UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)





[
X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
quarterly period ended September 30, 2008





[   ]
 TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE
ACT





For the
transition period from ___________ to _____________





Commission
File Number 333-45678





CLASSIC
COSTUME COMPANY, INC.


(Exact
name of small business issuer as specified in its charter)





Nevada
              (State
      or other jurisdiction of incorporation or organization)
            20-8317658
              (I.R.S.
      Employer Identification No.)





1202
Lexington Avenue, APT. 104, New York, New York 10028


(Address
of principal executive offices)




646-259-1009


(Issuer’s
telephone number)







(Former
name, former address and former fiscal year if changed since last
report)





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (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 [ ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.





Large
accelerated filer
[  ]                 Accelerated
filer [ ]


Non-accelerated
filer   [  ]                 Smaller
reporting company [x]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes[ ] No[x]





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes[x] No[ ]





The
number of shares of Common Stock of the issuer outstanding as
of  September 30, 2008 was 12,957,117.




Transitional
Small Business Disclosure Format (check one): Yes [  ] No
[X]













CLASSIC
COSTUME COMPANY, INC.


(a
development stage company)




Page
      NumberPART 1 – Financial
      InformationItem 1 – Unaudited Financial
      Information:Consolidated
      Balance Sheet as of September 30, 2008 (Unaudited) and December 31,
      2007
            3Consolidated
      Statements of Operations for the Three Months and Nine Months Ended
      September 30, 2008 and 2007 (Unaudited) and from Inception (December 29,
      2006), to September 30, 2008 (Unaudited)
            4Consolidated
      Statement of Changes in Stockholders’ Equity (Deficit)
      (Unaudited)
            5Statements
      of Cash Flows for the Nine Months Ended September 30, 2008 and 2007
      (Unaudited) and from Inception (December 29, 2006) to September 30, 2008
      (Unaudited)
            6Notes
      to Unaudited Financial Statements
            7-12Item 2 - Management’s Discussion and
      Analysis or Plan of Operatio
            13-17Item 3 - Quantitative and Qualitative
      Disclosures About Market Risk
            17Item
      4T - Controls and
      Procedures
            17PART
      II - Other
      Information (Items 1-6)
            17-18









2






CLASSIC
COSTUME COMPANY, INC. & SUBSIDIARY


(a
development stage company)


CONSOLIDATED
BALANCE SHEET




September
      30, 2008
            
            
            December
      31, 2007(UNAUDITED)
            
            
            (AUDITED)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
            
            $
            132
            
            
            $
            278Inventories
            
            
            6,579
            
            
            
            6,132Total
      current assets
            
            
            6,711
            
            
            
            6,410OTHER
      ASSETSCapitalized
      software costs, net
            
            
            150
            
            
            
            225Intangibles
            
            
            2,350
            
            
            
            2,815Total
      assets
            
            $
            9,211
            
            
            $
            9,450LIABILITIES AND STOCKHOLDERS' EQUITY
       (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
            
            $
            4,000
            
            
            $
            3,000Advance
      from shareholder
            
            
            27,000
            
            
            
            -Total
      current liabilities
            
            
            31,000
            
            
            
            3,000STOCKHOLDERS' EQUITY
       (DEFICIT)Preferred
      stock, $.001 par value, 5,000,000 shares authorized,No
      shares issued and outstanding
            
            
            -
            
            
            
            -Common
      stock, $.001 par value, 50,000,000 shares authorized,12,957,117
      issued and outstanding
            
            
            12,957
            
            
            
            12,957Additional
      Paid-In Capital
            
            
            634,899
            
            
            
            634,899Deficit
      accumulated during the development stage
            
            
            (669,645
            )
            
            
            (641,406
            )Total
      stockholders' equity (deficit)
            
            
            (21,789
            )
            
            
            6,450Total
      liabilities and stockholders' equity (deficit)
            
            $
            9,211
            
            
            $
            9,450






The
accompanying notes to the unaudited financial statements are an integral part of
these statements.




3





CLASSIC
COSTUME COMPANY, INC. & SUBSIDIARY


(a
development stage company)


CONSOLIDATED
STATEMENTS OF OPERATIONS


(UNAUDITED)




CumulativeTotalsFrom
      Inception(December
      29, 2006)For
      the three months ended:
            
            
            For
      the nine months ended:
            
            
            ThroughSeptember
      30,  2008
            
            
            September
      30, 2007
            
            
            September
      30, 2008
            
            
            September
      30, 2007
            
            
            September
      30, 2008Revenue
            
            $
            -
            
            
            $
            5,686
            
            
            $
            386
            
            
            $
            13,835
            
            
            $
            14,464Costs
      of revenue
            
            
            -
            
            
            
            548
            
            
            
            81
            
            
            
            2,922
            
            
            
            5,764Gross
      profit
            
            
            -
            
            
            
            5,138
            
            
            
            305
            
            
            
            10,913
            
            
            
            8,700General
      and administrative expensesOfficer
      compensation
            
            
            -
            
            
            
            4,440
            
            
            
            -
            
            
            
            4,440
            
            
            
            504,440Legal
      fees
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            107,656
            
            
            
            107,656Audit
      fees
            
            
            4,000
            
            
            
            4,000
            
            
            
            28,000
            
            
            
            7,000
            
            
            
            39,000Amortization
      of intangibles
            
            
            180
            
            
            
            2,780
            
            
            
            540
            
            
            
            8,080
            
            
            
            11,425Printing
            
            
            -
            
            
            
            3,512
            
            
            
            -
            
            
            
            3,512
            
            
            
            3,512Postage
            
            
            -
            
            
            
            1,011
            
            
            
            -
            
            
            
            1,011
            
            
            
            1,431Impairment
      of intangible
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (996
            )Other
            
            
            4
            
            
            
            7,626
            
            
            
            4
            
            
            
            7,917
            
            
            
            10,044Total
      operating expenses
            
            
            4,184
            
            
            
            23,369
            
            
            
            28,544
            
            
            
            139,616
            
            
            
            676,512Loss
      from operations
            
            
            (4,184
            )
            
            
            (18,231
            )
            
            
            (28,239
            )
            
            
            (128,703
            )
            
            
            (667,812
            )Other
      expense:Interest
      expense
            
            
            -
            
            
            
            525
            
            
            
            -
            
            
            
            1,430
            
            
            
            1,833Net
      loss
            
            $
            (4,184
            )
            
            $
            (18,756
            )
            
            $
            (28,239
            )
            
            $
            (130,133
            )
            
            $
            (669,645
            )(Loss)
      per share:Basic
      and diluted earnings (loss) per share
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.01
            )Weighted
      average sharesoutstanding
      - basic and diluted
            
            
            12,957,117
            
            
            
            12,555,117
            
            
            
            12,957,117
            
            
            
            12,623,958




The
accompanying notes to the unaudited financial statements are an integral part of
these statements.




4





CLASSIC COSTUME COMPANY, INC. &
SUBSIDIARY


(a
development stage company)


CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)






Additional
            
            
            
            
            
            TotalPreferred
      Stock
            
            
            Common
      Stock
            
            
            Paid-in
            
            
            Accumulated
            
            
            Stockholders'Shares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            Deficit
            
            
            Equity
      (Deficit)Balance,
              December
      29, 2006
            
            
            -
            
            
            $
            -
            
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Issuance
      of restricted shares toofficer
      @ $0.05 per share
            
            
            -
            
            
            
            -
            
            
            
            10,000,000
            
            
            
            10,000
            
            
            
            490,000
            
            
            
            -
            
            
            
            500,000Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (500,000
            )
            
            
            (500,000
            )Balance,
              December
      31, 2006
            
            
            -
            
            
            
            -
            
            
            
            10,000,000
            
            
            
            10,000
            
            
            
            490,000
            
            
            
            (500,000
            )
            
            
            -Issuance
      of Common Stock forservices
      @ $.05 per share
            
            
            -
            
            
            
            -
            
            
            
            2,153,117
            
            
            
            2,153
            
            
            
            105,503
            
            
            
            -
            
            
            
            107,656Issuance
      of Common Stock to formerstockholders
      of WWR @ $.05 per share
            
            
            -
            
            
            
            -
            
            
            
            201,000
            
            
            
            201
            
            
            
            9,849
            
            
            
            -
            
            
            
            10,050Issuance
      of Common Stock pursuant toprivate
      placement @ $.05 per share
            
            
            -
            
            
            
            -
            
            
            
            603,000
            
            
            
            603
            
            
            
            29,547
            
            
            
            -
            
            
            
            30,150Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (141,406
            )
            
            
            (141,406
            )Balance,
              December
      31, 2007
            
            
            -
            
            
            
            -
            
            
            
            12,957,117
            
            
            
            12,957
            
            
            
            634,899
            
            
            
            (641,406
            )
            
            
            6,450Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (28,239
            )
            
            
            (28,239
            )Balance,
      September  30, 2008 (Unaudited)
            
            
            -
            
            
            $
            -
            
            
            
            12,957,117
            
            
            $
            12,957
            
            
            $
            634,899
            
            
            $
            (669,645
            )
            
            $
            (21,789
            )






The
accompanying notes to the unaudited financial statements are an integral part of
these statements.






5










CLASSIC
COSTUME COMPANY, INC. & SUBSIDIARY


(a
development stage company)


STATEMENTS
OF CASH FLOWS


(UNAUDITED)






CumulativeTotalsFrom
      Inception(December
      29, 2006)For
      the nine months ended
            
            
            ThroughSeptember
      30, 2008
            
            
            September
      30, 2007
            
            
            September
      30, 2008Cash
      flows from operating activities:Net
      loss
            
            $
            (28,239
            )
            
            $
            (130,133
            )
            
            $
            (669,645
            )Adjustments
      to reconcile net loss to netcash
      used in operating activities:Impairment
      of intangible
            
            
            -
            
            
            
            -
            
            
            
            (996
            )Amortization
            
            
            540
            
            
            
            8,080
            
            
            
            11,245Common
      stock issued for services
            
            
            -
            
            
            
            107,656
            
            
            
            607,656Increase
      (decrease) in assets and liabilities:Accounts
      receivable
            
            
            -
            
            
            
            (5,546
            )
            
            
            -Inventories
            
            
            (447
            )
            
            
            (3,255
            )
            
            
            (1,588
            )Accounts
      payable and accrued expenses
            
            
            1,000
            
            
            
            (10,570
            )
            
            
            (8,167
            )Net
      cash used in operating activities
            
            
            (27,146
            )
            
            
            (33,768
            )
            
            
            (61,314
            )Cash
      flows from investing activities:Trademark
      procurement costs
            
            
            -
            
            
            
            (3,100
            )
            
            
            (3,100
            )Net
      cash used in investing activities
            
            
            -
            
            
            
            (3,100
            )
            
            
            (3,100
            )Cash
      flows from financing activities:Cash
      overdraft
            
            
            -
            
            
            
            (10
            )
            
            
            (10
            )Advance
      from shareholder
            
            
            27,000
            
            
            
            7,405
            
            
            
            34,406Proceeds
      from sale of capital stock
            
            
            -
            
            
            
            30,150
            
            
            
            30,150Net
      cash provided by financing activities
            
            
            23,000
            
            
            
            37,545
            
            
            
            64,546Net
      increase (decrease) in cash and cash equivalents
            
            
            (146
            )
            
            
            677
            
            
            
            132Cash
      and cash equivalents - beginning of period
            
            
            278
            
            
            
            -
            
            
            
            -Cash
      and cash equivalents - end of period
            
            $
            132
            
            
            $
            677
            
            
            $
            132Non-Cash
      Investing and Financing Activities:Note
      issued for investment in subsidiary
            
            $
            -
            
            
            $
            30,000
            
            
            $
            30,000Common
      stock issued for investment in subsidiary
            
            $
            -
            
            
            $
            10,050
            
            
            $
            10,050Total
      assets acquired
            
            $
            -
            
            
            $
            5,292
            
            
            $
            5,292Total
      liabilities acquired
            
            $
            -
            
            
            $
            (17,735
            )
            
            $
            (17,735
            )




The
accompanying notes to the unaudited financial statements are an integral part of
these statements.






6





Classic
Costume Company, Inc. and Subsidiary


(a
development stage company)


Notes
to Consolidated Financial Statements


(Unaudited)


Note
1 -Description of Business





Classic
Costume Company, Inc. (“Classic” or “We” or “the Company”) was formed as a
Delaware corporation on December 29, 2006. We are a development stage
corporation formed to produce and market our unique line of historical costumes
and reenactment clothing lines through our website with the registered domain
name of WorldWideRelics.Com.  To date, we have completed our range of
historical uniforms known as “Britain in the 1930’s” and have had commenced
selling these items to the growing market of world wide enthusiasts and
collectors through our internet platform and on eBay Inc. We intend to add new
ranges of product covering the American Civil War reenactment market by
producing a range of high quality uniforms for both the Union and Confederate
Civil War Re-enactor. This range includes both uniforms as well as accoutrements
such as boots, belts and back packs produced to a museum quality standard. The
final business group is the marketing and sale of high quality copies of both
British and German uniforms from both the world wars to satisfy the demand from
the growing re-enactment groups world wide which are principally in
Europe.





On
January 7, 2007, we issued an aggregate of 10,000,000 shares of common stock,
valued at $0.05 per share, to E. Todd Owens for professional services rendered
amounting to $500,000. The issuance of these shares and the related expenses are
reflected in the accompanying financial statements as of December 31,
2006.





On
January 17, 2007, in consideration for 100% of the outstanding shares of World
Wide Relics, Inc. (“WWR”) (a Nevada corporation formed on January 8, 2005), we
issued 201,000 shares of common stock and a promissory note for $30,000 bearing
interest at the rate of 7% and due on March 31, 2008 to the former shareholder
of WWR. The note payable was forgiven by its holder on December 10, 2007. The
accompanying financial statements include the operations of
WWR.  During June 2007 the Company raised a total of $30,150,
representing 603,000 shares, in a public offering.




Note
2 - Summary of Significant Accounting Policies





Basis of
Presentation


The
consolidated financial statements include the accounts of the Classic Costume,
Inc. and its wholly owned subsidiary, World Wide Relics, Inc. All significant
intercompany accounts and transactions have been eliminated in the consolidated
financial statements.





Use of
Estimates


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 the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.





Cash and Cash
Equivalents


The
Company considers all highly liquid debt instruments and other short-term
investments with a maturity of three months or less, when purchased, to be cash
equivalents.





Property and
Equipment


Property
and equipment is stated at cost, less accumulated depreciation. Depreciation is
provided using the straight-line method over the estimated useful lives of the
related assets (primarily three to five years). Leasehold improvements are
amortized over the shorter of the lease term or the estimated useful life. Costs
of maintenance and repairs are charged to expense as incurred.





Inventories


Inventory
is valued at the lower of cost or market and consists of finished goods. The
cost is determined by using the actual amount paid to acquire the
items.








7





Classic Costume Company, Inc.
and Subsidiary


(a
development stage company)


Notes
to Consolidated Financial Statements


(Unaudited)





Note
2 - Summary of Significant Accounting Policies (continued)




Stock Based
Compensation




We
account for the grant of stock options and restricted stock awards in accordance
with SFAS 123R, “Share-Based
Payment, an Amendment of FASB Statement No. 123” (“SFAS 123R”). SFAS 123R
requires companies to recognize in the statement of operations the grant-date
fair value of stock options and other equity based compensation.







Recoverability of Long-Lived
Assets


The
Company reviews the recoverability of its long-lived assets on a periodic basis
whenever events and changes in circumstances have occurred which may indicate a
possible impairment. The assessment for potential impairment is based primarily
on the Company’s ability to recover the carrying value of its long-lived assets
from expected future cash flows from its operations on an undiscounted basis. If
such assets are determined to be impaired, the impairment recognized is the
amount by which the carrying value of the assets exceeds the fair value of the
assets. Property and equipment to be disposed of by sale is carried at the lower
of the then current carrying value or fair value less estimated costs to sell.
Intangible assets with indefinite useful lives are tested for impairment
annually or more frequently if an event indicates that the asset might be
impaired. In accordance with SFAS No. 142, the fair value of these intangible
assets is determined based on a discounted cash flow methodology.





At
December 31, 2007, the Company determined that the intangible asset associated
with the acquisition of World Wide Relics, Inc. was impaired; accordingly, the
unamortized balance of $41,968 was written off.  Further, the seller
of World Wide Relics, Inc. agreed to cancel the purchase note of $30,000 and an
advance from shareholder of $11,130.  Such amounts were netted against
the impairment.





Revenue
Recognition


The  Company   follows  the  guidance  of  the   Securities   and  Exchange
Commission's  Staff  Accounting  Bulletin 104 for
revenue  recognition.  In
general,  the  Company  records  revenue  when  persuasive  evidence  of
an arrangement  exists,  services have
been  rendered,  the sales price to the
customer  is  fixed  or  determinable,  and  collectability  is  reasonably
assured.





Revenues
from services are recognized when the services are performed, evidence of an
arrangement exists, the fee is fixed and determinable and collectability is
probable. In circumstances when these criteria are not met, revenue recognition
is deferred until resolution occurs.





Income
Taxes


The
Company accounts for income taxes utilizing the liability method of accounting.
Under the liability method, deferred taxes are determined based on differences
between financial statement and tax bases of assets and liabilities at enacted
tax rates in effect in years in which differences are expected to reverse.
Valuation allowances are established, when necessary, to reduce deferred tax
assets to amounts that are expected to be realized.




8





Classic
Costume Company, Inc. and Subsidiary


(a
development stage company)


Notes
to Consolidated Financial Statements


(Unaudited)





Note
2 - Summary of Significant Accounting Policies (continued)




Earnings (Loss) Per Share of
Common Stock


The
Company presents basic earnings (loss) per share and, if appropriate, diluted
earnings per share in accordance with SFAS 128, “Earnings Per Share (“SFAS
128”). Under SFAS 128 basic net income (loss) per share is computed by dividing
net income (loss) for the period by the weighted-average number of shares
outstanding during the period. Diluted net income per share is computed by
dividing net income for the period by the weighted-average number of common
share equivalents during the period. There were no unexpired options or warrants
to purchase shares of common stock at September 30, 2008.





Fair Value of Financial
Instruments


The
carrying amounts reported in the consolidated balance sheet for cash, accounts
receivable and payable approximate fair value based on the short-term maturity
of these instruments.





Intangible
Assets





The
Company accounts for intangible assets in accordance with the provisions of SFAS
No. 142, “Goodwill and Other Intangible Assets”, which requires intangible
assets with indefinite useful lives not be amortized, but be tested for
impairment annually or whenever indicators or impairments
arise.  Intangible assets that have finite lives continue to be
amortized over their estimated useful lives.  Our intangible asset
consists of a trademark on the Company’s name and its website.





As of
September 30, 2008 the Company’s identifiable intangible assets subject to
amortization consisted of the following:




September
      30, 2008Intangible
              Assets
            
            
            Accumulated
              AmortizationTrademark
            
            $
            3,100
            
            
            $
            750Total
            
            $
            3,100
            
            
            $
            750




Amortization
of the trademark, recorded on a straight line basis over its estimated useful
life of five years, equaled $465 and $130 for the nine months ended September
30, 2008 and September 30, 2007, respectively.




Shipping
and handling costs





The
Company accounts for shipping and handling costs as a component of “Cost of
Sales”.




Recent
Issued Accounting Standards


In March
2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No.
161, Disclosures about
Derivative Instruments and Hedging Activities, an amendment of FASB Statement
No. 133 , which requires additional disclosures about the objectives of
the derivative instruments and hedging activities, the method of accounting for
such instruments under SFAS No. 133 and its related interpretations, and a
tabular disclosure of the effects of such instruments and related hedged items
on our financial position, financial performance, and cash flows. SFAS No. 161
is effective for the Company beginning January 1, 2009. Management believes
that, for the foreseeable future, this Statement will have no impact on the
financial statements of the Company once adopted.







9





Classic
Costume Company, Inc. and Subsidiary


(a
development stage company)


Notes
to Consolidated Financial Statements


(Unaudited)




Note 2 - Summary of Significant
Accounting Policies (Cont’d)





Recent
Issued Accounting Standards (Cont’d)





FASB
141(revised 2007) – Business Combinations




In
December 2007, the FASB issued FASB Statement No. 141 (revised 2007), Business
Combinations. This Statement replaces FASB Statement No. 141, Business
Combinations. This Statement retains the fundamental requirements in
Statement 141 that the acquisition method of accounting (which Statement
141 called the purchase method) be used for all business combinations and for an
acquirer to be identified for each business combination. This Statement defines
the acquirer as the entity that obtains control of one or more businesses in the
business combination and establishes the acquisition date as the date that the
acquirer achieves control. This Statement’s scope is broader than that of
Statement 141, which applied only to business combinations in which control was
obtained by transferring consideration. By applying the same method of
accounting—the acquisition method—to all transactions and other events in which
one entity obtains control over one or more other businesses, this Statement
improves the comparability of the information about business combinations
provided in financial reports.




This
Statement requires an acquirer to recognize the assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree at the acquisition
date, measured at their fair values as of that date, with limited exceptions
specified in the Statement. That replaces Statement 141’s cost-allocation
process, which required the cost of an acquisition to be allocated to the
individual assets acquired and liabilities assumed based on their estimated fair
values.





FASB 160
– Noncontrolling Interests in Consolidated Financial Statements – an amendment
of ARB No. 51





In
December 2007, the FASB issued FASB Statement No. 160 - Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No. 51. This
Statement applies to all entities that prepare consolidated financial
statements, except not-for-profit organizations, but will affect only those
entities that have an outstanding noncontrolling interest in one or more
subsidiaries or that deconsolidate a subsidiary. Not-for-profit organizations
should continue to apply the guidance in Accounting Research Bulletin No. 51,
Consolidated Financial Statements, before the amendments made by this Statement,
and any other applicable standards, until the Board issues interpretative
guidance.




This
Statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this Statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This Statement improves
comparability by eliminating that diversity.






A
noncontrolling interest, sometimes called a minority interest, is the portion of
equity in a subsidiary not attributable, directly or indirectly, to a parent.
The objective of this Statement is to improve the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require: (a) The ownership interests in subsidiaries held by
parties other than the parent be clearly identified, labeled, and presented in
the consolidated statement of financial position within equity, but separate
from the parent’s equity, (b)  The amount of consolidated net income
attributable to the parent and to the noncontrolling interest be clearly
identified and presented on the face of the consolidated statement of income,
(c)  Changes in a parent’s ownership interest while the parent retains
its controlling financial interest in its subsidiary be accounted for
consistently. A parent’s ownership interest in a subsidiary changes if the
parent purchases additional ownership interests in its subsidiary or if the
parent sells some of its ownership interests in its subsidiary. It also changes
if the subsidiary reacquires some of its ownership interests or the subsidiary
issues additional ownership interests. All of those transactions are
economically similar, and this Statement requires that they be accounted for
similarly, as equity transactions, (d) When a subsidiary is deconsolidated,
any retained noncontrolling equity investment in the former subsidiary be
initially measured at fair value. The gain or loss on the deconsolidation of the
subsidiary is measured using the fair value of any noncontrolling equity
investment rather than the carrying amount of that retained investment, (e)
Entities provide sufficient disclosures that clearly identify and distinguish
between the interests of the parent and the interests of the noncontrolling
owners.




This
Statement is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008 (that is, January 1, 2009, for
entities with calendar year-ends). Earlier adoption is prohibited. This
Statement shall be applied prospectively as of the beginning of the fiscal year
in which this Statement is initially applied, except for the presentation and
disclosure requirements. The presentation and disclosure requirements shall be
applied retrospectively for all periods presented. Management believes this
Statement will have no impact on the financial statements of the Company once
adopted.






10






Classic Costume Company, Inc.
and Subsidiary


(a
development stage company)


Notes
to Consolidated Financial Statements


(Unaudited)





Recent
Issued Accounting Standards (Cont’d)


This
Statement applies to all transactions or other events in which an entity (the
acquirer) obtains control of one or more businesses (the acquirer), including
those sometimes referred to as “true mergers” or “mergers of equals” and
combinations achieved without the transfer of consideration, for example, by
contract alone or through the lapse of minority veto rights. This Statement
applies to all business entities, including mutual entities that previously used
the pooling-of-interests method of accounting for some business combinations. It
does not apply to: (a) The formation of a joint venture, (b) The acquisition of
an asset or a group of assets that does not constitute a business, (c) A
combination between entities or businesses under common control, (d) A
combination between not-for-profit organizations or the acquisition of a
for-profit business by a not-for-profit organization.




This
Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. An entity may not apply it
before that date. Management believes this Statement will have no impact on the
financial statements of the Company once adopted.





Management
does not believe that any recently issued, but not yet effective accounting
pronouncements if currently adopted would have a material effect on the
accompanying consolidated financial statements.




Note
3-Going Concern





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has no operating history nor any
revenues or earnings from operations. Additionally, the Company’s ongoing
expenses, primarily registration, legal accounting costs, have been paid through
funds advanced to it by certain shareholders. The Company intends to resolve its
liquidity problems through pursuing a merger or combination with a profitable
third party buyer. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.





Note
4-Equity Transactions





The
Company was incorporated on December 29, 2006. Upon incorporation, the Company
had authority to issue the following:





Preferred
Stock- 5,000,000 $.001 par value shares.


Common
Stock- 50,000,000 $.001 par value shares.





On
January 7, 2007, the Company issued an aggregate of 10,000,000 shares of common
stock, valued at $0.05 per share, to E. Todd Owens for professional services.
The issuance of these shares is reflected in the Company’s financial statements
as of December 31, 2006.  In January 2007 the Company issued 2,354,117
common shares valued at $0.05 to its lawyers, Sichenzia Ross Friedman Ference
LLP, for legal services rendered.  In June 2007 the Company issued
603,000 shares in a public offering of shares at $.05 per share.





Note
5 – Change of Control of Registrant





On
September 25, 2007 (the “Effective Date”), pursuant to the terms of a Stock
Purchase Agreement, J & J Global Assets Inc. purchased 10,000,000 shares of
the issued and outstanding common stock of Classic Costume Company, Inc. (the
“Company”) from E. Todd Owens, CEO of the Company, for $541,250 in
cash.  Pursuant to the terms of a Securities Purchase Agreement, J
& J Global Assets Inc. also purchased 2,153,117 shares of the issued and
outstanding common stock of the Company, and a Warrant to purchase 15% of the
outstanding shares of common stock of the Company for $108,750 in cash. The
total of 12,153,117 shares represents 94% of the outstanding common stock of the
Company. J & J Global Assets Inc. used personal funds to purchase the shares
of the Company.  As part of the acquisition, and pursuant to the Stock
Purchase Agreement, and Securities Purchase Agreement the following changes to
the Company’s directors and officers have occurred:





o  As
of September 25, 2007, ­ Carl Oberg was appointed to the Board of Directors
of the Company and as the Chief Executive Officer, Principal Financial Officer
and Secretary.


o  E.
Todd Owens then resigned as the Chairman of the Board, Company’s President,
Chief Executive Officer, Secretary, Chief Financial Officer, and
Treasurer.


o  Also,
as of September 25, 2007, E. Todd Owens was appointed as a Company Vice
President.




11





Classic
Costume Company, Inc. and Subsidiaries


(a
development stage company)


Notes
to Consolidated Financial Statements


(Unaudited)





Note
6-Acquisition





On
January 17, 2007, the Company executed and consummated a Stock Purchase
Agreement with the sole shareholders of World Wide Relics, Inc. where the
Company acquired all of the issued and outstanding capital stock of World Wide
Relics, Inc. In consideration for the stock of the Company issued to the former
shareholder of the acquired subsidiary 201,000 shares of the Company’s common
stock and a promissory note for $30,000 bearing interest at the rate of seven
percent, due March 31, 2008.  The note payable was forgiven by its
holder on December 10, 2007.





The
following table summarizes the estimated fair values of the assets and
liabilities assumed at the date of acquisition:




Purchase
      price
            
            $
            40,050Total
      assets
            
            
            (5,292
            )Total
      liabilities
            
            
            17,735Identifiable
      intangible assets
            
            $
            52,493





Amortization
expense for the Company’s intangibles amounted to $0 and $8,080 for the nine
months ended September 30, 2008, and September 30, 2007,
respectively.





The
following unaudited pro forma consolidated results of operations have been
prepared as if the acquisition of World Wide Relics, Inc. had occurred as of the
following period:


September
      30, 2007Net
      revenues
            
            $
            13,835Net
      income applicable to common shareholders
            
            
            9,021Basic
      and diluted net income per share
            
            
            0.00





As of
December 31, 2007, the Company determined that the intangible asset associated
with the acquisition of World Wide Relics, Inc. was impaired; accordingly, the
unamortized balance of $41,968 was written off.  Further, the seller
of World Wide Relics, Inc. agreed to cancel the purchase note of $30,000 and an
advance from shareholder of $11,130.  Such amounts were netted against
the impairment.





12






ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





FORWARD
LOOKING STATEMENTS





Management’s
Discussion and Analysis contains “forward-looking” statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as well as historical information. Although we believe
that the expectations reflected in these forward-looking statements are
reasonable, we can give no assurance that the expectations reflected in these
forward-looking statements will prove to be correct. Forward-looking statements
include those that use forward-looking terminology, such as the words
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,”
“plan,” “will,” “shall,” “should,” and similar expressions, including when used
in the negative. Although we believe that the expectations reflected in these
forward-looking statements are reasonable and achievable, these statements
involve risks and uncertainties and no assurance can be given that actual
results will be consistent with these forward-looking statements. Current
shareholders and prospective investors are cautioned that any forward-looking
statements are not guarantees of future performance. Such forward-looking
statements by their nature involve substantial risks and uncertainties, certain
of which are beyond our control, and actual results for future periods could
differ materially from those discussed in this report, depending on a variety of
important factors, among which are our ability to implement our business
strategy, our ability to compete with major established companies, the
acceptance of our products in our target markets, the outcome of litigation, our
ability to attract and retain qualified personnel, our ability to obtain
financing, our ability to continue as a going concern, and other risks described
from time to time in our filings with the Securities and Exchange Commission.
Forward-looking statements contained in this report speak only as of the date of
this report. Future events and actual results could differ materially from the
forward-looking statements. You should read this report completely and with the
understanding that actual future results may be materially different from what
management expects. We will not update forward-looking statements even though
its situation may change in the future.




INTRODUCTION




The
following discussion and analysis summarizes the significant factors affecting:
(i) our consolidated results of operations for the three months ended September
30, 2008; and (ii) financial liquidity and capital resources.  This
discussion and analysis should be read in conjunction with our consolidated
financial statements and notes included in our most recent Form
10-KSB.





We are a
start-up, development stage company with a limited operating history. We were
initially formed in December 2006 and on January 17, 2007 we acquired World Wide
Relics, Inc. World Wide Relics, Inc. was initially formed in January 2005. The
market for our products sold through the Internet has only recently begun to
develop and is rapidly evolving. Our prospects must be considered in light of
the risks, costs and difficulties frequently encountered by companies in their
early stage of development, particularly companies in the rapidly evolving
Internet market. In order to be successful, we must, among other things,
attract, retain and motivate qualified customers to view our website,
successfully implement our Internet marketing programs, respond to competitive
developments and successfully expand our internal infrastructure, particularly
sales, marketing and administrative personnel and its accounting system. Our
mission is to combine the advantages of online commerce with a superior customer
focus in order to be an authoritative source for authentic and excellent
reproductions of historical memorabilia and clothing. In sum, our goals
are:





1. To
generate maximum sales revenues by offering an extensive range of superior
products to online consumers at competitive prices;




2. To
generate referral and repeat business by offering exceptional service and sales
follow-up to our customers





3. To
maximize the competitive advantage we hold through the sale of quality products
which consumers value.




We have
been working with our Indian supplier to expand our offerings into the American
Civil War re-enactment arena. Our aim is to provide so-called “Reenactors” with
authentic-looking uniforms and regalia (buckles, badges, etc.) at affordable
prices. The following is a description of Civil War Reenactments and our target
market:






13





There are
clubs in the United States, Canada, and even the United Kingdom where
enthusiasts don uniforms and portray life in the Civil War period. American
Civil War reenactments have drawn a fairly sizable following of enthusiastic
participants, of all ages, willing to brave the elements and expend money and
resources in their efforts to duplicate the events down to the smallest recorded
detail. Participants may even attend classes put on by event sponsors where they
learn how to dress, cook, eat, and even "die" just as real Civil War soldiers
would have. Most reenactment have anywhere from 100-1,000 actors, portraying
either Union or Confederate infantry, artillery, or cavalry forces. To date the
biggest Civil War reenactment was the 135th Gettysburg (1998), which had over
41,000 reenactors and a crowd of over 45,000 watching.





Reasons
given for taking part in such activities differ. Some partakers are interested
in getting a historical standpoint on the turbulent times that gripped the
nation, particularly if they can trace their ancestry back to those who fought
in the war. Others participate merely for the escapism that such events offer.
Some commentators have suggested that Southerners are drawn to these activities
for political reasons, because they represent a rejection of the North. Often,
however, this is a false stereotype. In fact, some are Northerners that may have
been "sympathetic" to the Southerners, who are often outnumbered in events in
the North. In some cases if there are not enough Union soldiers present,
Confederate soldiers are asked to switch sides for the day/event. There are
thought to be three types of Reenactors:




·
            Farbs - are reenactors
      who spend relatively little of their time or money maintaining
      authenticity with regard to uniforms, accessories, or even period
      behavior. ‘Farb’ is derived from the German "farben" which means to make
      or to manufacture; others contend that the term stems from the phrase,
      "far be it from me to criticize, but look at that...” These people are
      self-made Union or Confederate soldiers, wearing modern-day sunglasses,
      wristwatches, eyeglasses and the like as they exercise their impression of
      soldiers of the period. They are content to wear their grey polyester work
      trousers and grey work shirt with their name tag stitches removed, and any
      old-looking hat when they are Confederate soldiers; and they wear pretty
      much anything blue when they are Union soldiers. They all too often
      disregard the direction of their officers and fail to maintain the orderly
      behavior in drill and on the field which would have been common during the
      War, displaying not an independent spirit but an undisciplined, unruly,
      and rude spirit. Farbs might march out into a Reenactment wearing blue
      jeans and boots, for example. Some think the origin of the word is a
      truncated version of "Far be it from authentic." An alternative definition
      is "Far be it for me to question his
  impression".





·
            Authentics —are
      re-enactors on the opposite end of the spectrum from Farbs. They try to
      recreate life in the Civil war to the fullest, researching details of
      material goods and operations in a quest for accuracy. Often they will
      nitpick every detail of authenticity, to the point where they are known as
      a "thread counter", a person who criticizes other people because they are
      even slightly off from authentic.





·
            Mainstreamer —the last
      type of reenactor really doesn't have an official label, but is often
      called the "Mainstreamer." These reenactors are somewhere between farb and
      authentic. They are more common than either farbs or
      authentics.




Our
financial statements are prepared in accordance with U.S. generally accepted
accounting principles and we have expensed all development expenses related to
the establishment of the company.




CRITICAL ACCOUNTING
POLICIES





Our
financial statements are prepared in accordance with accounting principles
generally accepted in the United States, which require management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements, the disclosure of
contingent assets and liabilities and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. The critical accounting policies that affect our more significant
estimates and assumptions used in the preparation of our financial statements
are reviewed and any required adjustments are recorded on a monthly
basis.





Revenue
Recognition





Revenue
is recognized when products are shipped or services are rendered.




14





CRITICAL
ACCOUNTING POLICIES (Cont’d.)








Website
Development Costs





Website
development costs consist principally of outside consultants and related
expenses.  We follow the provisions of Emerging Issues Task Force
(“EITF”) Issue No. 00-2, “Accounting for Website Development Costs,” which
provides guidance in accounting for costs incurred to develop a
website.  Our website is being continually changed on a regular basis
as the business model continues to evolve.  Accordingly, due to the
uncertainty of our future products, these costs are expensed as incurred and are
included in website development costs.





Research
and Development





Research
and development costs are charged to expense as incurred.





Stock
Based Compensation





As
permitted under Statement of Financial Accounting Standard ("SFAS") No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure" ("SFAS
148"), which amended SFAS No. 123, "Accounting for Stock-Based Compensation"
("SFAS 123"), we have elected to continue to follow the intrinsic value method
in accounting for its stock-based employee compensation arrangements as defined
by Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock
Issued to Employees," and related interpretations including "Financial
Accounting Standards Board Interpretation No. 44, Accounting for Certain
Transactions Involving Stock Compensation," an interpretation of APB No. 25. No
stock-based employee compensation cost is reflected in net income, as all
options granted under those plans had an exercise price equal to the market
value of the underlying common stock on the date of grant.





New
Accounting Pronouncements





In March
2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No.
161, Disclosures about
Derivative Instruments and Hedging Activities, an amendment of FASB Statement
No. 133 , which requires additional disclosures about the objectives of
the derivative instruments and hedging activities, the method of accounting for
such instruments under SFAS No. 133 and its related interpretations, and a
tabular disclosure of the effects of such instruments and related hedged items
on our financial position, financial performance, and cash flows. SFAS No. 161
is effective for the Company beginning January 1, 2009. Management believes
that, for the foreseeable future, this Statement will have no impact on the
financial statements of the Company once adopted.





FASB
141(revised 2007) – Business Combinations




In
December 2007, the FASB issued FASB Statement No. 141 (revised 2007), Business
Combinations. This Statement replaces FASB Statement No. 141, Business
Combinations. This Statement retains the fundamental requirements in
Statement 141 that the acquisition method of accounting (which Statement
141 called the purchase method) be used for all business combinations and for an
acquirer to be identified for each business combination. This Statement defines
the acquirer as the entity that obtains control of one or more businesses in the
business combination and establishes the acquisition date as the date that the
acquirer achieves control. This Statement’s scope is broader than that of
Statement 141, which applied only to business combinations in which control was
obtained by transferring consideration. By applying the same method of
accounting—the acquisition method—to all transactions and other events in which
one entity obtains control over one or more other businesses, this Statement
improves the comparability of the information about business combinations
provided in financial reports.




This
Statement requires an acquirer to recognize the assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree at the acquisition
date, measured at their fair values as of that date, with limited exceptions
specified in the Statement. That replaces Statement 141’s cost-allocation
process, which required the cost of an acquisition to be allocated to the
individual assets acquired and liabilities assumed based on their estimated fair
values.





15





New
Accounting Pronouncements (Cont’d.)





This
Statement applies to all transactions or other events in which an entity (the
acquirer) obtains control of one or more businesses (the acquirer), including
those sometimes referred to as “true mergers” or “mergers of equals” and
combinations achieved without the transfer of consideration, for example, by
contract alone or through the lapse of minority veto rights. This Statement
applies to all business entities, including mutual entities that previously used
the pooling-of-interests method of accounting for some business combinations. It
does not apply to: (a) The formation of a joint venture, (b) The acquisition of
an asset or a group of assets that does not constitute a business, (c) A
combination between entities or businesses under common control, (d) A
combination between not-for-profit organizations or the acquisition of a
for-profit business by a not-for-profit organization.





This
Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. An entity may not apply it
before that date. Management believes this Statement will have no impact on the
financial statements of the Company once adopted.





FASB 160
– Noncontrolling Interests in Consolidated Financial Statements – an amendment
of ARB No. 51





In
December 2007, the FASB issued FASB Statement No. 160 - Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No. 51. This
Statement applies to all entities that prepare consolidated financial
statements, except not-for-profit organizations, but will affect only those
entities that have an outstanding noncontrolling interest in one or more
subsidiaries or that deconsolidate a subsidiary. Not-for-profit organizations
should continue to apply the guidance in Accounting Research Bulletin No. 51,
Consolidated Financial Statements, before the amendments made by this Statement,
and any other applicable standards, until the Board issues interpretative
guidance.




This
Statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this Statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This Statement improves
comparability by eliminating that diversity.





A
noncontrolling interest, sometimes called a minority interest, is the portion of
equity in a subsidiary not attributable, directly or indirectly, to a parent.
The objective of this Statement is to improve the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require: (a) The ownership interests in subsidiaries held by
parties other than the parent be clearly identified, labeled, and presented in
the consolidated statement of financial position within equity, but separate
from the parent’s equity, (b)  The amount of consolidated net income
attributable to the parent and to the noncontrolling interest be clearly
identified and presented on the face of the consolidated statement of income,
(c)  Changes in a parent’s ownership interest while the parent retains
its controlling financial interest in its subsidiary be accounted for
consistently. A parent’s ownership interest in a subsidiary changes if the
parent purchases additional ownership interests in its subsidiary or if the
parent sells some of its ownership interests in its subsidiary. It also changes
if the subsidiary reacquires some of its ownership interests or the subsidiary
issues additional ownership interests. All of those transactions are
economically similar, and this Statement requires that they be accounted for
similarly, as equity transactions, (d)  When a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value. The gain or loss on the
deconsolidation of the subsidiary is measured using the fair value of any
noncontrolling equity investment rather than the carrying amount of that
retained investment, (e) Entities provide sufficient disclosures that clearly
identify and distinguish between the interests of the parent and the interests
of the noncontrolling owners.




This
Statement is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008 (that is, January 1, 2009, for
entities with calendar year-ends). Earlier adoption is prohibited. This
Statement shall be applied prospectively as of the beginning of the fiscal year
in which this Statement is initially applied, except for the presentation and
disclosure requirements. The presentation and disclosure requirements shall be
applied retrospectively for all periods presented. Management believes this
Statement will have no impact on the financial statements of the Company once
adopted.





Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date are
not expected to have a material impact on the consolidated financial statements
upon adoption.





Seasonality
of Business





We expect
there to be subject to some seasonal fluctuations in its operating results, with
revenues in November and December and other popular shopping holidays expected
to be higher because of relationship of purchasing gifts and needed items for
friends and family members being specifically associated with these
occasions.




16


RESULTS OF
OPERATIONS





Quarter Ended September 30,
2008. The Company’s sales for the nine months ended September 30, 2008,
equaled $386, as compared to sales for $13,835 for the comparable period last
year.  The cost of sales for the nine months ended September 30, 2008,
equaled $81, as compared to the cost of sales equaling $2,922 for the comparable
period last year.   The Company continued its development of its
uniform product line, and it managed to procure original metal dies used to make
authentic historic uniform belt buckles from a firm in Birmingham,
England.




ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.





ITEM 4T. CONTROLS AND
PROCEDURES





As of the
end of the period covered by this report, Mr. Oberg, who serves as both the
Chief Executive Officer and Chief Financial Officer (the “Officer”), conducted
an evaluation of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")). Based upon this evaluation, the Officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act are recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange Commission's
rules and forms.





In
addition, no change in our internal control over financial reporting occurred
during the fiscal quarter ended September 30, 2008 that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.





PART
II: OTHER INFORMATION




ITEM
1. LEGAL PROCEEDINGS





None.





ITEM 1A. RISK
FACTORS.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.





ITEM 2 - UNREGISTERED SALES
OF EQUITY SECURITIES AND USE OF PROCEEDS





None.





ITEM
3.  DEFAULTS
UPON SENIOR SECURITIES





None.





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





None.




ITEM
5.  OTHER
INFORMATION





None.




17





ITEM 6.
EXHIBITS




Exhibit No.
            
            Exhibit3.1
            
            Articles
      of Incorporation (1)3.2
            
            Bylaws
      (1)5.01
            
            Changes
      in control of registrant (2)5.02
            
            Departure
      of directors or principal officers; election of directors; appointment of
      principal officers. (2)31.1
            
            Rule 13a-14(a)/15d-14(a)
      certification of Certificate of Chief Executive Officer
  *31.2
            
            Rule 13a-14(a)/15d-14(a)
      certification of Certificate of Chief Financial Officer
  *32.1
            
            Section
      1350 Certification of Principal Executive Officer. *32.2
            
            Section
      1350 Certification of Principal Financial Officer.
  *


———————


*filed
      herewith




(1)
            Incorporated
      by reference to the registration statement on Form SB-2 as filed on
      May 8, 2007.





(2)
            Incorporated
      by reference to the Current Report on Form 8-K as filed on
      October 1, 2007.





18









SIGNATURES







In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.




CLASSIC
      COSTUME, INCNovember
      12, 2008
            By:
            /s/ Carl
      ObergCarl
      ObergChief
      Executive Officer, President, Secretary, Chief Financial Officer,
      Treasurer, Principal Accounting Officer and Director













19