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 March 31, 2009
 
 [   ]
 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)
 
 DELAWARE
              000-142704
              20-8317658(STATE
      OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
              (COMMISSION
      FILE NO.)
              (IRS
      EMPLOYEE IDENTIFICATION NO.)
 
 1903
North Barnes Ave
 Springfield
Mo. 65803
 (ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
 
 417-866-6565
 (ISSUER
TELEPHONE NUMBER)
 
 1202
Lexington Avenue, Apt. 104
 New York,
NY 10028
 504-737-3854
 (FORMER
NAME OR FORMER ADDRESS, 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 March 31,
2009 was 12,957,117.
  Transitional
Small Business Disclosure Format (check one): Yes [  ] No
[X]
 
 
 1
 
 
 
   
 CLASSIC
COSTUME COMPANY, INC.
 (a
development stage company)
  Page
      NumberPART 1 – Financial
      InformationItem 1 – Unaudited Financial
      Information:Balance
      Sheet as of March 31, 2009 (Unaudited) and December 31,
    2008
                    
                    
                    3Statements
      of Operations for the Three Months Ended March 31, 2009 and 2008
      (Unaudited) and from Inception (December 29, 2006), to March 31, 2009
      (Unaudited)
                    
                    
                    4Statement
      of Changes in Stockholders’ Equity (Deficit) (Unaudited)
                    
                    
                    5Statements
      of Cash Flows for the Three Months Ended March 31, 2009 and 2008
      (Unaudited) and from Inception (December 29, 2006) to March 31, 2009
      (Unaudited)
                    
                    
                    6Notes
      to Unaudited Financial Statements
                    
                    
                    7-12Item 2 - Management’s Discussion and
      Analysis or Plan ofOperation
                    
                    
                    13-14Item 3 - Quantitative and Qualitative
      Disclosures About Market Risk
                    
                    
                    14Item
      4T - Controls and
      Procedures
                    
                    
                    14PART
      II - Other
      Information (Items 1-6)
                    
                    
                    14-15
   2
     CLASSIC COSTUME COMPANY, INC. &
SUBSIDIARY
 (a
development stage company)
 CONSOLIDATED
BALANCE SHEETS
  March
      31, 2009 (UN-AUDITED)
                              
                              
                              December
      31, 2008
                                (AUDITED)ASSETSCURRENT
      ASSETSAssets
      from discontinued operations
                              
                              $
                              -
                              
                              
                              $
                              8,363Total
      current assets
                              
                              
                              -
                              
                              
                              
                              8,363OTHER
      ASSETSIntangibles
                              
                              
                              -
                              
                              
                              
                              2,195Total
      assets
                              
                              $
                              -
                              
                              
                              $
                              10,558LIABILITIES
      AND STOCKHOLDERS' EQUITY  (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
                              
                              $
                              23,085
                              
                              
                              $
                              20,000Advance
      from shareholder
                              
                              
                              37,039
                              
                              
                              
                              37,039Total
      current liabilities
                              
                              
                              60,124
                              
                              
                              
                              57,039STOCKHOLDERS' 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
                              
                              
                              642,399
                              
                              
                              
                              642,399Deficit
      accumulated during the development stage
                              
                              
                              (715,480
                              )
                              
                              
                              (701,837
                              )Total
      stockholders' equity (deficit)
                              
                              
                              (60,124
                              )
                              
                              
                              (46,481Total
      liabilities and stockholders' equity (deficit)
                              
                              $
                              -
                              
                              
                              $
                              10,558
    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)
 STATEMENTS
OF OPERATIONS
 (UNAUDITED)
   CumulativeTotalsFrom
      InceptionFor the three
                                        
                                        
                                        For the three
                                        
                                        
                                        (December
      29,months ended
                                        
                                        
                                        months ended
                                        
                                        
                                        2006)
      ThroughMarch
      31, 2009
                                        
                                        
                                        March
      31, 2008
                                        
                                        
                                        March
      31, 2009Revenue
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -Cost
      of revenue
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Gross
      profit
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -General
      and administrative expensesOfficer
      compensation
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        504,440Legal
      and profesional fees
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        115,156Audit
      fees
                                        
                                        
                                        2,500
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        61,500Amortization
      of intangibles
                                        
                                        
                                        2,195
                                        
                                        
                                        
                                        20,000
                                        
                                        
                                        
                                        13,800Printing
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        3,512Office
      and administrative
                                        
                                        
                                        585
                                        
                                        
                                        
                                        155
                                        
                                        
                                        
                                        16,235Impairment
      of intangible
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (996
                                        )Interest
      expense
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1,833Total
      operating expenses
                                        
                                        
                                        5,280
                                        
                                        
                                        
                                        20,155
                                        
                                        
                                        
                                        715,480Loss
      from continuing operations
                                        
                                        
                                        (5,280
                                        )
                                        
                                        
                                        (20,155
                                        )
                                        
                                        
                                        (715,480
                                        )Discontinued
      operations, net of tax:Income
      (loss) from operations
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (25
                                        )
                                        
                                        
                                        8,363Loss
      on disposal of subsidiary
                                        
                                        
                                        (8,363
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (8,363
                                        )Total
      loss from discontinued operations
                                        
                                        
                                        (8,363
                                        )
                                        
                                        
                                        (25
                                        )
                                        
                                        
                                        -Net
      loss
                                        
                                        $
                                        (13,643
                                        )
                                        
                                        $
                                        (20,180
                                        )
                                        
                                        $
                                        (715,480
                                        )(Loss)
      per share:Basic
      and diluted earnings (loss) per share
                                        
                                        $
                                        (0.00
                                        )
                                        
                                        $
                                        (0.00
                                        )Weighted
      average sharesoutstanding
      - basic and diluted
                                        
                                        
                                        12,957,117
                                        
                                        
                                        
                                        12,957,117
  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)
 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
                            )
                            
                            
                            6,450Capital
      Contribution
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            7,500
                            
                            
                            
                            -
                            
                            
                            
                            7,500Net
      loss
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (60,431
                            )
                            
                            
                            (60,431
                            )Balance,
      December  31, 2008
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            12,957,117
                            
                            
                            
                            12,957
                            
                            
                            
                            642,399
                            
                            
                            
                            (701,837
                            )
                            
                            
                            (46,481
                            )Net
      loss
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (13,643
                            )
                            
                            
                            (13,643
                            )Balance, March 31, 2009
      (Unaudited)
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            12,957,117
                            
                            
                            $
                            12,957
                            
                            
                            $
                            642,399
                            
                            
                            $
                            (715,480
                            )
                            
                            $
                            (60,124
                            )
    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 three months ended
                          
                          
                          ThroughMarch
      31, 2009
                          
                          
                          March
      31, 2008
                          
                          
                          March
      31, 2009Cash
      flows from operating activities:Net
      loss
                          
                          $
                          (13,643
                          )
                          
                          $
                          (20,180
                          )
                          
                          $
                          (715,480
                          )Adjustments
      to reconcile net loss to netcash
      used in operating activities:Impairment
      of intangible and amortization
                          
                          
                          2,195
                          
                          
                          
                          155
                          
                          
                          
                          3,100Common
      stock issued for services
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          617,706Increase
      in assets and liabilities:Accounts
      payable and accrued expenses
                          
                          
                          3,085
                          
                          
                          
                          -
                          
                          
                          
                          23,085Net
      cash used in continuing activities
                          
                          
                          (8,363
                          )
                          
                          
                          (20,025
                          )
                          
                          
                          (71,589
                          )Loss
      from discontinued operations
                          
                          
                          8,363
                          
                          
                          
                          25
                          
                          
                          
                          -Net
      cash used in operating activities
                          
                          
                          -
                          
                          
                          
                          (20,000
                          )
                          
                          
                          (71,589
                          )Cash
      flows from investing activities:Trademark
      procurement costs
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (3,100
                          )Net
      cash used in investing activities
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (3,100
                          )Cash
      flows from financing activities:Advance
      from shareholder
                          
                          
                          -
                          
                          
                          
                          20,000
                          
                          
                          
                          37,039Capital
      contribution
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          7,500Proceeds
      from sale of capital stock
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          30,150Net
      cash provided by financing activities
                          
                          
                          -
                          
                          
                          
                          20,000
                          
                          
                          
                          74,689Net
      increase (decrease) in cash and cash equivalents
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Cash
      and cash equivalents - beginning of period
                          
                          
                          -
                          
                          
                          
                          4
                          
                          
                          
                          -Cash
      and cash equivalents - end of period
                          
                          $
                          -
                          
                          
                          $
                          4
                          
                          
                          $
                          -Supplemental
      disclosures of cash flow informationCash
      paid for income taxes
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Cash
      paid for interest
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
      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 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.   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 that was subsequently forgiven.  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.
 
 As
explained in Note 5, on February 5, 2009, the Company’s Board of Directors
resolved to spin-off the its wholly owned subsidiary, World Wide Relics, Inc., a
Nevada corporation, to shareholders of record on November 1, 2008 (the “Record
Date”).  Shareholders as of the Record Date shall receive one share of
World Wide Relics, Inc. for each two shares held in the Company on the Record
Date.  The spin off is to be effectuated with the filing of a
Registration Statement on Form S-1 with the Securities and Exchange
Commission.
 
  Note
2 - Summary of Significant Accounting Policies
 
 Basis of
Presentation
 The
interim financial information as of March 31, 2009 and for the three month
periods ended March 31, 2009 and 2008 has been prepared without audit, pursuant
to the rules and regulations of the United States Securities and Exchange
Commission (the “SEC”). Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although we believe that the disclosures made are adequate to
provide for fair presentation. These financial statements should be read in
conjunction with the financial statements and the notes thereto, included in our
Annual Report on Form 10-K for the year ended December 31, 2008, previously
filed with the SEC.
 
 In the
opinion of management, all adjustments (which include normal recurring
adjustments) necessary to present a fair statement of our financial position as
of March 31, 2009, results of operations for the three months ended March 31,
2009 and 2008, and cash flows for the three months ended March 31, 2009 and
2008, have been made. The results of operations for the three months ended March
31, 2009 are not necessarily indicative of the operating results that may be
expected for the full fiscal year or any future periods.
 
 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.
  
 7
   Classic Costume Company, Inc.
and Subsidiary
 (a
development stage company)
 Notes
to Financial Statements
 (Unaudited)
 
 Note
2 - Summary of Significant Accounting Policies (continued)
 
 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.
  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.
 
  
 8
  
 
 Classic
Costume Company, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Financial Statements
 (Unaudited)
 
 Note
2 - Summary of Significant Accounting Policies (continued)
  Income
Taxes
 The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes ("SFAS No.109"). SFAS No.109
requires the recognition of deferred tax assets and liabilities for both the
expected impact of differences between the financial statements and tax basis of
assets and liabilities, and for the expected future tax benefit to be derived
from tax loss carry-forwards. SFAS No. 109 additionally requires the
establishment of a valuation allowance to reflect the likelihood of realization
of deferred tax assets. Deferred income taxes are determined using the
liability method for the temporary differences between the financial reporting
basis and income tax basis of the Company’s assets and liabilities. Deferred
income taxes are measured based on the tax rates expected to be in effect when
the temporary differences are included in the Company’s tax return. Deferred tax
assets and liabilities are recognized based on anticipated future tax
consequences attributable to differences between financial statement carrying
amounts of assets and liabilities and their respective tax bases. The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes ("SFAS No.109"). SFAS No.109
requires the recognition of deferred tax assets and liabilities for both the
expected impact of differences between the financial statements and tax
basis of assets and liabilities, and for the expected future tax benefit to be
derived from tax loss carry-forwards. SFAS No. 109 additionally requires the
establishment of a valuation allowance to reflect the likelihood of realization
of deferred tax assets.
  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 March 31, 2009.
 
 Fair Value of Financial
Instruments
 The
carrying amounts reported in the 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 a
result of the divestiture of World Wide Relics, Inc., the Company wrote off the
value of its trade mark.
  Shipping
and handling costs
 
 The
Company accounts for shipping and handling costs as a component of “Cost of
Sales”.
  
  
 9
 
  
  Classic
Costume Company, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Financial Statements
 (Unaudited)
  Note
2 - Summary of Significant Accounting Policies (Cont’d)
 
 Recent Issued Accounting
Standards
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff
Position (“FSP”) APB 14-1, Accounting for Convertible Debt Instruments That May
Be Settled in Cash upon Conversion (Including Partial Cash
Settlement).  FSP APB 14-1 clarifies that convertible debt instruments
that may be settled in cash upon either mandatory or optional conversion
(including partial cash settlement) are not addressed by paragraph 12 of APB
Opinion No. 14, Accounting for Convertible Debt and Debt issued with Stock
Purchase Warrants.  Additionally, FSP APB 14-1 specifies that issuers
of such instruments should separately account for the liability and equity
components in a manner that will reflect the entity’s nonconvertible debt
borrowing rate when interest cost is recognized in subsequent
periods.  FSP APB 14-1 is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years.  We will adopt FSP APB 14-1 beginning in the first
quarter of fiscal 2010, and this standard must be applied on a retrospective
basis.  We are evaluating the impact the adoption of FSP APB 14-1 will
have on our consolidated financial position and results of
operations.
 
 In May
2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No.
162, The Hierarchy of Generally Accepted Accounting Principles.  This
standard is intended to improve financial reporting by identifying a consistent
framework, or hierarchy, for selecting accounting principles to be used in
preparing financial statements that are presented in conformity with generally
accepted accounting principles in the United States for non-governmental
entities.  SFAS No. 162 is effective 60 days following approval by the
U.S. Securities and Exchange Commission (“SEC”) of the Public Company Accounting
Oversight Board’s amendments to AU Section 411, The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles.  We do not
expect SFAS No. 162 to have a material impact on the preparation of our
consolidated financial statements.
 
 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.
 
 Management
does not believe that any recently issued, but not effective accounting
pronouncements if currently adopted would have a material effect on the
accompanying consolidated financial statements.
   
 10
    Classic Costume Company, Inc.
and Subsidiary
 (a
development stage company)
 Notes
to Financial Statements
 (Unaudited)
 
  Note
3-Going Concern
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has a limited operating history
and currently is without 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.
 
  
 11
 
  
 Classic
Costume Company, Inc. and Subsidiaries
 (a
development stage company)
 Notes
to Financial Statements
 (Unaudited)
 
 Note
5 – Acquisition and Divestiture of Subsidiary
 
 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
 
 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.
 
  On
February 5, 2009, the Board of Directors of the Registrant resolved to spin-off
the Registrant’s wholly owned subsidiary, World Wide Relics, Inc., a Nevada
corporation, to shareholders of record on November 1, 2008 (the “Record
Date”).  Shareholders as of the Record Date shall receive one share of
World Wide Relics, Inc. for each two shares held in the Registrant on the Record
Date.  The spin off is to be effectuated with the filing of a
Registration Statement on Form S-1 with the Securities and Exchange
Commission.
  Subsequent
Event
 
 The
Company filed with the Secretary of the State of Delaware in April 2009 to
increase the authorized capital of the Corporation to be 105,000,000 (One
Hundred Five Million), consisting of 100,000,000 (One Hundred Million) shares of
common stock, par value of $0.001 and 5,000,000 (Five Million) shares of
preferred stock, par value of $0.001 per shares.
 
 Furthermore,
the shares of common stock currently issued is to be split forward at a ratio of
seven (7) new shares for each one (1) old share, with the par value remaining at
$.001 per share.
 
 
 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 results of operations for the three months ended March 31, 2009; and
(ii) financial liquidity and capital resources.  This discussion and
analysis should be read in conjunction with our 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. As
explained previously, the Board of Directors decided on February 5, 2009, that
it was in the best interests of the Company to spin-off World Wide Relics, Inc.,
its wholly owned subsidiary, and for the Company to pursue other
opportunities.  Currently, we are seeking other business
opportunities, but there can be no assurance that such opportunities will be
identified, capitalized upon, or result in any profits.
  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
 
 A summary
of significant accounting policies is included in Note 2 of the unaudited
financial statements included in this Annual Report. Management believes that
the application of these policies on a consistent basis enables us to provide
useful and reliable financial information about our operating results and
financial condition. Our financial statements and accompanying notes are
prepared in accordance with U.S. generally accepted accounting principles
(“GAAP”). Preparing financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenue, and expenses. These estimates and assumptions are affected by
management's application of accounting policies.
  RESULTS OF OPERATIONS
 Quarter Ended March 31,
2009.  Total expenses during the three month periods ended
March 31, 2009 and March 31, 2008, were $5,280 and $20,155.
   13
  
 
 RESULTS
OF OPERATIONS (Cont’d.)
 
 Liquidity
and Capital Resources
  As of
March 31, 2009, our cash on hand was and total assets were $0 and total current
liabilities amounted to $60,124, including an advance from shareholders of
$37,039. As of March 31, 2009 a total stockholders deficit was
($60,124).  Until the company achieves a net positive cash flow from
operations, we are dependent on Officers of the Company to advance us sufficient
funds to continue operations.  We may seek additional capital to fund
potential costs associated with expansion and/or acquisitions. We believe that
future funding may be obtained from public or private offerings of equity
securities, debt or convertible debt securities or other sources. Stockholders
should assume that any additional funding will likely be
dilutive.  Accordingly, our officers, directors and other affiliates
are not legally bound to provide funding to us. Because of our limited
operations, if our officers and directors do not pay for our expenses, we will
be forced to obtain funding. We currently do not have any arrangements to obtain
additional financing from other sources. In view of our limited operating
history, our ability to obtain additional funds is limited. Additional financing
may only be available, if at all, upon terms which may not be commercially
advantageous to us.
  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. Spaniak, 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 March 31, 2009 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.







14








ITEM
5.  OTHER
INFORMATION





None.






ITEM 6.
EXHIBITS


The following documents are
filed as a part of this report or are incorporated by reference to previous
filings, if so indicated:







Exhibit
      No.
                  
                  Exhibit3.1
                  
                  Articles
      of Incorporation (1)3.2
                  
                  Bylaws
      (1)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












15











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, INCMay
      14, 2009
              By:
              /s/ Gary
      SpaniakGary
      SpaniakChief
      Executive Officer, President, Secretary, Chief Financial Officer,
      Treasurer, Principal Accounting Officer and Director