while sold as separates,  are coordinated as to styles, color
schemes and fabrics,  and are designed to be worn together.  New collections are
introduced in four principal selling seasons - Spring, Summer, Fall and Holiday.
Each season is  comprised of a series of  individual  items or groups which have
systematically  spaced  shipment  dates to  ensure a fresh  flow of goods to the
retail floor. In addition,  certain labels offer key item styles, which are less
seasonal in nature, on a replenishment  basis (which ship generally within three
to five days from receipt of order).

                       LICENSE AGREEMENT WITH MARK TM, LLC

      We have acquired the exclusive license to manufacture,  promote,  sell and
distribute  Missy,  Juniors' and Young Men's apparel under the name M. Sasson(R)
and to use the M. Sasson(R) trademark in the United States.

      The exclusive  license  agreement was entered into in November of 2003. It
has an initial term until April 30, 2009 with five  one-year  renewals  upon the
meeting of certain minimum-guarantee  objectives. The minimum guarantees that we
must meet each year of the license agreement to retain the exclusive license for
the name M. Sasson(R) are as follows:
<TABLE>
<CAPTION>

                       YEAR                 TIME PERIOD                 GUARANTEED SALES              GUARANTEED ROYALTY
                 ----------------- ------------------------------ ------------------------------ -----------------------------

                 <S>                   <C>         <C>                        <C>                             <C>
                 One                    11/11/03 - 4/30/05                    $10,000,000                     $  500,000
                 ----------------- ------------------------------ ------------------------------ -----------------------------
                 Two                      5/1/05 - 4/30/06                    $15,000,000                     $  750,000
                 ----------------- ------------------------------ ------------------------------ -----------------------------
                 Three                    5/1/06 - 4/30/07                    $20,000,000                     $1,000,000
                 ----------------- ------------------------------ ------------------------------ -----------------------------
                 Four                     5/1/07 - 4/30/08                    $25,000,000                     $1,250,000
                 ----------------- ------------------------------ ------------------------------ -----------------------------
                 Five                     5/1/08 - 4/30/09                    $30,000,000                     $1,500,000
                 ----------------- ------------------------------ ------------------------------ -----------------------------
</TABLE>

      In order for us to be able to renew the license  for each of the  one-year
renewal  periods,  we must achieve  guaranteed  sales of $30,000,000 and minimum
royalty  payments of  $1,500,000  during the fifth  contact year and during each
subsequent renewal year.

      We will pay a royalty of five  percent of the net sales of apparel  (three
percent of "off price goods" limited to a total of 5% during each contract year)
bearing  the name M.  Sasson(R).  We are  required to pay the royalty on certain
fixed dates during the license period as follows:
<TABLE>
<CAPTION>

                 YEAR          SCHEDULED PAYMENT DATE         MINIMUM ROYALTY DUE
                 ------------- ------------------------------ ---------------------------

                <S>              <C>         <C>                    <C>
                 One             Upon signing contract              $250,000
                 ------------- ------------------------------ ---------------------------
                                              11/20/04              $125,000
                 ------------- ------------------------------ ---------------------------
                                               5/20/05              $125,000
                 ------------- ------------------------------ ---------------------------
                 Two                           8/20/05              $187,500
                 ------------- ------------------------------ ---------------------------
                                              11/20/05              $187,500
                 ------------- ------------------------------ ---------------------------
                                               2/20/06              $187,500
                 ------------- ------------------------------ ---------------------------
                                               5/20/06              $187,500
                 ------------- ------------------------------ ---------------------------
                 Three                         8/20/06              $250,000
                 ------------- ------------------------------ ---------------------------
                                              11/20/06              $250,000
                 ------------- ------------------------------ ---------------------------
                                               2/20/07              $250,000
                 ------------- ------------------------------ ---------------------------
                                               5/20/07              $250,000
                 ------------- ------------------------------ ---------------------------
                 Four                          8/20/07              $312,500
                 ------------- ------------------------------ ---------------------------
                                              11/20/07              $312,500
                 ------------- ------------------------------ ---------------------------
                                               2/20/08              $312,500
                 ------------- ------------------------------ ---------------------------
                                               5/20/08              $312,500
                 ------------- ------------------------------ ---------------------------
                 Five                          8/20/08              $375,000
                 ------------- ------------------------------ ---------------------------
                                              11/20/08              $375,000
                 ------------- ------------------------------ ---------------------------
                                               2/20/09              $375,000
                 ------------- ------------------------------ ---------------------------
                                               5/20/09              $375,000
                 ------------- ------------------------------ ---------------------------
</TABLE>

<PAGE>

      Upon execution of the license agreement, we paid $250,000 to Mark TM, LLC,
the  owner  of the M.  Sasson(R)  trademark.  The  $250,000  fee was half of the
minimum royalty fee we owe during the first contract year.

                                     DESIGN

      Each of our apparel  product lines has a design team which is  responsible
for the creation,  development  and  coordination of the product group offerings
within each line. We believe our design staff is recognized for its  distinctive
styling of garments and its ability to update fashion classics with contemporary
trends.  Our apparel  designers  collate  fabrics and colors from throughout the
world and stay  continuously  abreast of the latest fashion trends. In addition,
we actively  monitor the retail sales of our  products to  determine  changes in
consumer trends.

      For most sportswear  lines, we will develop several groups in a season.  A
group  typically  consists of an assortment  of skirts,  pants,  jeans,  shorts,
jackets, woven and knit tops, t-shirts and various accessories.

      In accordance  with  standard  industry  practices  for licensed  products
Jordache has the right to approve our designs for the M. Sasson(R) product line.

                                    SOURCING

      Our sourcing  strategy is to contract for the manufacture of our products.
Outsourcing  allows  us  to  maximize  production   flexibility  while  avoiding
significant  capital  expenditures,  work-in-process  inventory buildups and the
costs  of  managing  a  large   production  work  force.  We  inspect   products
manufactured  by contractors to determine  whether they meet our standards.  See
"Quality Control."

      Our production  and sourcing staff and overseas  buying agents oversee all
aspects of apparel manufacturing and production, and research and development of
new products and sources.  Our buying agents perform duties including  sourcing,
production scheduling and quality control functions. In addition, we may utilize
various buying  sub-agents that perform similar  services for us. In some cases,
sourcing is done with the contractor directly by us.

      We have our products  manufactured  according to plans  prepared each year
which  reflect  prior  years  experience,   current  fashion  trends,   economic
conditions and management  estimates of a line's performance.  In certain cases,
we  separately  negotiate  with  suppliers  for the  purchase  of  required  raw
materials by our contractors in accordance with our  specifications.  We believe
that our policy of limiting our  commitments  for purchases  early in the season
reduces our exposure to excess inventory.

                                SOURCES OF SUPPLY

      In almost all cases,  we purchase  finished goods from our contractors who
are responsible for purchasing raw materials to our  specifications.  Therefore,
we do not have long-term raw materials contracts.

      We regard our access to  offshore  sources of  finished  goods and outside
production  as good.  We are not  dependent on any single third party  producer.
Alternate   competitive  sources  are  available,   and  we  do  not  anticipate
significant   difficulty   in  meeting   our  supply  and   outside   production
requirements.  There are occasions however, where we are unable to take customer
orders on short notice  because of the minimum  lead time  required to produce a
garment  that is  acceptable  to the customer  with  respect to cost,  quantity,
quality and service.

                                 QUALITY CONTROL

      Our quality  control  program is designed to ensure that  purchased  goods
meet our  standards.  We inspect  prototypes of each product prior to cutting by
the  contractors  and our agents  perform  two-in-line  inspections  and a final
inspection prior to shipment.  In addition, we inspect samples during all phases
of the production  cycle. All finished goods are shipped to, and re-inspected at
our Pennsylvania and Nevada  facilities for all  distribution.  While our return
policy permits customers to return defective products for credits,  less than 2%
of our shipments in fiscal 2003 were returned as defective under this policy.

                                    LOGISTICS

      We operate two dedicated  distribution centers in the United States and we
also  occasionally  outsource  distribution  activities to third party logistics
providers.  Distribution center activities include receiving finished goods from
our  contractors,  inspecting those products and shipping them to our customers.
We  continually  explore   opportunities  in  all  of  our  regions  to  improve
efficiencies in both our in-bound and out-bound logistics activities.

<PAGE>

                          SEASONAL ASPECTS OF BUSINESS

      Although   our   business   is  impacted   by  general   seasonal   trends
characteristics  of the apparel and retail  industries,  we do not  consider our
revenue and earnings to be highly seasonal.  As the timing of product  shipments
and other  events  affecting  the  retail  business  may vary,  results  for any
particular quarter may not be indicative of results for the full year.

                               SALES AND MARKETING

      We design and market our products in all major retail channels, including:

      -     national and regional chain stores;
      -     mail order and catalog firms;
      -     mass merchants;
      -     department stores; and
      -     chain and upscale independent specialty stores.

      We  sold  products  to 140 and 85  customers  in  fiscal  2002  and  2003,
respectively. Our five largest customers accounted for approximately 89% and 84%
of our gross sales in fiscal 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. Based on information received from
Sam's Club the product  that  generated  a large  portion of the sales from this
customer did not continue for Sam's Club's domestic stores in 2003 and therefore
we anticipate  that Sam's Club will continue at 2003 gross revenue levels versus
2002 levels.

      We employ a sales force  consisting  of salaried  and  commissioned  sales
employees  and  independent  commissioned  sales  representatives.  We  maintain
apparel sales  offices and showrooms in New York. We also work with  independent
commissioned sales representatives who maintain their own showrooms.  We conduct
a majority of our business by direct  contacts  between our salaried  executives
and buyers and other executives of our customers.

      Several of our product lines are designed and manufactured in anticipation
of orders for sale to  department  and  specialty  stores and certain  specialty
chain and mail order customers. We make commitments for production in connection
with these lines. In the case of imports, these commitments can be up to several
months prior to the receipt of firm orders from  customers.  These lines include
brand names or customers' private labels.

      We work  closely  with many  customers  to develop  large  volume  product
programs prior to commencement  of production,  enabling us to take advantage of
relative  efficiencies  in planning and  utilization  of production  facilities.
Products  sold under these  programs are in the popular  price range and usually
carry the  customers'  trademarks,  although we offer some branded  programs for
this customer market.

                                 CREDIT CONTROL

      We manage our own credit  function.  We sell our merchandise  primarily to
major stores  across the United  States and extend credit based on an evaluation
of the  customer's  financial  condition.  We  monitor  credit  levels  and  the
financial  condition of our customers on a continuing  basis to minimize  credit
risk. We do not factor our accounts  receivables or maintain credit insurance to
manage  the  risks of bad  debts,  although  we may do this in the  future.  Our
addition to bad debt reserve was $25,000 in fiscal 2003,  representing less than
one  percent  of  net  revenues.   See  "Risk  Factors--Risks   Related  to  Our
Business--Our business could be negatively impacted by the financial instability
of our customers."

                         IMPORTS AND IMPORT RESTRICTIONS

      Our transactions with our foreign  manufacturers and suppliers are subject
to the risks of doing  business  aboard.  Imports  into the  United  States  are
affected by, among other things,  the cost of transportation  and the imposition
of import duties and restrictions.  The United States,  China, India, Nepal, Sri
Lanka, and other countries in which our products are manufactured may, from time
to time, impose new quotas,  duties,  tariffs or other  restrictions,  or adjust
presently  prevailing  quotas,  duty or tariff  levels,  which could  affect our
operations and our ability to import products at current or increased levels. We
cannot predict the likelihood or frequency of any such events occurring.

      Our imports  operations  are subject to  constraints  imposed by bilateral
textile  agreements between the United States and a number of foreign countries,
including Hong Kong and Korea.  These agreements impose quotas on the amount and
type of goods which can be imported into the United States from these countries.
Such agreements also allow the United States to impose, at any time,  restraints
on the  importation  of categories of merchandise  that,  under the terms of the
agreements,  are not subject to specified limits. Our imported products are also
subject to United States customs duties and in the ordinary  course of business,
we are from time to time subject to claims by the United States Customs  Service
for duties and other charges.
<PAGE>

      We monitor duty,  tariff and quota related  developments  and  continually
seek to minimize our potential  exposure to quota-related  risks through,  among
other measures,  geographical  diversification of our manufacturing sources, the
maintenance  of overseas  buying  agents,  allocation of overseas  production to
merchandise  categories  where more quota is available  and shifts of production
among countries and manufacturers.

      Because  our  foreign  manufacturers  are  located at  greater  geographic
distances from us than our domestic manufacturers,  we are generally required to
allow  greater lead time for foreign  orders,  which  reduces our  manufacturing
flexibility.  Foreign imports are also affected by high costs of  transportation
into the United States.

      In addition to the factors  outlined above,  our future import  operations
may be adversely affected by political  instability  resulting in the disruption
of trade from exporting countries,  any significant  fluctuation in the value of
the dollar against currencies and restrictions on the transfer of funds.

                                     BACKLOG

      As of December 31, 2003,  and  December  31,  2002,  we had booked  orders
amounting to approximately $479,000 and $1,803,000,  respectively,  all of which
will be or were shipped  within six months after each such date.  These  numbers
represent  only store orders on hand and do not include  private-label  contract
balances.  A growing  percentage of our business  consists of at-once EDI "Quick
Response"  programs with large  retailer.  Replenishment  shipments  under these
programs  generally  possess such an  abbreviated  order life as to exclude them
from backlog  completely.  In addition,  our new licensing  agreement for the M.
Sasson(R) brand was signed in November 2003 and therefore no orders for this new
line are in backlog.  We therefore do not believe that this backlog  information
is indicative of sales to be expected in calendar 2004.

                                   COMPETITION

      We sell our  products  in a highly  competitive  domestic  market in which
numerous U.S.- based and foreign  manufacturers  compete. No single manufacturer
or small  group of  manufacturers  dominates  the  apparel  industry.  There are
numerous apparel firms with greater sales and financial resources.

      Competition within the apparel industry is based upon styling,  marketing,
price,  quality, and customer service and with respect to branded product lines,
consumer  recognition and  preference.  We believe we compete  effectively  with
other  members of the industry with regard to all of these  factors.  Successful
competition  in styling  and  marketing  is  related  to our  ability to foresee
changes and trends in fashion and consumer  preference and to present  appealing
product programs to our customers.  Successful competition in price, quality and
customer service is related to our ability to maintain efficiency in outsourcing
and distribution.

      We believe that choosing the most competitive countries for the production
of our  products  is  critical  to our  competitiveness.  The  most  competitive
location  to  produce  or source a  particular  product  depends on a variety of
factors.  These factors include  availability of globally competitive fabric and
other raw  materials,  labor and  manufacturing  costs,  ability to meet quality
standards,  required lead times, logistics and the impact of international trade
rules and trade  preference  agreements and  legislation on apparel exports from
that country to the United States.

EMPLOYEES

      As of March  1,  2003 we had 22  non-union  employees  of  which  five are
executives,  two are  administrative  and finance,  two are technical,  five are
sales and design and eight are  warehouse  employees.  We consider our relations
with our employees to be good.

ITEM 2. DESCRIPTION OF PROPERTY.

      We  own  a  15,000  square  foot  warehouse  facility  in  Pocono  Summit,
Pennsylvania  and also own a strip  shopping  center on the same  property.  The
warehouse  is used as a  distribution  center for our  apparel  and  accessories
business and we generate  rental  income from leasing space in the strip center.
We also lease a showroom and administrative  offices in New York, New York under
a 10 year lease. Current rent is approximately $9,800 per month. In addition, we
lease, on a month to month basis,  approximately  5,000 square feet of warehouse
space  in  Las  Vegas,   Nevada  in  a  Foreign  Trade  Zone.  Current  rent  is
approximately $2,800 per month. We believe that our owned and leased property is
sufficient for our current and immediately foreseeable operating needs.

ITEM 3. LEGAL PROCEEDINGS.

      From time to time,  we may become  involved in various  lawsuits and legal
proceedings which arise in the ordinary course of business.  However, litigation
is subject to inherent  uncertainties,  and an adverse  result in these or other
matters  may  arise  from  time to time  that may harm our  business.  Except as
disclosed  below,  we are currently not aware of any such legal  proceedings  or
claims that we believe will have,  individually or in the aggregate,  a material
adverse affect on our business, financial condition or operating results.

      On December 30,  2003,  we received  notice from an attorney  representing
Richard  Taulli,  our  former  Secretary  and a former  member  of our  Board of
Directors,  indicating  that Mr.  Taulli  intends  to file a lawsuit  against us
relating to his  consulting  agreement.  To date, we have not received  either a
summons or complaint.  Management  vigorously  contests the allegations and if a
suit is filed, anticipates defending the case vigorously.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      On September 12, 2003, a shareholders meeting was held, whereby a majority
of our stockholders  voted in favor of amending our articles of incorporation to
change our name from Specialized Leasing, Inc. to Sassoon Group, Inc.
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

                            MARKET FOR COMMON EQUITY

      Our common stock trades on the NASD Over-The-Counter  Bulletin Board under
the symbol  "BIBO." The  Over-The-Counter  Bulletin  Board is  sponsored  by the
National  Association of Securities  Dealers (NASD) and is a network of security
dealers who buy and sell stocks.

      For the periods indicated, the following table sets forth the high and low
bid  prices  per share of common  stock.  These  prices  represent  inter-dealer
quotations  without  retail  markup,   markdown,   or  commission  and  may  not
necessarily represent actual transactions.

                                   Low($)    High($)
                                   ------    ------
2002
----
Second Quarter (1)                  0.01      0.01
Third Quarter                       0.01      0.12
Fourth Quarter                      0.01      1.00

2003
----
First Quarter                       0.01      1.50
Second Quarter                      0.16      1.39
Third Quarter                       0.10      0.60
Fourth Quarter                      0.13      0.47

2004
----
First Quarter (2)                   0.09      0.26

(1)   Our stock first started trading on June 27, 2002
(2)   As of March 4, 2004

      As of March 2, 2004,  management  believes  there to be  approximately  96
holders of record of our common  stock.  To date, we have not paid any dividends
on our common stock. We do not currently  intend to pay dividends in the future.
We are prohibited from declaring or paying dividends while certain debentures or
warrants are outstanding.

                     RECENT SALES OF UNREGISTERED SECURITIES

The shares described below represent  certain equity  securities of BIB Holdings
sold by BIB  Holdings  during the period  covered by this  report  that were not
registered  under the  Securities  Act, all of which were issued by BIB Holdings
pursuant to exemptions under the Securities Act.  Underwriters  were involved in
none of these transactions. In each case, the securities were sold to accredited
investors,  as determined by an investor  questionnaire  executed in conjunction
with the respective subscription agreements.

PRIVATE PLACEMENTS OF COMMON STOCK AND WARRANTS FOR CASH

None.

SALES OF DEBT FOR CASH

In January 2004, we entered into a Securities Purchase Agreement for the sale of
an aggregate of  $1,200,000  principal  amount of  convertible  debentures.  The
convertible  debentures are due and payable, with 5% interest,  three years from
the date of issuance,  unless sooner  converted into shares of our common stock.
The investors are obligated to provide us with the funds as follows:

         -    $300,000 was disbursed on January 7, 2004

         -    $680,000 was disbursed on January 28, 2004

         -    $220,000 was disbursed on February 11, 2004.

      The  debentures  are  convertible  at the  holder's  option any time up to
maturity at a conversion price equal to the lower of (i) $.204 or (ii) an amount
equal to eighty percent (80%) of the lowest daily volume weighted  average price
of the  common  stock  for the  five  trading  days  immediately  preceding  the
conversion  date.  At maturity,  we have the option to either pay the holder the
outstanding  principal balance and accrued interest or to convert the debentures
into  shares of common  stock at a  conversion  price  equal to the lower of (i)
$.204 or (ii) an amount equal to eighty percent (80%) of the lowest daily volume
weighted average price of the common stock for the five trading days immediately
preceding the conversion date.
<PAGE>

EQUITY LINE OF CREDIT

      In January  2004,  we entered  into an equity line of credit with  Cornell
Capital  Partners,  L.P.  Pursuant to the equity line of credit,  we may, at our
discretion, periodically sell to Cornell Capital Partners shares of common stock
for a total purchase price of up to $10,000,000.  For each share of common stock
purchased under the equity line of credit, Cornell Capital Partners will pay 98%
of the lowest volume  weighted  average price on the  Over-the-Counter  Bulletin
Board or other principal market on which our common stock is traded for the five
days  immediately  following  the notice  date.  Cornell  Capital  Partners is a
private limited  partnership whose business operations are conducted through its
general partner,  Yorkville Advisors, LLC. We also gave Cornell Capital Partners
1,780,233  shares of our common  stock  upon  execution  of the  equity  line of
credit.  Further, we have agreed to pay Cornell Capital Partners, L.P. 5% of the
proceeds  that we receive  under the  Equity  Line of Credit.  In  addition,  we
engaged Newbridge Securities Corporation, a registered broker-dealer,  to advise
us in connection  with the equity line of credit.  For its  services,  Newbridge
Securities Corporation received 61,387 shares of our common stock.

OPTION GRANTS

None.

ISSUANCES OF STOCK FOR SERVICES OR IN SATISFACTION OF OBLIGATIONS

None.




<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

      Some of the  information  in this  Form  10-KSB  contains  forward-looking
statements that involve  substantial risks and  uncertainties.  You can identify
these  statements  by  forward-looking  words such as "may,"  "will,"  "expect,"
"anticipate," "believe," "estimate" and "continue," or similar words. You should
read statements that contain these words carefully because they:

      o     discuss our future expectations;
      o     contain projections of our future results of operations or of our
            financial condition; and
      o     state other "forward-looking" information.

      We believe it is important to communicate our expectations. However, there
may be events in the future that we are not able to  accurately  predict or over
which we have no control.  Our actual  results and the timing of certain  events
could  differ  materially  from  those  anticipated  in  these   forward-looking
statements as a result of certain factors, including those set forth under "Risk
Factors," "Business" and elsewhere in this prospectus. See "Risk Factors."

CRITICAL ACCOUNTING POLICIES

      Our  financial  statements  are  prepared  based  on  the  application  of
accounting principles generally accepted in the United States of America.  These
accounting  principles require us to exercise  significant judgment about future
events that affect the amounts  reported  throughout  our financial  statements.
Actual  events could unfold quite  differently  than our previous  judgments had
predicted.  Therefore the estimates  and  assumptions  inherent in the financial
statements  included in this report  could be  materially  different  once those
actual events are known. We believe the following  policies may involve a higher
degree of judgment and complexity in their  application  and represent  critical
accounting  policies used in the  preparation  of our financial  statements.  If
different  assumptions or estimates were used, our financial statements could be
materially different from those included in this report.

      Revenue  Recognition:  The Company recognizes  revenues in accordance with
Staff Accounting Bulletin 101, Revenue Recognition in Financial  Statements (SAB
101).  The Company  designs,  imports and sells market  branded and  non-branded
apparel.  Revenue from such product sales is recognized when persuasive evidence
of  an  arrangement  exists,   delivery  has  occurred,  the  fee  is  fixed  or
determinable and  collectibility is probable.  At this time the earnings process
is  complete  and the risks and rewards of  ownership  have  transferred  to the
customer,  which is  generally  when the goods are shipped  and all  significant
obligations of the Company have been satisfied.

      Accounts  Receivable:  We must make judgments about the  collectibility of
our accounts receivable to be able to present them at their net realizable value
on the balance sheet. To do this, we carefully analyze the aging of our customer
accounts,  try to  understand  why  accounts  have not  been  paid,  and  review
historical  bad debt  problems.  From this  analysis,  we  record  an  estimated
allowance for receivables that we believe will ultimately become  uncollectible.
During  the 2003 year,  we  reduced  our  estimated  allowance  for bad debts by
$45,000 because of better than expected  collection  results. We actively manage
our  accounts  receivable  to minimize  our credit  risks and  believe  that our
current allowance for doubtful accounts is fairly stated.

      Realizability  of Inventory  Values:  We make judgments about the ultimate
realizability  of our inventory in order to record our inventory at its lower of
cost or  market.  These  judgments  involve  reviewing  current  demand  for our
products in comparison to present inventory levels and reviewing inventory costs
compared  to  current  market  values.  During  the 2003  year,  we  recorded  a
write-down  to  inventory  of  $424,000 to adjust  certain  lines to the current
market  value.  We believe  that our current  inventory is saleable and have not
recorded any further provisions for excess or obsolete inventory.

Property and  Equipment:  We have recorded  property and equipment at historical
cost less accumulated depreciation or amortization.  The determination of useful
economic lives and whether or not these assets are impaired involves significant
judgment.

GENERAL

      We design, import and sell 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
jeans-wear and apparel under the M. Sasson(R),  Home Turf and New Terrain labels
as  well  as  private  label.  Product  lines  include  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.

      As of  December  31, 2003 the  Company's  financial  statements  reflected
negative  equity of $1,933,002 and negative  working  capital of $1,374,826 as a
result of a net loss of  $3,190,012  for the year ended  December 31,  2003.  In
addition,  the Company was  delinquent  on certain  loans due. In January  2004,
subsequent to the balance  sheet date,  the Company  obtained  funding to retire
certain  debt  and  also  entered  into an  equity  line of  credit  to  provide
additional working capital. See discussion below.
<PAGE>

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 AS COMPARED TO THE
YEAR ENDED DECEMBER 31, 2002

      Revenues  for the year ended  December 31, 2003 were  $3,567,000  or 64.9%
below the  revenues of  $10,171,000  recorded  in the prior year.  The loss of a
major program from one customer  accounted for the vast majority of the decrease
in revenues.

      Gross  profit as a  percentage  of revenue was -6% and 24.2% for the years
ended December 31, 2003 and 2002, respectively. The reduction in gross profit as
a  percentage  of  revenues  is a result of losing  the major  program  from one
customer,  which carried a high gross margin, selling inventory,  in some cases,
at a loss,  and taking  orders at lower  gross  margins  to  generate  cash.  In
addition, during the 2003 year, we recorded a write-down of inventory (amounting
to approximately $424,000) in order to more properly reflect the market value of
certain lines.  Gross profit in absolute  dollars  decreased by  $2,671,000.  We
anticipate  gross margin for 2004 will increase above 2003 levels as we begin to
ship products under the  newly-licensed M. Sasson(R) brand and our private label
business returns to historical gross margin levels.

      Operating expenses include shipping expenses,  showroom expenses,  selling
expenses and general and  administrative  expenses.  Showroom  expenses  include
inside  sales  costs,  rent and related  insurance  expenses.  Selling  expenses
include advertising,  sales commissions,  travel and entertainment  expenses and
designers' salaries and fringes.  These operating expenses increased by $529,000
to $2,881,000  for the year ended  December 31, 2003 compared to the prior year.
Increases in advertising,  professional and consulting  fees, sales  commissions
(including the initial  royalty payment of $250,000 under the M. Sasson(R) brand
license  agreement) and office salaries were only marginally offset by decreases
in shipping expenses, bank charges and bad debt expenses.

      Rental  income  increased  by $17,000 to  $67,000 in the  current  year as
compared to the year ended December 31, 2002.  Increased  occupancy at our owned
strip center  adjacent to our owned  warehouse  facility in  Pennsylvania is the
reason for this increase.

      Interest  expense  decreased by $27,000 to $163,000 for the twelve  months
ended December 31, 2003 compared to the twelve months ended December 31, 2002. A
decrease in  borrowings  due to lower  revenues  was the primary  reason for the
decrease in interest expense.

      In 2002 we recorded  extraordinary  income of $144,000  resulting from the
forgiveness of a loan and related  interest.  This loan was forgiven in exchange
for the assignment of life insurance proceeds of an officer.

      As a result of the above,  we  incurred a net loss of  $3,190,000  for the
year ended  December  31, 2003  compared to net income of $154,000  for the year
ended December 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

      At  December  31,  2003 we had cash of $30,000  and had a working  capital
deficit of  $1,375,000.  In addition we had overdue loans due to PNC Bank in the
amount of $575,000.  During January 2004,  subsequent to the balance sheet date,
we fully  repaid  these  loans  from the  proceeds  of a  convertible  debenture
described  below.  The bank has  released  all  liens on our  assets  and we are
seeking additional  asset-based financing against our receivables and inventory.
We do not  currently  have any  contracts,  plans or agreements in place for any
additional financing. There can be no assurance that financing will be available
in amounts or on terms acceptable to us, if at all.

      The following is a description of certain  transactions  that were entered
into to help provide funds for ongoing operations:

      To obtain funding for our ongoing operations, we entered into a Securities
Purchase Agreement with Cornell Capital Partners on January 7, 2004 for the sale
of $1,200,000 in convertible debentures.

      The debentures  issued  pursuant to the January 2004  Securities  Purchase
Agreements  bear  interest at 5%,  mature three years from the date of issuance,
and are convertible into our common stock, at the investor's option at the lower
of the following:

      o     $0.204; or

      o     eighty percent (80%) of the lowest daily volume weighted average
            price of the common stock for the five (5) trading days immediately
            preceding the conversion date.

      The  full  principal  amount  of the  convertible  debentures  is due upon
default under the terms of convertible debentures. We were obligated to register
the resale of the conversion  shares  issuable upon  conversion of the debenture
under the  Securities  Act of 1933,  as amended,  no later than thirty (30) days
from January 7, 2004. The  Registration  Statement was filed on January 23, 2004
and declared effective on February 10, 2004.

      On January 7, 2004,  we  entered  into an equity  line of credit  with one
investor.  Pursuant  to the equity line of credit,  we may,  at our  discretion,
periodically  sell to the investor  shares of common stock for a total  purchase
price of up to  $10,000,000.  For each share of common stock purchased under the
equity line of credit, the investor will pay 98% of the lowest closing bid price
on the  Over-the-Counter  Bulletin Board or other principal  market on which our
common stock is traded for the five days immediately  following the notice date.
The investor,  Cornell Capital  Partners,  LP is a private  limited  partnership
whose business  operations are conducted through its general partner,  Yorkville
Advisors,  LLC. We also issued Cornell Capital Partners  1,780,233 shares of our
common  stock upon  execution  of the equity  line of credit.  Further,  Cornell
Capital  Partners,  LP will retain 5% of each  advance  under the equity line of
<PAGE>


credit. In addition, we engaged Newbridge Securities  Corporation,  a registered
broker-dealer,  to advise us in connection  with the equity line of credit.  For
its services,  Newbridge  Securities  Corporation  received 61,387 shares of our
common  stock.  We are  obligated  to prepare and file with the  Securities  and
Exchange  Commission  a  registration  statement  to register  the resale of the
shares issued under the equity line of credit  agreement prior to the first sale
to the investor of our common stock.  This  Registration  Statement was filed on
January 23, 2004 and declared effective on February 10, 2004.

      On March 2, 2004, we received an advance of $500,000 from Cornell  Capital
Partners L.P. under the equity line of credit agreement. We gave Cornell Capital
Partners L.P. a promissory  note in the amount of $500,000 with an interest rate
of 12% to be repaid out of the  proceeds  to be  received by us under the equity
line of credit.  We escrowed 10 advance notices under the equity line of credit,
each in the amount of $50,000,  which will be released  from escrow  every seven
calendar days  commencing  March 22, 2004.  With each advance,  Cornell  Capital
Partners L.P. will sell $50,000 worth of our common stock that we have placed in
escrow under the equity line of credit, and the net proceeds from these advances
will be applied to reduce the promissory  note. We used the $500,000 advance for
working capital purposes.

      We  believe  that the  above-described  actions  will  provide us with the
immediate financial requirements to enable us to continue as a going concern. In
the event that we are unable to raise additional  funds, we could be required to
either substantially reduce or terminate our operations.

      We are not aware of any material trend, event or capital commitment, which
would potentially adversely affect liquidity.
<PAGE>

ITEM 7. FINANCIAL STATEMENTS.
<TABLE>
<CAPTION>

                          INDEX TO FINANCIAL STATEMENTS

<S>                                                                                  <C>
Independent Auditors' Report - Current Auditor                                         F - 2

Independent Auditors' Report - Predecessor Auditor                                     F - 3

Balance Sheets as of December 31, 2003 and 2002                                        F - 4

Statements of Operations for the Years Ended December 31, 2003 and 2002                F - 5

Statement of Stockholders' Equity for the Two Years Ended December 31, 2003            F - 6

Statements of Cash Flows for the Years Ended December 31, 2003 and 2002                F - 7

Notes to Financial Statements                                                          F - 8
</TABLE>

                                       F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders
BIB Holdings, Ltd.
New York, NY

We have  audited the  accompanying  balance  sheet of BIB  Holdings,  Ltd. as of
December 31,  2003,  and the related  statements  of  operations,  stockholders'
equity and cash flows for the year then ended.  These  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements referred to above,  present fairly in
all  material  respects,  the  financial  position of BIB  Holdings,  Ltd. as of
December 31, 2003,  and the results of its operations and its cash flows for the
year then ended in conformity with accounting  principles  generally accepted in
the United States of America.


/s/ LAZAR LEVINE & FELIX LLP

New York,  New York
February 13, 2004 except for
the final  paragraph of Note 12
the date of which is March 2, 2004

                                       F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
BIB, LTD. T/A. TC Group.

We have audited the  accompanying  balance sheets of BIB, LTD. T/A. TC Group. as
of December 31, 2002 and the related  statements of income and retained earnings
and  statements  of cash  flows for the year  ended  December  31,  2002.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of BIB, LTD. T/A. TC Group as of
December 31, 2002,  and the results of its operations and its cash flows for the
year then ended in conformity with accounting  principles  generally accepted in
the United States of America.


/s/ Chavez & Koch, CPA's


September 22, 2003
Henderson, Nevada

                                       F-3
<PAGE>


                               BIB HOLDINGS, LTD.
                                 BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>

                                                                                                    2003              2002
                                                                                             -----------------    ----------------

                                                                      - ASSETS -
<S>                                                                                          <C>                  <C>
CURRENT ASSETS:
     Cash and cash equivalents                                                               $         29,860     $         98,424
     Accounts receivable, net of allowance for doubtful accounts of
       $25,000 and $70,000 for 2003 and 2002, respectively                                            173,081              284,216
     Inventories                                                                                      469,846            1,495,945
     Prepaid expenses and other current assets                                                         66,090               83,610
                                                                                             ----------------     ----------------
TOTAL CURRENT ASSETS                                                                                  738,877            1,962,195
                                                                                             ----------------     ----------------

FIXED ASSETS, NET OF ACCUMULATED DEPRECIATION                                                         610,779              614,828
                                                                                             ----------------     ----------------

OTHER ASSETS:
     Security deposits                                                                                 24,508               11,060
     Receivable from affiliates                                                                       148,561              160,606
     Other assets                                                                                          -                   442
                                                                                             ----------------     ----------------
                                                                                                      173,069              172,108
                                                                                             ----------------     ----------------

                                                                                             $      1,522,725     $      2,749,131
                                                                                             ================     ================


                                         - LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) -

CURRENT LIABILITIES:
     Bank line of credit                                                                     $        440,000     $        400,000
     Accounts payable                                                                                 768,928              311,283
     Customer deposits                                                                                398,436              362,078
     Accrued expenses                                                                                 336,986              250,749
     Accrued interest - related parties                                                                20,639              146,642
     Current portion - long-term debt                                                                 144,918              158,720
     Current portion - capitalized leases                                                               3,796                   -
                                                                                             ----------------     ---------------
TOTAL CURRENT LIABILITIES                                                                           2,113,703            1,629,472
                                                                                             ----------------     ----------------

LONG-TERM LIABILITIES:
     Notes payable - related parties                                                                1,316,759              591,041
     Capitalized leases                                                                                17,236                   -
     Security deposits                                                                                  8,029                8,775
                                                                                             ----------------     ----------------
                                                                                                    1,342,024              599,816
                                                                                             ----------------     ----------------

STOCKHOLDERS' EQUITY:
     Preferred stock, no par value, 5,000,000 authorized; none issued                                      -                    -
     Common  stock,  $.001  par  value,  300,000,000  shares  authorized;   50,997,650  and
       40,992,600 issued and outstanding at 2003 and 2002, respectively                                50,998               40,993
     Additional paid-in capital                                                                       942,012              214,850
     Retained earnings (deficit)                                                                   (2,926,012)             264,000
                                                                                             -----------------    ----------------
                                                                                                   (1,933,002)             519,843
                                                                                             -----------------    ----------------

                                                                                             $      1,522,725     $      2,749,131
                                                                                             ================     ================
</TABLE>

                             See accompanying notes.

                                      F-4
<PAGE>

                               BIB HOLDINGS, LTD.
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>

                                                                                                2003                   2002
                                                                                          ----------------       ----------------
<S>                                                                                       <C>                    <C>
REVENUES                                                                                  $      3,567,002       $     10,170,985

COST OF SALES                                                                                    3,780,612              7,713,741
                                                                                          ----------------       ----------------

GROSS PROFIT (LOSS)                                                                               (213,610)             2,457,244
                                                                                          -----------------      ----------------

OPERATING EXPENSES:
     Shipping expenses                                                                              94,470                160,003
     Showroom expenses                                                                             201,083                199,262
     Selling expenses                                                                            1,084,636                724,957
     General and administrative expenses                                                         1,500,349              1,267,542
                                                                                          ----------------       ----------------
                                                                                                 2,880,538              2,351,764
                                                                                          ----------------       ----------------

INCOME (LOSS) FROM OPERATIONS                                                                   (3,094,148)               105,480
                                                                                          -----------------      ----------------

OTHER INCOME (EXPENSE):
     Interest expense                                                                             (163,124)              (190,435)
     Rental income                                                                                  67,260                 50,298
     Interest and other income                                                                          -                  45,000
                                                                                          ----------------       ----------------
                                                                                                   (95,864)               (95,137)
                                                                                          -----------------      -----------------

INCOME (LOSS) BEFORE EXTRAORDINARY ITEM                                                         (3,190,012)                10,343

         Extraordinary item - extinguishment of debt                                                    -                 144,079
                                                                                          ----------------       ----------------

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES                                                 (3,190,012)               154,422

         Provision for income taxes                                                                     -                      -
                                                                                          ----------------       ---------------
NET INCOME (LOSS)                                                                         $     (3,190,012)      $        154,422
                                                                                          =================      ================

EARNINGS (LOSS) PER COMMON SHARE:
     Basic                                                                                $          (.06)       $             -
     Diluted                                                                                         (.06)                     -

WEIGHTED AVERAGE SHARE OUTSTANDING:
     Basic                                                                                      53,357,638             40,996,750
     Diluted                                                                                    53,357,638             40,996,750
</TABLE>
                             See accompanying notes.

                                      F-5
<PAGE>

                               BIB HOLDINGS, LTD.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                    FOR THE TWO YEARS ENDED DECEMBER 31, 2003
<TABLE>
<CAPTION>

                                                                                   Additional        Retained            Total
                                                                                    Paid-in          Earnings        Stockholders'
                                                  Shares         Common Stock       Capital          (Deficit)      Equity (Deficit)
                                               --------------  ---------------   --------------  ---------------    ---------------

<S>                                               <C>         <C>               <C>             <C>                <C>
BALANCE AT DECEMBER 31, 2001                       41,000,900  $        41,001   $      214,850  $       109,578    $       365,429

   Sale of shares                                         850                1               -                -                   1
   Common stock returned and cancelled                 (9,150)              (9)              -                -                  (9)
   Net income for year ended December 31, 2002             -                -                -           154,422            154,422
                                               --------------  ---------------   --------------  ---------------    ---------------

BALANCE AT DECEMBER 31, 2002                       40,992,600           40,993          214,850          264,000            519,843

   Conversion of officer's loans                           -                -           548,105               -             548,105
   Common stock returned and cancelled            (12,000,000)         (12,000)              -                -             (12,000)
   Compensatory shares                             22,005,050           22,005          179,057               -             201,062
   Net loss for year ended December 31, 2003               -                -                -        (3,190,012)        (3,190,012)
                                               --------------  ---------------   --------------  ----------------   ----------------

BALANCE AT DECEMBER 31, 2003                       50,997,650  $        50,998   $      942,012  $    (2,926,012)   $    (1,933,002)
                                               ==============  ===============   ==============  ================   ================
</TABLE>
                             See accompanying notes.

                                      F-6

<PAGE>

                               BIB HOLDINGS, LTD.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>

                                                                                                     2003                2002
                                                                                               ----------------    ----------------
<S>                                                                                            <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                                         $     (3,190,012)   $        154,422
     Adjustments to reconcile net income (loss) to net cash provided (utilized) by operations:
         Depreciation and amortization                                                                   40,510              48,432
         Provision for doubtful accounts                                                                (44,800)                 -
         Compensatory shares                                                                            189,062                  -
     Changes in assets and liabilities:
         Accounts receivable                                                                            155,935             957,138
         Inventories                                                                                  1,026,099             290,781
         Prepaid expenses and other assets                                                               16,117              31,986
         Accounts payable                                                                               331,642            (127,914)
         Customer deposits                                                                               36,358             362,078
         Accrued expenses                                                                                85,491             199,575
         Interest payable - affiliates                                                                       -               17,882
         Security deposits payable                                                                           -                5,433
                                                                                               ----------------    ----------------
              Net cash (used) provided by operating activities                                       (1,353,598)          1,939,813
                                                                                               -----------------   ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Capital expenditures                                                                           (11,285)                 -
                                                                                               -----------------   ---------------
              Net cash (used) in investing activities                                                   (11,285)                 -
                                                                                               -----------------   ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Line of credit advances (repayments)                                                            40,000          (1,620,000)
         Principal payments of long-term debt                                                           (13,802)            (49,395)
         Capitalized lease payments                                                                      (3,702)                 -
         Loans from (payments to) stockholders                                                        1,273,823            (171,994)
                                                                                               ----------------    -----------------
              Net cash provided (utilized) by financing activities                                    1,296,319          (1,841,389)
                                                                                               ----------------    -----------------

NET INCREASE (DECREASE) IN CASH                                                                         (68,564)             98,424

     Cash at beginning of year                                                                           98,424                  -
                                                                                               ----------------    ---------------

CASH AT END OF YEAR                                                                            $         29,860    $         98,424
                                                                                               ================    ================

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid during the year for:
         Interest                                                                              $             -     $             -
         Taxes                                                                                 $             -     $             -

     Non-cash items
         Common stock issued                                                                   $             -     $             -
</TABLE>
                             See accompanying notes.

                                      F-7

<PAGE>

                               BIB HOLDINGS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE  1  -  DESCRIPTION OF COMPANY/OPERATIONS:

            BIB Holdings, Ltd., (the "Company"), was organized and incorporated
            on February 24, 2000, under the Nevada Business Corporation Law. On
            January 1, 2001, BIB Ltd., a wholly owned subsidiary of the Company,
            acquired all of the assets and liabilities of TC Group, Inc., (a
            related entity) in a tax-free merger. TC Group, Inc. was organized
            and incorporated on October 8, 1973 under the Pennsylvania Business
            Corporation Law of 1988, as amended. On August 15, 2003, BIB Ltd.'s
            Board of Directors approved an Agreement of Exchange of Common Stock
            with Specialized Leasing, Inc., an unrelated entity, and the
            exchange was consummated on August 16, 2003. As a result of this
            Agreement, Specialized Leasing, Inc. (the legal acquirer) received
            100% of the issued and outstanding common stock of BIB Ltd. in
            exchange for 39,000,000 shares of common stock of Specialized
            Leasing Inc. On September 16, 2003, Specialized Leasing, Inc.
            changed its name to Sassoon Group, Inc. and in December 2003 the
            name was changed to BIB Holdings, Ltd. This reverse merger
            transaction was treated retroactively as a recapitalization with BIB
            Ltd. being treated as the accounting acquirer.

            The  Company   designs,   imports  and  sells  market   branded  and
            non-branded  apparel.  The  Company  has a showroom  in New York,  a
            distribution  center in  Pennsylvania  and a distribution  center in
            Nevada  within a  foreign  trade  zone  that  exempts  shipments  of
            products  to Mexico from duty taxes.  The Company  also  designs and
            markets a brand of jeans-wear  and apparel  under the M.  Sasson(R),
            Home Turf and New Terrain labels as well as private  label.  Product
            lines include, 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.  The Company
            distributes  its  clothing  via leading  retailers,  throughout  the
            United States and Mexico.

            As of December 31, 2003 the Company's financial statements reflected
            negative  equity of  $1,933,002  and  negative  working  capital  of
            $1,374,826  as a  result  of a net loss of  $3,190,012  for the year
            ended December 31, 2003. In addition,  the Company was delinquent on
            certain loans due. In January 2004,  subsequent to the balance sheet
            date, the Company  obtained  funding to retire certain debt and also
            entered into an equity line of credit to provide  additional working
            capital. See Note 12 - Subsequent Events.


NOTE  2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      (A)   PRINCIPLES OF CONSOLIDATION:

            The consolidated  financial  statements  include the accounts of the
            Company and its wholly owned  subsidiary,  BIB Ltd. All  significant
            inter-company  balances and  transactions  have been  eliminated  in
            consolidation.

      (B)   ESTIMATES AND ASSUMPTIONS:

            The   preparation  of  financial   statements  in  conformity   with
            accounting  principles  generally  accepted in the United  States of
            America  requires  management to make estimates and assumptions that
            affect certain reported amounts and disclosures. Accordingly, actual
            results could differ from those estimates.

                                       F-8
<PAGE>

                               BIB HOLDINGS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE  2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

      (C)   FAIR VALUE OF FINANCIAL INSTRUMENTS:

            The carrying amount of cash and cash equivalents,  trade receivables
            and payables  approximates  fair value because of the short maturity
            of those  instruments.  The carrying  value of the Company's debt is
            considered to approximate the fair value of these  instruments based
            on the borrowing rates currently  available to the Company for loans
            with similar terms and maturities.

      (D)   CONCENTRATIONS OF CREDIT RISK:

            Financial  instruments  that  potentially  subject  the  Company  to
            concentrations  of credit risk  consist  primarily  of cash and cash
            equivalents and accounts receivable.

            The Company  maintains its cash in bank deposit  accounts,  which at
            times may exceed  federally  insured  limits.  The  Company  has not
            experienced any losses in such accounts.  The Company  believes that
            it is not  exposed to any  significant  credit risk on cash and cash
            equivalents.

            The Company  provides  credit to customers  in the normal  course of
            business.  The Company  performs  ongoing credit  evaluations of its
            customers,  which are  concentrated in the retail sector  throughout
            the United States,  and generally does not require  collateral.  The
            Company has  recorded a $25,000  reserve as of December 31, 2003 for
            potential  credit  losses.   At  December  31,  2003,  one  customer
            accounted for 67% of total accounts receivable.

      (E)   CASH AND CASH EQUIVALENTS:

            For purposes of the statements of cash flows, the Company  considers
            all short-term investments with an original maturity of three months
            or less at the time of purchase to be cash equivalents.

      (F)   COMPREHENSIVE INCOME (LOSS):

            The Company has no items of other comprehensive income in any period
            presented. As such, net income (loss) as presented in the Statements
            of Operations equals comprehensive income (loss).


      (G)   ACCOUNTS RECEIVABLE:

            The Company uses the reserve method of accounting for losses arising
            from uncollectible accounts receivable.  Under this method, accounts
            receivable  are written  off to bad debt  reserve in the period they
            are  deemed  to be  uncollectible.  In the  opinion  of  management,
            substantially  all of the accounts  receivable  are considered to be
            realizable at the amounts stated in the accompanying  balance sheet.
            A reserve in the amount of $25,000 and $70,000 has been reflected in
            the  accompanying  balance  sheets as of December 31, 2003 and 2002,
            respectively.

                                       F-9
<PAGE>

                               BIB HOLDINGS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE  2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

      (H)   INVENTORIES:

            Inventory  consists of merchandise  held for resale and is stated at
            the lower of cost  (first-in,  first-out) or market (net  realizable
            value).

            As a result of market  conditions,  management  conducted a thorough
            review of its product  lines during 2003.  Accordingly,  a provision
            for inventory  losses of $424,257 was charged against  operations in
            2003 to write down inventory to its net realizable  value.  This was
            based on the  Company's  best  estimates of product sales prices and
            customer demand patterns.

      (I)   PROPERTY AND EQUIPMENT:

            Property and equipment are stated at cost. Maintenance, repairs, and
            minor  renewals  are  expensed  as  incurred;   major  renewals  and
            betterments  are  capitalized.  When  assets are sold,  retired,  or
            otherwise   disposed   of,   their  cost  and  related   accumulated
            depreciation  are removed from the accounts and resulting  gains and
            losses are included in operations. Depreciation and amortization are
            computed on the straight-line basis and accelerated methods for both
            financial  statement  and income  tax  purposes  over the  estimated
            useful lives of the assets.  The average  estimated useful lives are
            as follows:

                Building and improvements                  31 - 40 years
                Leasehold improvements                     10 - 20 years
                Machinery and equipment                     5 years
                Computer equipment                          5 years
                Furniture and fixtures                      7 - 10 years
                Transportation equipment                    5 years

      (J)   REVENUE RECOGNITION:

            The Company recognizes  revenues in accordance with Staff Accounting
            Bulletin 101, Revenue Recognition in Financial Statements (SAB 101).

            The  Company   designs,   imports  and  sells  market   branded  and
            non-branded  apparel.  Revenue from such product sales is recognized
            when  persuasive  evidence of an  arrangement  exists,  delivery has
            occurred,  the fee is fixed or determinable  and  collectibility  is
            probable.  At this time the  earnings  process is  complete  and the
            risks and rewards of ownership  have  transferred  to the  customer,
            which is  generally  when the goods are shipped and all  significant
            obligations of the Company have been satisfied.

      (K)   ADVERTISING COSTS:

            Advertising  costs are expensed when  incurred.  For the years ended
            December 31, 2003 and 2002 advertising  costs expensed were $204,918
            and $181,657, respectively.

      (L)   SHIPPING AND HANDLING COSTS:

            Shipping and handling costs,  which aggregated  $70,731 and $134,228
            for 2003 and 2002,  respectively,  are included in shipping expenses
            on the Statements of Operations.

                                      F-10
<PAGE>

                               BIB HOLDINGS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE  2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

      (M)   INCOME TAXES:

            The asset and  liability  method is used in  accounting  for  income
            taxes.  Under this method,  deferred tax assets and  liabilities are
            recognized  for operating loss and tax credit carry forwards and for
            the future tax consequences  attributable to differences between the
            financial   statement   carrying  amounts  of  existing  assets  and
            liabilities and their respective tax bases.  Deferred tax assets and
            liabilities  are measured  using enacted tax rates expected to apply
            to taxable income in the years in which those temporary  differences
            are expected to be recovered or settled.  The effect on deferred tax
            assets and liabilities of a change in tax rates is recognized in the
            results of  operations  in the period that  includes  the  enactment
            date.  A valuation  allowance  is  recorded  to reduce the  carrying
            amounts of  deferred  tax assets  unless it is more  likely than not
            that such asset will be realized.

            Through  August 16, 2003,  (the  effective  date of the Agreement of
            Exchange, see Note 1), the stockholders of the Company elected to be
            taxed as an S Corporation  for federal income tax purposes.  Through
            such  date,  federal  income  taxes were the  responsibility  of the
            Company's stockholders. No provision or liability for federal income
            taxes,  as a C  Corporation,  has been included in the  accompanying
            financial statements because the Company has incurred losses.

      (N)   EARNINGS (LOSS) PER COMMON SHARE:

            Earnings (loss) per common share are calculated under the provisions
            of SFAS No. 128,  "Earnings  per Share".  SFAS No. 128  requires the
            Company to report both basic  earnings per share,  which is based on
            the  weighted-average  number  of  common  shares  outstanding,  and
            diluted earnings per share,  which is based on the  weighted-average
            number of common  shares  outstanding  plus all  potential  dilutive
            common shares outstanding.

      (O)   RECENT ACCOUNTING PRONOUNCEMENTS:

            In May 2003,  Statement of Financial  Accounting  Standards ("SFAS")
            No.  150,   "Accounting  for  Certain  Financial   Instruments  with
            Characteristics   of  both   Liabilities  and  Equity,"  was  issued
            effective for financial  instruments  entered into or modified after
            May 31, 2003,  and  otherwise  is effective at the  beginning of the
            first interim period  beginning  after June 15, 2003. This statement
            establishes  standards  for how an issuer  classifies  and  measures
            certain   financial   instruments  with   characteristics   of  both
            liabilities  and  equity.  It  requires  that an issuer  classify  a
            financial  instrument that is within its scope as a liability (or an
            asset in some  circumstances).  The adoption of SFAS No. 150 did not
            result in the  reclassification of any financial  instruments in the
            Company's financial statements.

            In  April  2003,  SFAS  No.  149,  "Amendment  of  Statement  133 on
            Derivative Instruments and Hedging Activities," was issued effective
            for  contracts  entered into or modified  after June 30, 2003,  with
            certain  exceptions.  This statement amends and clarifies  financial
            accounting  and reporting  for  derivative  instruments  embedded in
            other contracts  (collectively  referred to as derivatives)  and for
            hedging  activities  under SFAS No. 133,  "Accounting for Derivative
            Instruments  and Hedging  Activity."  The Company does not currently
            engage in hedging  activities and the adoption of this statement did
            not have a material effect on its financial statements.

                                      F-11

<PAGE>

                               BIB HOLDINGS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE  2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

      (O)   RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED):

            In January 2003, the Financial  Accounting  Standards Board ("FASB")
            issued  FASB  Interpretation  No.  46,  "Consolidation  of  Variable
            Interest   Entities"   ("FIN  No.   46").   FIN  No.  46   addresses
            consolidation by business  enterprises of variable interest entities
            that possess certain  characteristics.  The interpretation  requires
            that if a business  enterprise has a controlling  financial interest
            in a variable interest entity,  the assets,  liabilities and results
            of  operations of the variable  interest  entity must be included in
            the  consolidated  financial  statements  with those of the business
            enterprise.  This  interpretation  applies  immediately  to variable
            interest  entities  created  after  January 31, 2003 and to variable
            interest  entities in which an enterprise  obtains an interest after
            that date. In December 2003, the FASB issued FASB Interpretation No.
            46R, "Consolidation of Variable Interest Entities--an interpretation
            of ARB 51 (revised  December 2003)" ("FIN No. 46R"),  which includes
            significant  amendments to previously issued FIN No. 46. Among other
            provisions, FIN No. 46R includes revised transition dates for public
            entities. The Company is now required to adopt the provisions of FIN
            No. 46R no later  than the end of the first  reporting  period  that
            ends after March 15, 2004.  The adoption of this  interpretation  is
            not expected to have a material  effect on the  Company's  financial
            statements or results of operations.

            In December  2002,  the FASB issued  SFAS No. 148,  "Accounting  for
            Stock-Based  Compensation - Transition and Disclosure - an Amendment
            to FASB  Statement  No.  123".  SFAS No.  148 amends  SFAS No.  123,
            "Accounting for Stock-Based  Compensation,"  to provide  alternative
            methods  for  transition  to SFAS No.  123's  fair  value  method of
            accounting for stock-based compensation. As amended by SFAS No. 148,
            SFAS  No.  123  also  requires   additional   disclosure   regarding
            stock-based  compensation in annual and condensed  interim financial
            statements.

            In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs
            Associated with Exit or Disposal Activities." This standard requires
            that costs associated with exit or disposal activities be recognized
            when they are incurred rather than at the date of a commitment to an
            exit or  disposal  plan.  SFAS No. 146  applies to exit or  disposal
            activities initiated by the Company after fiscal 2002.

            In  April  2002,  the  FASB  issued  SFAS No.  145,  "Rescission  of
            Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
            Technical  Corrections."  SFAS No. 145 generally requires that gains
            and losses on extinguishment of debt be classified as income or loss
            from continuing  operations rather than as extraordinary  items. The
            adoption  of this  interpretation  in 2003 did not  have a  material
            effect  on  the  Company's   financial   statements  or  results  of
            operations.

                                      F-12
<PAGE>

<TABLE>
<CAPTION>
                               BIB HOLDINGS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE  3  -  PROPERTY AND EQUIPMENT:

            Property and  equipment  consisted of the  following at December 31,
            2003 and 2002:

                                                                                      2003               2002
                                                                                --------------     --------------
                  <S>                                                           <C>                <C>
                  Building and improvements                                      $     795,514      $     795,514
                  Leasehold improvements                                               122,025            122,025
                  Machinery and equipment                                              468,897            610,952
                  Computer equipment                                                    50,833            232,240
                  Furniture and fixtures                                                27,782             30,641
                  Transportation equipment                                              50,139             90,166
                                                                                --------------     --------------
                                                                                     1,515,190          1,881,538
                  Less: accumulated depreciation and amortization                     (980,712)        (1,343,011)
                                                                                ---------------    ---------------
                                                                                       534,478            538,527
                  Add: Land                                                             76,301             76,301
                                                                                --------------     --------------
                                                                                 $     610,779      $     614,828
                                                                                 =============      =============
</TABLE>

            During 2003,  the Company  wrote off certain  assets that were fully
            depreciated and no longer in service. Depreciation expenses amounted
            to $40,069 and $48,433  for the years  ended  December  31, 2003 and
            2002, respectively.

            The Company leases a portion of its building located in Pennsylvania
            to  unrelated  entities.  Rental  income for the 2003 and 2002 years
            aggregated $67,260 and $50,298, respectively.


NOTE  4  -  RECEIVABLE FROM AFFILIATES:

            Included  in this  amount are life  insurance  premiums  paid by the
            Company on behalf of the Binder  Trust ("the  Trust").  The Trust is
            the  owner of a  split-dollar  life  insurance  policy on two of the
            stockholders.  Upon the death of both  stockholders,  the Trust will
            reimburse the Company for all premiums  advanced at that time.  This
            receivable amounted to $148,561 as of December 31, 2003 and December
            31, 2002.


NOTE  5  -  LINE OF CREDIT:

            The Company had a $2,250,000 line of credit with a bank that expired
            June 30, 2003 with interest payable monthly at the bank's prime rate
            plus 3.5%  (7.75% as of December  31,  2002).  Borrowings  under the
            credit line are  collateralized  by all of the Company's  assets and
            personally guaranteed by the majority stockholders.  Borrowing under
            the  line  is  limited  to 85% of  eligible  receivables  and 50% of
            inventory. In addition, the line includes a requirement that certain
            financial  ratios be  maintained  as well as  placing  a limit  upon
            stockholder   compensation.   There  was   $440,000,   and  $400,000
            outstanding  on this credit line at December  31, 2003 and  December
            31, 2002, respectively.  The outstanding balance under this line was
            fully repaid in January 2004 - see Note 12, Subsequent Events.

                                      F-13

<PAGE>

<TABLE>
<CAPTION>

                               BIB HOLDINGS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE  6  -  LONG-TERM LIABILITIES:

      (A)   LOANS PAYABLE:

            As of December  31, 2003 and 2002,  loans  payable  consisted of the
            following:

                  <S>                                                                <C>               <C>
                  2003 2002 Note payable to bank;  requiring monthly payments of
                  $5,066  including   interest  at  an  annual  rate  of  8.75%;
                  collateralized by a first lien mortgage on real estate.  Final
                  payment was due in
                  June 2003.  (1)                                                      $     134,918     $     158,720

                  Other loans                                                                 10,000                -
                                                                                        -------------     ------------
                                                                                              144,918           158,720
                  Less: current maturities                                                    144,918           158,720
                                                                                        -------------     -------------
                                                                                        $          -      $          -
                                                                                        =============     ============
</TABLE>

(1)   This  note  was  fully  repaid  in  January  2004 - see  also  Note 12 re:
      Subsequent Events.

      (B)   CAPITALIZED LEASE OBLIGATIONS:

            During  2003,  the  Company  entered  into  a  lease  for  telephone
            equipment  expiring in 2008. The asset and liabilities under capital
            leases are recorded at the lower of the present value of the minimum
            lease payments or the fair market value of the asset. The assets are
            depreciated over their estimated  productive lives.  Depreciation of
            assets under capital leases included in depreciation expense for the
            2003 and 2002 years aggregated $2,473 and $0, respectively.

            Minimum  future lease  payments  under capital leases as of December
            31,  2003 and for  each of the next  five  fiscal  years  and in the
            aggregate are:

                     2004                                        $      6,237
                     2005                                               6,237
                     2006                                               6,237
                     2007                                               6,237
                     2008                                               2,599
                                                                 ------------
                     Total minimum lease payments                      27,547
                     Less:  amount representing interest               (6,515)
                                                                 ------------
                                                                 $     21,032
                                                                 ============

            The interest rate on the capitalized leases was based upon the lower
            of the Company's  incremental borrowing rate at the inception of the
            lease or the lessor's  implicit  rate of return.  This capital lease
            provides for a purchase option of $1 at the end of the lease.

                                      F-14
<PAGE>

                               BIB HOLDINGS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE  7  -  RELATED PARTY TRANSACTIONS:

            The Company has notes  payable to its  majority  stockholder  in the
            amount of $1,316,759  and $591,041 as of December 31, 2003 and 2002,
            respectively,  which are not payable until June 2006. The notes bear
            interest at 8.5% and are  subordinated to any and all bank debt. The
            Company has accrued interest on these notes in the amount of $20,639
            and $146,642 as of December 31, 2003 and 2002, respectively.

            Interest  expense on the above notes amounted to $57,466 and $53,788
            for the years ended December 31, 2003 and 2002, respectively.


NOTE  8  -  STOCKHOLDERS' EQUITY:

            In  December  2003,  the  Company's  Board  of  Directors   approved
            increasing  the  authorized  capital of the  Company to  300,000,000
            shares of common  stock and  authorized  the  creation of  5,000,000
            shares of blank-check preferred stock.

            As  discussed  in  Note  1,  the  Company  issued  an  aggregate  of
            39,000,000 shares of its common stock to the former  shareholders of
            BIB,  Ltd.  in exchange  for their  shares of the  Company's  common
            stock,  in a merger  transaction  accounted for  retroactively  as a
            recapitalization. All share and per share amounts have been restated
            to reflect the recapitalization for all periods presented.

            During 2002,  the Company  issued 850 shares of its common stock for
            proceeds of $1 and a  shareholder  returned  9,150  shares of common
            stock which were then cancelled by the Company.

            During  2003  and  prior  to  the  reverse   merger/recapitalization
            transaction, an officer/shareholder of the Company agreed to convert
            $548,105 in loans to additional  paid-in capital.  Also prior to the
            reverse  merger/recapitalization  transaction,  the Company received
            and cancelled  12,000,000  shares of common stock.  The Company also
            issued  22,005,050  shares as  compensation  to certain  consultants
            which shares were valued in the aggregate at $201,062.


NOTE  9  -  SIGNIFICANT CUSTOMERS:

            During the year ended December 31, 2003, one customer  accounted for
            approximately  63% of  sales  and at  December  31,  2003,  accounts
            receivable from this customer aggregated $145,099.

            During  the year  ended  December  31,  2002,  two  major  customers
            accounted for approximately 59% and 22% of all sales. As of December
            31,  2002,  accounts  receivable  from  these  customers  aggregated
            $142,181 and $38,442, respectively.


NOTE 10  -  EXTRAORDINARY ITEM:

            The Company had notes payable to a former stockholder of the Company
            in the amount of $108,920 as of December  31,  2001.  The notes bore
            interest  at 8.5% and  required  no specific  repayment  terms.  The
            Company  also had  accrued  interest on these notes in the amount of
            $35,159 as of December 31, 2001.

                                      F-15
<PAGE>

                               BIB HOLDINGS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 10  -  EXTRAORDINARY ITEM (CONTINUED):

            On April 9,  2002,  this  former  stockholder  signed a  forbearance
            agreement  whereby he accepted the  assignment  of a life  insurance
            policy  on the  then  majority  stockholder  in lieu of  payment  of
            principal  and  interest  under these notes.  The total  outstanding
            principal  and interest  amounting to $144,079 was been  recorded as
            other  income  from an  extinguishment  of debt  in the  year  ended
            December 31, 2002.


NOTE 11  -  COMMITMENTS AND CONTINGENCIES:

      (A)   EMPLOYMENT AGREEMENTS:

            In December  1995,  the Company  entered into a ten-year  employment
            with its Chairman/Chief  Executive  Officer.  The agreement provides
            for an annual  salary of  $273,000,  discretionary  bonuses,  health
            benefits and  contains a covenant not to compete  clause for 3 years
            following the termination of this agreement.

            In December  1995,  the Company  entered into a ten-year  employment
            with its Chief Operating  Officer/Secretary  Officer.  The agreement
            provides for an annual  salary of $104,000,  discretionary  bonuses,
            health  benefits and contains a covenant not to compete clause for 3
            years following the termination of this agreement.

      (B)   LEASES:

            The Company is a party to a non-cancelable lease agreement for their
            office and showroom in New York,  NY. This lease,  which  expires in
            March 2013, is subject to escalations. The Company also leases space
            on a month-to-month lease for its warehouse in Las Vegas, Nevada.

            The future minimum lease payments are shown below:

               2004                          $     118,786
               2005                                121,756
               2006                                124,801
               2007                                127,920
               2008                                139,068
               Thereafter                          642,252
                                             -------------
                                             $   1,274,583

            Rental  expense  for the years  ended  December  31,  2003 and 2002,
            aggregated $159,761 and $175,899, respectively.

      (C)   LEGAL MATTERS:

            A former  officer of the  Company  has made a demand for  $40,000 as
            payment for past  services  rendered.  The Company  does not believe
            this balance is owed and has referred the matter to counsel.

            At times, the Company is involved in various lawsuits  incidental to
            its business. At December 31, 2003, management does not believe that
            any matter is material to its financial statements.

                                      F-16
<PAGE>

                               BIB HOLDINGS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 11  -  COMMITMENTS AND CONTINGENCIES (CONTINUED):

      (D)   ROYALTY AGREEMENTS:

            In November 2003, the Company entered into a  non-exclusive  license
            agreement to manufacture, promote, sell and distribute apparel under
            the name M. Sasson(R) and to use the M.  Sasson(R)  trademark in the
            United  States.  This  agreement has an initial term until April 30,
            2009,  with five  one-year  renewals  upon the  meeting  of  certain
            minimum-guarantee objectives. In order for the Company to be able to
            renew  the  license  for  each  of  the  one-year  renewal  periods,
            guaranteed  annual  sales  of  $30,000,000  must be met and  minimum
            royalty  payments of $1,500,000  during the fifth  contract year and
            during each subsequent  renewal year are required.  The Company will
            pay a royalty of five  percent  of the net sales of  apparel  (three
            percent of "off price  goods"  limited to a total of 5% during  each
            contract year) bearing the name M. Sasson(R).  Upon execution of the
            license  agreement,  the Company paid  $250,000 to Mark TM, LLC, the
            owner of the M. Sasson(R)  trademark,  which  represents half of the
            minimum royalty fee for the first contract year.

NOTE 12  -  SUBSEQUENT EVENTS:

            The following is a  description  of certain  transactions  that were
            entered into,  subsequent to the year-end, to help provide funds for
            ongoing operations:

            To obtain funding for its ongoing  operations,  the Company  entered
            into a Securities  Purchase  Agreement with Cornell Capital Partners
            on  January  7,  2004  ("the  Cornell  Agreement")  for the  sale of
            $1,200,000  in  convertible  debentures,  which was  completed as of
            February 13, 2004. The debentures are secured by a first mortgage on
            the Company's facility in Pennsylvania.

            The  debentures  issued  pursuant  to  the  Cornell  Agreement  bear
            interest at 5%,  mature three years from the date of  issuance,  and
            are convertible  into the Company's  common stock, at the investor's
            option at the lower of the following:

            (i)   $0.204 or
            (ii)  eighty  percent  (80%) of the  average of the three (3) lowest
                  daily volume  weighted  average prices of the common stock for
                  the five (5) trading days immediately preceding the conversion
                  date.

            The full principal amount of the convertible debentures are due upon
            default under the terms of the convertible  debentures.  The Company
            was  obligated  to  register  the  resale of the  conversion  shares
            issuable upon conversion of the debentures  under the Securities Act
            of 1933, as amended,  no later than thirty (30) days from January 7,
            2004. The  Registration  Statement was filed on January 23, 2004 and
            declared effective on February 10, 2004.

            A portion of the proceeds  received from the convertible  debentures
            were used to fully  repay all  obligations  under the past due loans
            under the line of credit and  mortgage  with a bank as  detailed  in
            Notes 5 and 6,  respectively.  The  bank has  released  liens on the
            Company's assets in conjunction with the payoff of these loans.

                                      F-17
<PAGE>

                               BIB HOLDINGS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 12  -   SUBSEQUENT EVENTS (CONTINUED):

            In addition,  on January 7, 2004, the Company entered into an equity
            line of credit  with one  investor.  Pursuant  to the equity line of
            credit, the Company may, at its discretion, periodically sell to the
            investor  shares of common stock for a total purchase price of up to
            $10,000,000.  For each  share of common  stock  purchased  under the
            equity  line of  credit,  the  investor  will pay 98% of the  lowest
            closing bid price on the  Over-the-Counter  Bulletin  Board or other
            principal  market on which the Company's  common stock is traded for
            the five days  immediately  following the notice date. The investor,
            Cornell Capital Partners,  LP is a private limited partnership whose
            business  operations  are  conducted  through its  general  partner,
            Yorkville Advisors,  LLC. The Company also issued to Cornell Capital
            Partners, 1,780,233 shares of its common stock upon execution of the
            equity line of credit.  Further,  Cornell Capital Partners,  LP will
            retain  5% of each  advance  under the  equity  line of  credit.  In
            addition,  the Company engaged Newbridge Securities  Corporation,  a
            registered  broker-dealer,  to advise  management in connection with
            the equity line of credit.  For its services,  Newbridge  Securities
            Corporation  received  61,387 shares of the Company's  common stock.
            The Company is obligated to prepare and file with the Securities and
            Exchange Commission a registration  statement to register the resale
            of the shares issued under the equity line of credit agreement prior
            to the first sale to the  investor of the  Company's  common  stock.
            This  Registration  Statement  was  filed on  January  23,  2004 and
            declared effective on February 10, 2004.

            On March 2, 2004,  the Company  received an advance of $500,000 from
            Cornell  Capital  Partners  L.P.  under  the  equity  line of credit
            agreement and issued a promissory  note with an interest rate of 12%
            to be repaid out of the  proceeds  to be  received  under the equity
            line of credit.  The Company  escrowed 10 advance  notices under the
            equity line of credit, each in the amount of $50,000,  which will be
            released from escrow every seven calendar days commencing  March 22,
            2004.  With each advance,  Cornell  Capital  Partners L.P. will sell
            $50,000  worth of  Company  common  stock  that have been  placed in
            escrow under the equity line of credit,  and the net  proceeds  from
            these  advances will be applied to reduce the  promissory  note. The
            Company used the $500,000 advance for working capital purposes.

                                      F-18

<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

On August 28, 2003,  the Company  engaged  Chavez and Koch, LLP as its principal
accountant to replace its former principal  accountant,  Rogelio G. Castro, CPA.
Rogelio G.  Castro was  dismissed  on August 28,  2003.  The  decision to change
accountants was approved by the Audit Committee of the registrant.

The reports of the former principal  accountants on the financial statements for
the period ending March 31, 2002, March 31, 2003 and June 30, 2003 were modified
to reflect an  uncertainty  as to the  Company's  ability to continue as a going
concern.  During the audited  periods ending March 31, 2002,  March 31, 2003 and
the subsequent  interim period through June 30, 2003 and August 28, 2003,  there
were no  disagreements  with the former  accountant  on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  which  disagreements,  if not  resolved to the  satisfaction  of the
former accountant, would have caused him to make reference to the subject matter
of the disagreements in connection with his report.  The Company has been unable
to reach Mr. Castro regarding any disagreements he may have with the contents of
this Report.  During the audited  periods ending March 31, 2002,  March 31, 2003
and the subject  interim  periods,  the registrant has not consulted  Chavez and
Koch, LLP regarding any matter  requiring  disclosure under Regulation S-K, Item
304(a)(2).

During the audited periods ending March 31, 2002, March 31, 2003 and the subject
interim  periods,  the  Company  has not  consulted  with  Chavez and Koch,  LLP
regarding either:

1. the application of accounting principles to any specified transaction, either
completed  or proposed,  or the type of audit  opinion that might be rendered on
the Company's financial statements, and neither a written report was provided to
the Company nor oral advice was provided that Chavez and Koch, LLP concluded was
an important  factor  considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or

2. any matter that was either subject of  disagreement  or event,  as defined in
Item  304(a)(1)(iv)(A) of Regulation S-B and the related instruction to Item 304
of  Regulation  S-B, or a  reportable  event,  as that term is explained in Item
304(a)(1)(iv)(A) of Regulation S-B.

On December 23, 2003, the Company  dismissed Chavez and Koch, LLP ("C&K") as the
Company's principal  independent  accountant.  On December 23, 2003, the Company
engaged Lazar Levine & Felix, LLP as its principal independent  accountant.  The
action to engage Lazar Levine & Felix, LLP was taken upon the majority  approval
of the Board of Directors of the Company.

The Company  engaged C&K on August 23,  2003.  During the last two fiscal  years
ended  December 31, 2002 and  December  31, 2001 and through  December 23, 2003,
there  were no  disagreements  between  the  Company  and C&K on any  matter  of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedure  which, if not resolved to the satisfaction of C&K would have
caused  C&K to make  reference  to the matter in its  reports  on the  Company's
financial  statements.  During  the last  two most  recent  fiscal  years  ended
December  31, 2002 and December  31, 2001 and through  December 23, 2003,  there
were no  reportable  events  as the  term  described  in Item  304(a)(1)(iv)  of
Regulation S-B.

During the two most recent  fiscal  years and through  December  23,  2003,  the
Company has not consulted with Lazar Levine & Felix, LLP regarding either:

1. the application of accounting principles to any specified transaction, either
completed  or proposed,  or the type of audit  opinion that might be rendered on
the Company's financial statements, and neither a written report was provided to
the  Company  nor oral  advice  was  provided  that  Lazar  Levine & Felix,  LLP
concluded  was an  important  factor  considered  by the  Company in  reaching a
decision as to the accounting, auditing or financial reporting issue; or

2. any matter that was either subject of  disagreement  or event,  as defined in
Item  304(a)(1)(iv)(A) of Regulation S-B and the related instruction to Item 304
of  Regulation  S-B, or a  reportable  event,  as that term is explained in Item
304(a)(1)(iv)(A) of Regulation S-B.

The Company has  requested  that C&K furnish it with a letter  addressed  to the
Securities  and  Exchange  Commission  stating  whether it agrees with the above
statements. A copy of such letter, dated December 30, 2003, was filed as Exhibit
16.1 to the Form 8-K  filed  with the  Securities  and  Exchange  Commission  on
December 31, 2003.
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.



NAME               AGE   POSITION
----               ---   --------

Mark Binder        63    Chairman of the Board and Director

Gail Binder        54    Chief Executive Officer and Director

Robert Sautter     32    President and Director

Olga Savelov       41    Senior Executive Vice President, Treasurer and Director

Jeffrey Kaplan     55    Executive Vice President and Chief Financial Officer

Ian Binder         22    Secretary

Scott Allinson     42    Director

Martin Levin       45    Director

Directors  serve until the next annual  meeting and until their  successors  are
elected and  qualified.  Officers are  appointed to serve for one year until the
meeting of the board of directors  following the annual meeting of  stockholders
and until their successors have been elected and qualified. Mark and Gail Binder
are husband and wife and the parents of Ian Binder.

MARK BINDER. Mr. Binder has been our Chairman of the Board since August 15,
2003. Mr. Binder is also the Chief Executive Officer of BIB Ltd. (f/k/a Together
Craft, Inc., a/k/a TC Group, Inc.), our wholly-owned subsidiary, a position he
has held since co-founding the company in 1976. Mr. Binder is married to Gail
Binder, our Chief Executive Officer and a director.

GAIL BINDER. Ms. Binder has been our Chief Executive Officer and director since
August 15, 2003. Ms. Binder is also the Chief Operating Officer of BIB Ltd.
(f/k/a Together Craft, Inc., a/k/a TC Group, Inc.), our wholly-owned subsidiary,
a position she has held since co-founding the company in 1976. Ms. Binder
received a bachelor of arts degree from Brooklyn College in 1970 and a Masters
in Business Administration - Fine Arts from Brooklyn College in 1972. Ms. Binder
is married to Mark Binder, our Chairman of the Board.

ROBERT SAUTTER. Mr. Sautter is our President and director, positions he has held
since August 15, 2003. Mr. Sautter is also the President of BIB Ltd. (f/k/a
Together Craft, Inc., a/k/a TC Group, Inc.), our wholly-owned subsidiary, a
position he has held since February 2001. From May 1989 through January 2001,
Mr. Sautter was the Vice President of BIB Ltd.

OLGA SAVELOV. Ms. Savelov has been Senior Executive Vice President, Treasurer
and director since March 1, 2004. Ms. Savelov was Executive Vice President,
Treasurer and director from August 15, 2003 until February 29, 2004. Ms. Savelov
is also the Executive Vice President and Treasurer of BIB Ltd. (f/k/a Together
Craft, Inc., a/k/a TC Group, Inc.), our wholly-owned subsidiary, a position she
has held since 2001. Between 1996 and 2001, Mr. Savelov was the Executive Vice
President and Chief Financial Officer for BIB Ltd. Ms. Savelov received an
associates degree from the Fashion Institute of Technology in 1984.

JEFFREY KAPLAN. Mr. Kaplan has been our Executive Vice President and Chief
Financial Officer since January 1, 2004. Mr. Kaplan was the Executive Vice
President of Business Affairs for Viewpoint Corporation, a New York-based
interactive graphics company, from November 2001 until September 2003 and the
Executive Vice President and Chief Financial Officer from February through
November 2001. Mr. Kaplan served as Executive Vice President and Chief Financial
Officer of Rare Medium Group, Inc., a New York-based IT professional services
firm, from September 1999 until February 2001. From February 1999 until August
1999, Mr. Kaplan was the Executive Vice President, Chief Financial Officer and a
director of Safety Components International, Inc., a New Jersey-based
manufacturer of airbag cushions. Safety Components filed for bankruptcy in April
2000 and emerged from bankruptcy in October, 2000. Mr. Kaplan has also served as
Executive Vice President, Chief Financial Officer and a director of
International Post Limited, a New York-based provider of post-production
advertising services. Mr. Kaplan received his bachelor of arts degree in
political science from Brown University in 1970 and his masters of business
administration, finance from New York University in 1972.
<PAGE>

IAN BINDER. Mr. Binder has been our Secretary since March 1, 2004. Mr. Binder is
also our technical director, a position he has held since 1995.

SCOTT B. ALLINSON, ESQ. Mr. Allinson has been a director since February 27,
2004. Mr. Allinson is currently a partner with Tallman Hudders Sorrentino, a law
firm based in Allentown, PA, a position he has held since 1994. From 1989 to
1994, Mr. Allinson was an associate with Tallman Hudders Sorrentino. Mr.
Allinson is currently a director of BIB Ltd. and the Lehigh County Industrial
Development Corp. Mr. Allinson received a bachelor of arts from Lehigh
University in 1983 and a juris doctorate from American University, Washington
College of Law in 1986.

MARTIN LEVIN. Mr. Levin has been a director since February 27, 2004. Mr. Levin
is a founding partner and the Director of accounting and auditing for Levin,
Savchak & Associates, P.C., an accounting firm in Allentown, PA, a position he
has held since 1998. Mr. Levin is currently a director of Communication Systems,
Inc., an alarm company based in Allentown, PA and Phoebe Floral, Inc., a retail
flower shop based in Allentown, PA. Mr. Levin is a Certified Public Accountant.
Mr. Levin received his Bachelor of Science in Accounting from Rowan University
in 1986.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Except for one Form 3 not filed,  five Form 3's filed late, and one Form 4 filed
late,  based solely upon a review of Forms 3, 4 and 5, and  amendments  thereto,
furnished to the Company  during  fiscal year 2003,  the Company is not aware of
any  director,  officer  or  beneficial  owner of more than ten  percent  of the
Company's Common Stock that, during fiscal year 2003, failed to file on a timely
basis reports required by Section 16(a) of the Securities Exchange Act of 1934.
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth certain compensation paid or accrued by us to
certain of our executive officers during fiscal years ended 2003, 2002 and 2001.
Summary Compensation Table
<TABLE>
<CAPTION>

                                                                           Other
                                                          Annual       Restricted     Options       LTIP
  Name & Principal                Salary       Bonus      Compen-        Stock          SARs       Payouts      All Other
      Position          Year        ($)         ($)      sation ($)     Awards ($)     (#)(1)        ($)      Compensation
--------------------- --------- ------------ ----------- ------------ -------------- ----------- ------------ --------------
<S>                    <C>      <C>             <C>          <C>         <C>            <C>         <C>              <C>
Gail Binder,
CEO                     2003 (1) 40,931           0            0            0            0             0             0

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

Franklin Scivally,
CEO                     2003 (2)      0           0            0            0            0             0             0

--------------------- --------- ------------ ----------- ------------ -------------- ----------- ------------ --------------
Robert T. Yarbray,
President               2002          0           0            0            0            0             0             0

--------------------- --------- ------------ ----------- ------------ -------------- ----------- ------------ --------------
George R. White,
President               2001          0           0            0            0            0             0             0

--------------------- --------- ------------ ----------- ------------ -------------- ----------- ------------ --------------
</TABLE>

(1) From August 15, 2003 through December 31, 2003.

(2) From January 1, 2003 through August 15, 2003.

OPTIONS

No options were exercised or granted during the last fiscal year.

There were no long-term incentive plans or rewards made in fiscal 2003.

EMPLOYMENT AGREEMENTS

None.
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT.

As of March 2, 2004,  there were  53,889,270  shares of common stock,  par value
$0.001 outstanding. The following table sets forth certain information regarding
the beneficial ownership of our common stock as of March 2, 2004:

      -     all directors
      -     each person who is known by us to be the beneficial owner of more
            than five percent (5%) of the outstanding common stock
      -     each executive officer named in the Summary Compensation Table
      -     all directors and executive officers as a group

The number of shares beneficially owned by each director or executive officer is
determined  under  rules  of the SEC,  and the  information  is not  necessarily
indicative of beneficial  ownership for any other purpose.  Under the SEC rules,
beneficial ownership includes any shares as to which the individual has the sole
or shared voting power or investment  power. In addition,  beneficial  ownership
includes any shares that the individual has the right to acquire within 60 days.
Unless  otherwise  indicated,  each person listed below has sole  investment and
voting  power  (or  shares  such  powers  with his or her  spouse).  In  certain
instances,  the number of shares  listed  includes  (in addition to shares owned
directly), shares held by the spouse or children of the person, or by a trust or
estate of which the  person is a trustee or an  executor  or in which the person
may have a beneficial interest.



Title of Class    Name and Address                 Amount of        Percent of
                  of Beneficial Owner              Beneficial         Class
                                                   Ownership           (1)

Common Stock      Mark Binder                     37,650,000 (2)     69.9%
                  7709 Oak Grove Avenue
                  Las Vegas, Nevada 89117

Common Stock      Gail Binder                     37,650,000 (2)     69.9%
                  7709 Oak Grove Avenue
                  Las Vegas, Nevada 89117

Common Stock      Robert Sautter                           0            0%
                  7709 Oak Grove Avenue
                  Las Vegas, Nevada 89117

Common Stock      Olga Savelov                             0            0%
                  7709 Oak Grove Avenue
                  Las Vegas, Nevada 89117

Common Stock      Jeffrey Kaplan                     500,000            *
                  7709 Oak Grove Avenue
                  Las Vegas, Nevada 89117

Common Stock      Ian Binder                         675,000          1.3%
                  7709 Oak Grove Avenue
                  Las Vegas, Nevada 89117

Common Stock      Scott Allinson                           0            0%
                  7709 Oak Grove Avenue
                  Las Vegas, Nevada 89117

Common Stock      Martin Levin                             0            0%
                  7709 Oak Grove Avenue
                  Las Vegas, Nevada 89117

Common Stock      Shares of all directors and     38,825,000         72.0%
                  executive officers as a
                  group (8 persons)

Common Stock      Cornell Capital Partners, L.P.  15,916,177 (3)     23.4%
                  101 Hudson Street, Suite 3606
                  Jersey City, NJ 07303
<PAGE>

* Represents less than 1%

(1)   Based on 53,889,270 shares of common stock currently outstanding.

(2)   Includes  24,420,000  shares  owned by Gail Binder and  13,230,000  shares
      owned by Mark  Binder.  Mark and Gail Binder are  husband  and wife.  Gail
      Binder exercises no voting power and disclaims beneficial ownership to the
      13,230,000  shares owned by Mark Binder.  Mark Binder  exercises no voting
      power and disclaims beneficial ownership to the 24,420,000 shares owned by
      Gail Binder.

(3)   Includes   14,150,944  shares  issuable  upon  conversion  of  convertible
      debentures in the amount of $1,200,000.

STOCK OPTION PLANS

      On January 20, 2003, the board of directors and  stockholders  adopted our
2003  Employee/Consultant  Stock Compensation Plan. We reserved 1,000,000 shares
of common stock for issuance upon grant of stock or exercise of options  granted
from time to time  under the 2003  plan.  The 2003  stock  compensation  plan is
intended to assist us in securing and  retaining  key  employees,  directors and
consultants  by allowing them to participate in our ownership and growth through
the grant of stock and stock options.

      Under the stock  compensation  plan,  we may grant stock and stock options
only  to  employees  and  consultants.  The  2003  stock  compensation  plan  is
administered directly by our board of directors.

      Subject to the provisions of the stock  compensation  plan, the board will
determine  who shall  receive  stock or stock  options,  the number of shares of
common  stock that may be granted or purchased  under the options,  the time and
manner of exercise of options and exercise prices.

      As of March 2, 2004,  we have not  granted  any stock or stock  incentives
under the 2003 plan.
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      During  fiscal year 2003,  we borrowed  $1,307,508.90  from  officers  and
stockholders. Such loans and the terms of such loans are as follows:
<TABLE>
<CAPTION>

   LENDER                          AMOUNT                LOAN DATE             INTEREST RATE        MATURITY DATE
   ------                          ------                ---------             -------------        -------------

<S>                            <C>                     <C>                        <C>                <C>
Ian Binder (1)                  $    30,000              10-15-03                  8.5%               12-31-04
Mark and Gail Binder            $214,217.69              11-21-03                  8.5%               12-31-04
Mark and Gail Binder            $512,916.73              11-28-03                  8.5%                6-30-05
Mark and Gail Binder            $   473,800               8-11-03                  8.5%                6-30-06
Mark and Gail Binder            $ 76,574.58               5-20-03                  8.5%                6-30-06
</TABLE>

(1)   Ian  Binder  is our  Secretary  and the son of Mark and Gail  Binder,  our
      Chairman and Chief Executive Officer, respectively.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

We filed the following reports on Form 8-K during our fourth quarter of 2003:

      Form 8-K,  October 8, 2003,  Item 4 - Reporting  the dismissal of Roger G.
Castro,  CPA as the Company's  auditor and the appointment of Chavez & Koch, LLP
as the Company's new auditors.

      Form 8-K/A,  October 10, 2003, Items 1 and 2 - Amending the Form 8-K filed
on August 29, 2003 to included the audited financials of BIB, Ltd. in connection
with  the  Agreement  and  Plan  of  Merger  between  Sassoon  Group,  Inc.  and
Specialized Leasing, Inc.

      Form 8-K/A,  November  10,  2003,  Item 4 - Amending the Form 8-K filed on
October  8,  2003  discussing  the  dismissal  of  Roger G.  Castro,  CPA as the
Company's auditor and the appointment of Chavez & Koch, LLP as the Company's new
auditors.

      Form 8-K/A,  November  24,  2003,  Item 4 - Amending the Form 8-K filed on
October 8, 2003 and the Form 8-K/A filed on November  10, 2003,  discussing  the
dismissal of Roger G. Castro,  CPA as the Company's  auditor and the appointment
of Chavez & Koch, LLP as the Company's new auditors.

      Form 8-K,  December 31, 2003, Item 4 - Reporting the dismissal of Chavez &
Koch, LLP as the Company's  auditors and the appointment of Lazar Levine & Felix
LLP as the Company's new auditors.

EXHIBITS

3.1  Articles  of  Incorporation  of the  Company  filed as Exhibit  3(a) to the
registration statement on Form SB-2/A filed with the Commission on July 27, 2001
and incorporated herein by reference.

3.2 Amendment to Articles of Incorporation of the Company, increasing authorized
common  shares to 100  million,  filed with the State of Nevada on  January  14,
2003,  filed as Exhibit  3(2) to the  registration  statement on Form SB-2 filed
with the Commission on January 23, 2004 and incorporated herein by reference.

3.3 Amendment to Articles of Incorporation of the Company,  changing the name of
the Company to Sassoon Group,  Inc., filed with the State of Nevada on September
15, 2003, filed as Exhibit 3(3) to the registration statement on Form SB-2 filed
with the Commission on January 23, 2004 and incorporated herein by reference.

3.4  Articles  of  Merger  between  the  Company  and  BIB  Holdings,   Ltd.,  a
wholly-owned subsidiary of the Company,  changing the name of the Company to BIB
Holdings,  Ltd.,  filed with the State of Nevada on December 15, 2003,  filed as
Exhibit  3(4)  to the  registration  statement  on  Form  SB-2  filed  with  the
Commission on January 23, 2004 and incorporated herein by reference.

3.5  Amendment  to Articles of  Incorporation  of the  Company,  increasing  our
authorized  common stock to 300,000,000 and creating  5,000,000  shares of blank
check preferred stock, filed with the State of Nevada on March 4, 2004, filed as
Exhibit  3(5)  to the  registration  statement  on  Form  SB-2  filed  with  the
Commission on March 5, 2004 and incorporated herein by reference.
<PAGE>

3.6 By-Laws of the of the  Company,  filed as Exhibit  3(6) to the  registration
statement  on Form  SB-2  filed  with  the  Commission  on  March  5,  2004  and
incorporated herein by reference.

4.1  Securities  Purchase  Agreement,  dated  January 7, 2004,  by and among BIB
Holdings,  Ltd. and Cornell Capital  Partners,  LP, filed as Exhibit 4(1) to the
registration  statement  on Form SB-2 filed with the  Commission  on January 23,
2004 and incorporated herein by reference.

4.2 Secured  Convertible  Debenture with Cornell Capital Partners,  LP, filed as
Exhibit  4(2)  to the  registration  statement  on  Form  SB-2  filed  with  the
Commission on January 23, 2004 and incorporated herein by reference.

4.3 Investor Registration Rights Agreement,  dated January 7, 2004, by and among
BIB Holdings,  Ltd. and Cornell Capital  Partners,  LP, filed as Exhibit 4(3) to
the registration statement on Form SB-2 filed with the Commission on January 23,
2004 and incorporated herein by reference.

4.4 Escrow Agreement,  dated January 7, 2004, by and between BIB Holdings,  Ltd.
and Cornell  Capital  Partners,  LP in connection  with the Securities  Purchase
Agreement,  filed as Exhibit  4(4) to the  registration  statement  on Form SB-2
filed  with the  Commission  on  January  23,  2004 and  incorporated  herein by
reference.

4.5  Security  Agreement,  dated  January  7, 2004,  entered  into  between  BIB
Holdings,  Ltd. and Cornell Capital  Partners,  LP, filed as Exhibit 4(5) to the
registration  statement  on Form SB-2 filed with the  Commission  on January 23,
2004 and incorporated herein by reference.

4.6 Irrevocable Transfer Agent Instructions, dated January 7, 2004, by and among
BIB Holdings,  Ltd.,  David  Gonzalez,  American  Registrar and Transfer Co. and
Cornell  Capital  Partners,  LP,  filed  as  Exhibit  4(6)  to the  registration
statement  on Form SB-2  filed  with the  Commission  on  January  23,  2004 and
incorporated herein by reference.

4.7  Form of  Common  Stock  Purchase  Warrant,  filed  as  Exhibit  4(7) to the
registration  statement  on Form SB-2 filed with the  Commission  on January 23,
2004 and incorporated herein by reference.

4.8  Standby  Equity  Distribution  Agreement,  dated  January 7, 2004,  between
Cornell Capital Partners,  LP and BIB Holdings,  Ltd. , filed as Exhibit 4(8) to
the registration statement on Form SB-2 filed with the Commission on January 23,
2004 and incorporated herein by reference.

4.9  Registration  Rights  Agreement,  dated January 7, 2004, by and between BIB
Holdings,  Ltd. and Cornell Capital  Partners,  LP, filed as Exhibit 4(9) to the
registration  statement  on Form SB-2 filed with the  Commission  on January 23,
2004 and incorporated herein by reference.

4.10 Escrow Agreement,  dated January 7, 2004, by and between BIB Holdings, Ltd.
and Cornell Capital Partners, LP in connection with the Equity Line of Credit of
Credit Agreement,  filed as Exhibit 4(10) to the registration  statement on Form
SB-2 filed with the  Commission on January 23, 2004 and  incorporated  herein by
reference.

4.11  Placement  Agent  Agreement,  dated  January  7,  2004,  by and  among BIB
Holdings,   Ltd.,  Cornell  Capital  Partners,   LP  and  Newbridge   Securities
Corporation,  filed as Exhibit 4(11) to the registration  statement on Form SB-2
filed  with the  Commission  on  January  23,  2004 and  incorporated  herein by
reference.
<PAGE>

10.1 License  Agreement  dated as of November 24, 2003,  by and between Mark TM,
LLC and BIB Ltd. , filed as Exhibit 10(1) to the registration  statement on Form
SB-2 filed with the  Commission on January 23, 2004 and  incorporated  herein by
reference.

31.1 Certification by Chief Executive Officer pursuant to Sarbanes-Oxley Section
302.

31.2 Certification by Chief Financial Officer pursuant to Sarbanes-Oxley Section
302.

31.3 Certification by Principal Accounting Officer pursuant to Sarbanes-Oxley
Section 302.

32.1 Certification by Chief Executive Officer pursuant to 18 U.S. C. Section
1350.

32.2 Certification by Chief Financial Officer pursuant to 18 U.S. C. Section
1350.

32.3 Certification by Principal Accounting Officer pursuant to 18 U.S. C.
Section 1350.
<PAGE>

ITEM 14. CONTROLS AND PROCEDURES

As of December 31, 2003,  an  evaluation  was  performed by our Chief  Executive
Officer and Chief  Financial  Officer,  of the  effectiveness  of the design and
operation of our disclosure  controls and procedures.  Based on that evaluation,
Our Chief  Executive  Officer and Chief  Accounting  Officer  concluded that our
disclosure controls and procedures were effective as of December 31, 2003. There
have been no  significant  changes in our internal  controls or in other factors
that could  significantly  affect internal  controls  subsequent to December 31,
2003.
<PAGE>
                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                    BIB Holdings, Ltd., a Nevada Corporation




Dated: March 17, 2004                       By: /s/ Gail Binder
                                            --------------------------
                                            Gail Binder
                                            Chief Executive Officer

Dated: March 17, 2004                       By: /s/ Jeffrey Kaplan
                                            ---------------------------
                                            Jeffrey Kaplan
                                            Principal Financial Officer

Dated: March 17, 2004                       By: /s/ Olga Savelov
                                            ---------------------------
                                            Olga Savelov
                                            Principal Accounting Officer


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>

SIGNATURE                              TITLE                          DATE

<S>                           <C>                                 <C>
/s/Mark Binder                  Chairman of the Board             March 17, 2004
-------------------------       and Director
Mark Binder

/s/Gail Binder                  Chief Executive Officer           March 17, 2004
-------------------------       and Director
Gail Binder

/s/Robert Sautter               President and Director            March 17, 2004
-------------------------
Robert Sautter

/s/Olga Savelov                 Senior Executive Vice President,  March 17, 2004
-------------------------       Treasurer and Director
Olga Savelov

/s/Jeffrey Kaplan               Executive Vice President and      March 17, 2004
-------------------------       Chief Financial Officer
Jeffrey Kaplan

/s/ Scott Allinson              Director                          March 17, 2004
-------------------------
Scott Allinson

/s/ Martin Levin                Director                          March 17, 2004
-------------------------
Martin Levin
</TABLE>