**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





FORM
        10-QSB/A1





(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, 2007





OR





o
            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**
              (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 Exchange Act during the past 12 months (or for the 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 o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).




Yes x No o





The
        number of shares of the Registrant’s Common Stock outstanding as of July 30,
        2007 was 12,354,117.





Transitional
      Small Business Disclosure Format (Check
      one): YesoNox











**FORM
      10-QSB**


INDEX





PagePART
                I: FINANCIAL INFORMATION
            3ITEM
                1. FINANCIAL STATEMENTS
            3Consolidated
                Balance Sheet (Unaudited)
            3Consolidated
                Statements of Operations (Unaudited)
            4Consolidated
                Statement of Changes in Stockholders’ Equity (Unaudited)
            5Consolidated
                Statements of Cash Flows (Unaudited)
            6Notes
                to Consolidated Financial Statements (Unaudited)
            7ITEM
                2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATION
            12ITEM
                3. CONTROLS AND PROCEDURES
            16PART
                II. OTHER INFORMATION
            16ITEM
                1. LEGAL PROCEEDINGS
            16ITEM
                2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
                PROCEEDS
            16ITEM
                3. DEFAULTS UPON SENIOR SECURITIES
            17ITEM
                4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            17ITEM
                5. OTHER INFORMATION
            17ITEM
                6. EXHIBITS
            17SIGNATURES
            17










**Introductory
      Note**





**Caution
      Concerning Forward-Looking Statements**





This
      Report and our other communications and statements may contain “forward-looking
      statements,” including statements about our beliefs, plans, objectives, goals,
      expectations, estimates, projections and intentions. These statements are
      subject to significant risks and uncertainties and are subject to change based
      on various factors, many of which are beyond our control. The words “may,”
“could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,”
“intend,” “plan,” “target,” “goal,” and similar expressions are intended to
      identify forward-looking statements. All forward-looking statements, by their
      nature, are subject to risks and uncertainties. Our actual future results may
      differ materially from those set forth in our forward-looking statements.
      Forward-looking statements include, but are not limited to, statements
      about:





·
            our
                expectations regarding our expenses and revenue;·
            our
                anticipated cash needs and our estimates regarding our capital
                requirements and our needs for additional financing;·
            plans
                for future products, for enhancements of existing products and for
                development of new technologies;·
            our
                anticipated growth strategies;·
            existing
                and new customer relationships;·
            our
                technology strengths;·
            our
                intellectual property, third-party intellectual property and claims
                related to infringement thereof;·
            anticipated
                trends and challenges in our business and the markets in which we
                operate;·
            and
                sources of new revenue.





For
      information concerning these factors and related matters, please read our
      prospectus and our SB-2 Registration Statement. However, other factors besides
      those referenced could adversely affect our results, and you should not consider
      any such list of factors to be a complete set of all potential risks or
      uncertainties. Any forward-looking statements made by us herein speak as of
      the
      date of this Quarterly Report. We do not undertake to update any forward-looking
      statement, except as required by law.







**PART
      I: FINANCIAL INFORMATION**


**ITEM
      1.**  **FINANCIAL
      STATEMENTS**








**CLASSIC
                COSTUME COMPANY, INC. & SUBSIDIARY****(a
                development stage company)****CONSOLIDATED
                BALANCE SHEET****MARCH
                31, 2007****(UNAUDITED)**





**ASSETS****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              $
              696Inventory,
                  net
              
              
              2,883Total
                  current assets
              
              
              3,579**OTHER
                  ASSETS**Capitalized
                  software costs, net
              
              
              275Intangible
              
              
              49,868Total
                  assets
              
              $
              53,722**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES**Accounts
                  payable and accrued expenses
              
              $
              3,380Advance
                  from shareholder
              
              
              11,130Note
                  payable
              
              
              30,000Total
                  current liabilities
              
              
              44,510**STOCKHOLDERS'
                  EQUITY**Preferred
                  stock, $.001 par value, 5,000,000 sharesauthorized,
                  no shares issued and outstanding
              
              
              -Common
                  stock, $.001 par value, 50,000,000 sharesauthorized,
                  12,354,117 issued and outstanding
              
              
              12,354Additional
                  paid-in capital
              
              
              605,352Deficit
                  accumulated during the development stage
              
              
              (608,494
              )Total
                  stockholders' equity
              
              
              9,212Total
                  liabilities and stockholders' equity
              
              $
              53,722




*See
      accompanying notes to unaudited consolidated financial
      statements.*










**CLASSIC
                COSTUME COMPANY, INC. & SUBSIDIARY****(a
                development stage company)****CONSOLIDATED
                STATEMENTS OF OPERATIONS****(UNAUDITED)**





**For
                the three months ended**
            
            **From
                Inception (December 27, 2006) Through****March
                31, 2007**
            
            **March
                31, 2007****Revenue**
            
            $
            7,476
            
            $
            7,476**Costs
                of revenue**
            
            
            2,194
            
            
            2,194Gross
                profit
            
            
            5,282
            
            
            5,282**Operating
                expenses**Officer
                compensation
            
            
            -
            
            
            500,000Legal
                fees
            
            
            107,656
            
            
            107,656Auditing
                fees
            
            
            3,000
            
            
            3,000Amortization
                of intangibles
            
            
            2,650
            
            
            2,650Bank
                charges
            
            
            68
            
            
            68Other
            
            
            22
            
            
            22Marketing
                fees
            
            
            -
            
            
            -**Total
                operating expenses**
            
            
            113,396
            
            
            613,396**Income
                (loss) before other expense**
            
            
            (108,114
            )
            
            (608,114
            )**Other
                expense**Interest
                expense
            
            
            380
            
            
            380**Total
                other expense**
            
            
            380
            
            
            380**Net
                income (loss)**
            
            
            (108,494
            )
            
            (608,494
            )**Loss
                per common share - basic and diluted**
            
            $
            (0.01
            )
            $
            (0.05
            )**Number
                of common shares outstanding -****basic
                and diluted**
            
            
            12,354,117
            
            
            12,354,117




*See
      accompanying notes to unaudited consolidated financial
      statements.*










**CLASSIC
                COSTUME****COMPANY****,
                INC. & SUBSIDIARY****(a
                development stage company)****CONSOLIDATED
                STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY****FOR
                THE PERIOD ENDED MARCH 31, 2007****(UNAUDITED)**











**Additional**
            
            
            
            **Total****Preferred
                Stock**
            
            **Common
                Stock**
            
            **Paid-in**
            
            **Accumulated**
            
            **Stockholders’****Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**
            
            **Capital**
            
            **Deficit**
            
            **Equity**Balance,
                December 27, 2006
            
            
            -
            
            $
            -
            
            
            10,000,000
            
            $
            10,000
            
            $
            490,000
            
            $
            (500,000
            )
            $
            -Issuance
                of Common Stock for Services
            
            
            -
            
            
            -
            
            
            2,153,117
            
            
            2,153
            
            
            105,503
            
            
            -
            
            
            107,656Issuance
                  of Common Stock to Former Stockholders ofWorld Wide Relics,
                  Inc.
            
            
            -
            
            
            -
            
            
            201,000
            
            
            201
            
            
            9,849
            
            
            -
            
            
            10,050Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (108,494
            )
            
            (108,494
            )Balance,
                March 31, 2007
            
            
            -
            
            $
            -
            
            
            12,354,117
            
            $
            12,354
            
            $
            605,352
            
            $
            (608,494
            )
            $
            9,212


*See
      accompanying notes to unaudited consolidated financial
      statements*










**CLASSIC
                COSTUME****COMPANY****,
                INC. & SUBSIDIARY****(a
                development stage company)****UNAUDITED
                CONSOLIDATED STATEMENTS OF CASH
                FLOWS**


**(UNAUDITED)**


**From
                Inception****For
                the three**
            
            **(December
                27, 2006)****Months
                Ended**
            
            **to****March
                31, 2007**
            
            **March
                31, 2007**Cash
                flows from operating activities:Net
                income (loss)
            
            $
            (108,494
            )
            $
            (608,494
            )Adjustments
                to reconcile net loss to netcash
                provided by (used in) operating activities:Amortization
            
            
            2,650
            
            
            2,650Common
                stock issued for services
            
            
            107,656
            
            
            607,656(Increase)
                decrease in assets and liabilities:Inventory
            
            
            2,109
            
            
            (2,109
            )Account
                payable and accrued expenses
            
            
            (10,620
            )
            
            (10,620
            )Net
                cash used in operating activities
            
            
            (6,699
            )
            
            (6,699
            )Cash
                flows from financing activities:Increase
                in cash overdraft
            
            
            (10
            )
            
            (10
            )Advance
                from shareholder
            
            
            7,405
            
            
            7,405Proceeds
                from sale of capital stock
            
            
            -
            
            
            -Net
                cash provided by financing activities
            
            
            7,395
            
            
            7,395Net
                increase in cash and cash equivalents:
            
            
            696
            
            
            696Cash
                and cash equivalents - beginning of period
            
            
            -
            
            
            -Cash
                and cash equivalents - end of period
            
            $
            696
            
            $
            696Supplemental
                disclosures of cash flow information:Cash
                paid for income taxes
            
            $
            -
            
            $
            -Cash
                paid for interest
            
            $
            -
            
            $
            -Non-Cash
                Investing and Financing Activities:Note
                issued for investment in subsidiary
            
            $
            30,000
            
            $
            -Common
                stock issued for investment in subsidiary
            
            $
            10,050
            
            $
            -Total
                assets of subsidiary acquired
            
            $
            5,292
            
            $
            -Total
                liabilities of subsidiary acquired
            
            $
            (17,735
            )
            $
            -


*See
      accompanying notes to unaudited consolidated financial
      statements*









**Classic
      Costume Company, Inc. and Subsidiaries**


**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 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 accompanying financial statements include the operations of
      WWR.




**Note
      2 - Summary of Significant Accounting Policies**





**Basis
      of Presentation**


The
      Company, under the rules and regulations of the Securities and Exchange
      Commission, has prepared the unaudited consolidated financial statements. The
      accompanying consolidated financial statements contain all normal recurring
      adjustments, which are, in the opinion of management, necessary for the fair
      presentation of such financial statements. The year-end balance sheet data
      was
      derived from the audited financial statements, but does not include all
      disclosures required by accounting principles generally accepted in the United
      States of America. These unaudited consolidated financial statements should
      be
      read in conjunction with the financial statements and notes for the Company
      included in our SB-2 Registration Statement filed for the period ended December
      31, 2006. Interim results of operations for the periods presented may not
      necessarily be indicative of the results to be expected for the full
      year.





**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**


Inventories
      are stated at the lower of average cost or market and consist of finished
      goods.









**Classic
      Costume Company, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**(Unaudited)**





**Note
      2 - Summary of Significant Accounting Policies (continued)**




**Stock
      Based Compensation**


In
      December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which
      replaces SFAS No. 123 and supersedes Accounting Principles Board (“APB”) Opinion
      No. 25. Under SFAS No. 123(R), companies are required to measure the
      compensation costs of share-based compensation arrangements based on the
      grant-date fair value and recognize the costs in the financial statements over
      the period during which employees are required to provide services. Share-based
      compensation arrangements include stock options, restricted share plans,
      performance-based awards, share appreciation rights and employee share purchase
      plans. In March 2005 the SEC issued Staff Accounting Bulletin No. 107, or “SAB
      107”. SAB 107 expresses views of the staff regarding the
      interaction between SFAS No. 123(R) and certain SEC rules and regulations
      and provides the staff's views regarding the valuation of share-based payment
      arrangements for public companies. SFAS No. 123(R) permits public companies
      to
      adopt its requirements using one of two methods. On April 14, 2005, the
      U.S. Securities and Exchange Commission (the “SEC”) adopted a new rule amending
      the compliance dates for SFAS 123R. Companies may elect to apply this statement
      either prospectively, or on a modified version of retrospective application
      under which financial statements for prior periods are adjusted on a basis
      consistent with the pro forma disclosures required for those periods under
      SFAS
      No. 123. Effective January 1, 2006, the Company has adopted SFAS No. 123(R)
      under the prospective method.





**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.





**Revenue
      Recognition**


Revenues
      from services are recognized when the services are performed, evidence of an
      arrangement exists, the fee is fixed and determinable and collectibility 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.





**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, 2007.





**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.









**Classic
      Costume Company, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**(Unaudited)**





**Note
      2 - Summary of Significant Accounting Policies (continued)**





**Recent
      Issued Accounting Standards**  ****


In
      February 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      155, *Accounting
      for Certain Hybrid Financial Instruments - an amendment of FASB Statements
      No.
      133 and 140* . This
      statement permits fair value remeasurement for any hybrid financial instrument
      that contains an embedded derivative that otherwise would require bifurcation;
      clarifies which interest-only strips and principal-only strips are not subject
      to the requirements of Statement 133; establishes a requirement to evaluate
      interests in securitized financial assets that are freestanding derivatives
      or
      that are hybrid financial instruments that contain an embedded derivative
      requiring bifurcation; clarifies that concentrations of credit risk in the
      form
      of subordination are not embedded derivatives; and amends Statement 140 to
      eliminate the prohibition on a qualifying special-purpose entity from holding
      a
      derivative financial instrument that pertains to a beneficial interest other
      than another derivative instrument. This Statement is effective for all
      financial instruments acquired or issued after the beginning of an entity’s
      first fiscal year that begins after September 15, 2006. The Company does not
      expect the adoption of Statement 155 to materially effect the Company’s
      financial position or results of operations.





In
      March
      2006, the FASB issued Statement of Financial Accounting Standards No. 156, *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities* . This
      Statement requires an entity to recognize a servicing asset or servicing
      liability each time it undertakes an obligation to service a financial asset
      by
      entering into a service contract; requires all separately recognized servicing
      assets and servicing liabilities to be initially measured at fair value, if
      practicable; permits an entity to choose either the amortization method or
      fair
      value measurement method for each class of separately recognized servicing
      assets and servicing liabilities; and requires separate presentation of
      servicing assets and servicing liabilities subsequently measured at fair value
      in the statement of financial position and additional disclosures for all
      separately recognized servicing assets and servicing liabilities. The Company
      does not expect to be impacted by the adoption of SFAS 156, which will be
      effective for fiscal years beginning after September 15, 2006.





In
      June
      2006, the FASB issued Financial Interpretation No. 48, *Accounting
      for Uncertainty in Income Taxes - an Interpretation of FASB Statement No.
      109* . This
      interpretation prescribes a recognition threshold and measurement attribute
      for
      the financial statement recognition and measurement of a tax position taken
      or
      expected to be taken in a tax return. The evaluation of a tax position in
      accordance with this interpretation is a two step process. The first step is
      recognition: The enterprise determines whether it is more likely than not that
      a
      tax position will be sustained upon examination, including resolution of any
      related appeals or litigation processes, based on the technical merits of the
      position. In evaluating whether a tax position has met the more-likely-than-not
      recognition threshold, the enterprise should presume that the position will
      be
      examined by the appropriate taxing authority that would have full knowledge
      of
      all relevant information. The second step is measurement: A tax position that
      meets the more-likely-than-not recognition threshold is measured to determine
      the amount of benefit to recognize in the financial statements. The tax position
      is measured at the largest amount of benefit that is greater than 50 percent
      likely of being realized upon ultimate settlement. This interpretation is
      effective for fiscal years beginning after December 15, 2006. The Company does
      not expect the adoption of FIN 48 to materially effect the Company’s financial
      position or results of operations.




In
      September, 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      157, *Fair
      Value Measurements* . This
      Statement defines fair value, establishes a framework for measuring fair value
      in generally accepted accounting principals (GAAP), and expands disclosures
      about fair value measurements. The definition of fair value retains the exchange
      price notion in earlier definitions of fair value. The exchange price is the
      price in an orderly transaction between market participants to sell the asset
      or
      transfer the liability in the market in which the reporting entity would
      transact for the asset or liability. Fair value is a market-based measurement,
      not an entity-specific measurement. Therefore, a fair value measurement should
      be determined based on the assumptions that market would use in pricing the
      asset or liability. This Statement expands disclosures about the use of fair
      value to measure assets and liabilities in interim and annual periods subsequent
      to initial recognition. The disclosures focus on the inputs used to measure
      the
      fair value and the effect of the measurements on earnings. This Statement is
      effective for financial statements issued for fiscal years beginning after
      November 15, 2007. The Company does not expect the adoption of SFAS 157 to
      materially effect the Company’s financial position or results of
      operations.











**Classic
      Costume Company, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**(Unaudited)**




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





**Recent
      Issued Accounting Standards (Cont’d)**  ****





In
      September, 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      158, *Employers’
      Accounting for Defined Benefit Pension and Other Postretirement Plans - an
      Amendment of FASB Statements No. 87, 88, 106, and 132(R)* . This
      Statement improves financial reporting by requiring an employer to recognize
      the
      overfunded or underfunded status of a defined benefit postretirement plan (other
      than a multiemployer plan) as an asset or liability in its statement of
      financial position and to recognize changes in that funded status in the year
      in
      which the changes occur through comprehensive income of a business entity or
      changes in the unrestricted net assets of a not-for-profit organization. This
      Statement also requires an employer to measure the funded status of a plan
      as of
      the date of its year-end statement of financial position, with limited
      exceptions. An employer with publicly traded equity securities is required
      to
      initially recognize the funded status of a defined benefit post-retirement
      plan
      and to provide the required disclosures as of the end of the fiscal year ending
      after December 15, 2006. As the Company does not currently have a defined
      benefit post-retirement plan, it does not expect to be impacted by the adoption
      of FAS 158.





In
      December 2006, the FASB approved FASB Staff Position (FSP) No. EITF 00-19-2,
      "Accounting for Registration Payment Arrangements" ("FSP EITF 00-19-2"), which
      specifies that the contingent obligation to make future payments or otherwise
      transfer consideration under a registration payment arrangement, whether issued
      as a separate agreement or included as a provision of a financial instrument
      or
      other agreement, should be separately recognized and measured in accordance
      with
      SFAS No. 5, "Accounting for Contingencies". FSP EITF 00-19-2 also requires
      additional disclosure regarding the nature of any registration payment
      arrangements, alternative settlement methods, the maximum potential amount
      of
      consideration and the current carrying amount of the liability, if any. The
      guidance in FSP EITF 00-19-2 amends FASB Statements No. 133, "Accounting for
      Derivative Instruments and Hedging Activities", and No. 150, "Accounting for
      Certain Financial Instruments with Characteristics of both Liabilities and
      Equity", and FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure
      requirement for Guarantees, Including Indirect Guarantees of Indebtedness of
      Others", to include scope exceptions for registration payment arrangements.
      FSP
      EITF 00-19-2 is effective immediately for registration payment arrangements
      and
      the financial instruments subject to those arrangements that are entered into
      or
      modified subsequent to the issuance date of this FSP, or for financial
      statements issued for fiscal years beginning after December 15, 2006, and
      interim periods within those fiscal years, for registration payment arrangements
      entered into prior to the issuance date of this FSP. The Company is currently
      evaluating the impact, if any, on the Company's financial position, results
      of
      operations or cash flows.





In
      February 2007, the FASB issued Statement of Financial Accounting Standards
      No.
      159, *The
      Fair Value Option for Financial Assets and Financial Liabilities - Including
      an
      amendment of FASB Statement No. 115* . This
      Statement permits entities to choose to measure many financial instruments
      and
      certain other items at fair value. The objective is to improve financial
      reporting by providing entities with the opportunity to mitigate volatility
      in
      reported earnings caused by measuring related assets and liabilities differently
      without having to apply complex hedge accounting provisions. This Statement
      applies to all entities, including not-for-profit organizations. Most of the
      provisions of this Statement apply only to entities that elect the fair value
      option. However, the amendment to FASB Statement No. 115, *Accounting
      for Certain Investments in Debt and Equity Securities* ,
      applies to all entities with available-for-sale and trading securities. The
      fair
      value option permits all entities to choose to measure eligible items at fair
      value at specified election dates.





A
      business entity shall report unrealized gains and losses on items for which
      the
      fair value option has been elected in earnings (or another performance indicator
      if the business entity does not report earnings) at each subsequent reporting
      date. The fair value option may be applied instrument by instrument (with a
      few
      exceptions); is irrevocable (unless a new election date occurs); and is applied
      only to entire instruments and not to portions of instruments.




This
      Statement is effective as of the beginning of an entity’s first fiscal year that
      begins after or before November 15, 2007, provided the entity also elects to
      apply the provisions of FASB Statement No. 157, *Fair
      Value Measurement* . The
      Company does not expect the adoption of SFAS 159 to materially effect the
      Company’s financial position or results of operations.




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.









**Classic
      Costume Company, Inc. and Subsidiaries**


**Notes
      to Consolidated 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 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
      Company issued 2,354,117 common shares to its lawyers, Sichenzia Ross Friedman
      Ference LLP, for legal services rendered.





On
      January 17, 2007, in consideration for the stock of World Wide, the Company
      issued 201,000 shares of common stock, valued at $.05 per share, to the former
      shareholder of World Wide Relics, Inc.





**Note
      5-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
      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 $2,650 for the three months
      ended March 31, 2007.




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:





March
                31, 2006Net
                revenues
            
            $
            763Net
                loss applicable to common shareholders
            
            $
            (2,212
            )Basic
                and diluted net loss per share
            
            $
            0.00


**Note
      6-Subsequent Events**




On
      May
      15, 2007, the Company’s SB-2 registration statement for selling up to a total of
      2,000,000 shares of common stock to be offered and issued directly by the
      Company and 201,000 shares of common stock to be offered by a selling
      shareholder in an initial public stock offering at a selling price of $.05
      per
      share was declared effective.


**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.









**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
      (Cont’d)**





**INTRODUCTION**




The
      following discussion and analysis summarizes the significant factors affecting:
      (i) our consolidated results of operations for the three months ended March
      31,
      2007; 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 this Form 10-QSB.





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, if any, 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.





For
      the
      first quarter of 2007 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:





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".










**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
      (Cont’d)**





**INTRODUCTION
      (Cont’d)**





·
            **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.




***Types
      of Civil War reenactments***




There
      are
      four main categories of Civil War reenacments.




**Living
      histories**




Living
      histories are meant entirely for the education of the public. Such events do
      not
      necessarily have a mock battle but instead are aimed at portraying the life,
      and
      more importantly the lifestyle, of the average Civil War soldier. This does
      include civilian reenacting, a growing trend. Occasionally, a spy trial is
      recreated, too. More common are weapons demonstration, however.




**Public
      demonstrations**




Public
      demonstrations are smaller mock battles put on by reenacting organizations
      and/or private parties primarily to show the public how people in the 1860s
      lived, and to show the public civil war battles. The battles are often only
      loosely based on actual battles.




**Tactical
      battles**




Tactical
      battles are battles that are generally not open to the public. Tactical battles
      are fought like real battles with both sides coming up with strategies and
      tactics to beat their opponents. Since there is no script, the battle tends
      follow the same course an original battle might. Winning or losing is determined
      by referees, sometimes called "angles of death", who determine the effectiveness
      of the tactics used and the casualties inflicted.




**Scripted
      battles**




Scripted
      battles are larger battles, and are usually fought either at the original battle
      ground, or at a place very similar to the original. In scripted battles, the
      battles are planned out beforehand so that the companies and regiments make
      the
      same actions that were taken in the original battles. As growing numbers of
      reenactors begin to attend events, the tendency is toward scripted battles
      simply due to safety and logistics concerns as well as the enjoyment of the
      spectators and those involved.




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.





**Results
      of Operations**





**Quarter
      Ended March 31, 2007.** Unless
      otherwise noted, references to 2007 represent the three-month period ended
      March
      31, 2007.





**Product
      Sales and Cost of Product Sales.** In 2007,
      82% of sales came from sales of badges and patches from existing inventory,
      and
      our gross margin was 70.6%. The Company has continued to sell out of existing
      inventory, as well as handling a number of custom orders. Historically the
      majority of our customers have been European, but over the past year we are
      getting more American sales.







**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
      (Cont’d)**





**Product
      Sales and Cost of Product Sales (Cont’d)**





Presented
      below is a breakdown of items sold for 2007:




First
                Qtr 2007 Sales**Belts
                & Buckles**
            
            $
            340
            
            
            4
            %**Uniforms**
            
            
            722
            
            
            10
            %**Badges
                and Patches**
            
            
            6,124
            
            
            82
            %**Brassards
                & Armbands**
            
            
            216
            
            
            3
            %**Other**
            
            
            74
            
            
            1
            %**Total**
            
            $
            7,476
            
            
            100
            %




**Selling,
      General and Administrative Expenses**




Administrative
      fees were mainly professional fees. The Company follows the provisions of SFAS
      No. 141, "Business Combinations" ("SFAS 141"), which requires all business
      combinations to be accounted for using the purchase method. Additionally,
      acquired intangible assets are separately recognized if the benefit of the
      intangible asset is obtained through contractual or other legal rights, or
      if
      the intangible asset can be sold, transferred, licensed, rented, or exchanged,
      regardless of the acquirer's intent to do so.





The
      Company also follows the provisions of Statement of Financial Accounting
      Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). As
      required by SFAS 142, the Company has completed certain impairment tests for
      its
      recorded goodwill. These tests include determining the fair value of the
      Company's single reporting unit, as defined by SFAS 142, and comparing it to
      the
      carrying value of the net assets allocated to the reporting unit. Goodwill
      will
      be tested for impairment annually at December 31 or more frequently when events
      or circumstances indicate that impairment may have occurred. At March 31, 2007
      no intangibles were impaired or written down.




**Liquidity
      and Capital Resources**





**General**




Our
      principal use of cash in our operating activities has historically been for
      inventory and selling, general and administrative expenses.  Our principal
      source of liquidity has historically been from financing activities.  We
      intend to raise funds through debt and equity offerings of which none are
      guaranteed.





**Application
      of Critical Accounting Policies**





We
      utilize certain accounting policies and procedures to manage changes that occur
      in our business environment that may affect accounting estimates made in
      preparation of our financial statements. These estimates relate primarily to
      our
      allowance for doubtful accounts receivable and the recognition and measurement
      of potential impairment on long-lived and intangible assets. Our strategy for
      managing doubtful accounts includes stringent, centralized credit policies
      and
      collection procedures for all customer accounts. We utilize a credit risk rating
      system in order to measure the quality of individual credit transactions. We
      strive to identify potential problem receivables early, take appropriate
      collection actions, and maintain adequate reserve levels. Management reviews
      its
      long-lived and intangible assets for impairment whenever changes in
      circumstances or other events indicate potential impairment. Management has
      determined that the allowance for doubtful accounts and impairment losses are
      adequate at March 31, 2007.




**Off-Balance
      Sheet Arrangements**





We
      do not
      currently have any off-balance sheet arrangements that have or are reasonably
      likely to have a current or future effect on our financial condition, changes
      in
      financial condition, revenues or expenses, results of operations, liquidity,
      capital expenditures or capital resources that are material to our
      stockholders.







**ITEM
      3**  **.
      CONTROLS AND PROCEDURES**





As
      of the
      end of the period covered by this report, our sole executive officer that 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, 2007 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
      2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS**





On
      January 7, 2007, the Company issued an aggregate of 10,000,000 shares of common
      stock, valued at $0.05 per share, the initial public offering price per share
      as
      stated in Note 4, to E. Todd Owens for professional services.





The
      Company issued 2,354,117 common shares to its lawyers, Sichenzia Ross Friedman
      Ference LLP, for legal services rendered.





The
      Company issued 201,000 common shares to the former shareholder of World Wide
      Relics in consideration of all of the issued and outstanding shares of World
      Wide Relics.




All
      of
      the above offerings and sales were deemed to be exempt under rule 506 of
      Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No
      advertising or general solicitation was employed in offering the securities.
      The
      offerings and sales were made to a limited number of persons, all of whom were
      accredited investors, business associates of the Company or executive officers
      of the Company, and transfer was restricted by the Company in accordance with
      the requirements of the Securities Act of 1933. In addition to representations
      by the above-referenced persons, we have made independent determinations that
      all of the above-referenced persons were accredited or sophisticated investors,
      and that they were capable of analyzing the merits and risks of their
      investment, and that they understood the speculative nature of their investment.
      Furthermore, all of the above-referenced persons were provided with access
      to
      our Securities and Exchange Commission filings.








**ITEM
      3.****DEFAULTS
      UPON SENIOR SECURITIES**





None




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





None





**ITEM
      5.****OTHER
      INFORMATION**




None.




**ITEM
      6****.
      EXHIBITS**





Exhibit
                No.
            Description
                of Exhibit3.1
            Certificate
                of Incorporation of the Company (1)3.2
            By-laws
                of the Company (1)4.1
            Common
                Stock Purchase Warrant issued to Sichenzia Ross Friedman Ference
                LLP
                (1)10.1
            Stock
                Purchase Agreement entered between the Company and Western Securities
                Corp. (1)10.2
            Note
                Payable to Western Securities Corp. (1)14.1
            Code
                of Ethics. (1)21.1
            List
                of Subsidiaries of the Company. (1)31.1
            Certification
                of Chief Executive Officer and Chief Financial Officer Pursuant to
                Securities Exchange Act Rule 13a-14(a)/15d-14(a)32.1
            Certification
                of Chief Executive Officer and Chief Financial Officer Pursuant to
                Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section
                1350







(1)
            Incorporated
                by reference to the Form SB-2 Registration Statement filed with the
                Securities and Exchange Commission on May 8,
                2007.












**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, INC.**




**Signature**
              **Title**
              **Date**/s/
                  E. Todd Owens
                
                E.
                  Todd Owens
              Chief
                  Executive Officer, President, Secretary, Chief Financial Officer,
                  Treasurer, Principal Accounting Officer and Director
              July
                  31, 2007