UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549


_________________




FORM 10-K


(Mark One)


x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934





For
the fiscal year ended December 31, 2008.




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





For
the transition period from to .





Commission
File Number 333-45678





CLASSIC
COSTUME COMPANY, INC.


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





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





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


(Address
of principal executive offices)




646-259-1009


(Issuer’s
telephone number)





Securities registered pursuant
      to Section 12(b) of the Act: None
              
              Securities
      registered pursuant to Section 12(g) of the Act: Common Stock, Par
      Value 0.001




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. Yes o No x




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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 o




Indicate
by check mark if disclosure of delinquent filers pursuant to Rule 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.:




Large
      Accelerated Filer o
            
            Accelerated
      Filer o
            
            Smaller
      Reporting Companyx
            
            Non-Accelerated
      Filer   o(Do
      not check of a smaller reporting
company)




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
issuer’s revenues for its most recent fiscal year ended December 31, 2008, were
$2,886.





As of
March 31, 2009, the aggregate market value of shares of the issuer’s common
stock held by non-affiliates was approximately $40,200. Shares of the issuer’s
common stock held by each executive officer and director have been excluded in
that such persons may be deemed to be affiliates of the issuer. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.















CLASSIC
COSTUME COMPANY, INC.


(a
development stage company)




PagePart
      IITEM
      1
                  Business
                  4ITEM
      1A
                  Risk
      Factors
                  6ITEM
      1B
                  Unresolved
      Staff Comments
                  12ITEM
      2
                  Properties
                  12ITEM
      3
                  Legal
      Proceedings
                  13ITEM
      4
                  Submission
      of Matters to a Vote of the Security Holders
                  13Part
      IIITEM
      5
                  Market
      for Common Equity, Related Stockholder Matters and  Issuer Purchase
      of Equity Securities
                  13ITEM
      6
                  Selected
      Financial Data
                  13ITEM
      7
                  Management’s
      Discussion and Analysis of Financial  Condition and Results of
      Operations
                  14ITEM
      7A
                  Quantitative
      and Qualitative Disclosures About Market  Risks
                  17ITEM
      8
                  Financial
      Statements and Supplementary Data
                  F-1ITEM
      9
                  Changes
      in and Disagreements With Accountants on  Accounting and Financial
      Disclosure
                  17ITEM
      9A (T)
                  Controls
      and Procedures
                  18ITEM
      9B
                  Other
      Information
                  19Part
      IIIITEM
      10
                  Directors,
      Executive Officers and Corporate Governance
                  19ITEM
      11
                  Executive
      Compensation
                  20ITEM
      12
                  Security
      Ownership of Certain Beneficial Owners and  Management and Director
      Independence
                  2121ITEM
      13
                  Certain
      Relationships and Related Transactions
                  21ITEM
      14
                  Principal
      Accountant Fees and Services
                  22ITEM
      15
                  Exhibit,
      Financial Statement Schedules
                  22









2









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. 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 Annual Report. We do
not undertake to update any forward-looking statement, except as required by
law.








3








PART I





ITEM
1.   BUSINESS





General





History
of the Company





Initially,
World Wide Relics, Inc. was incorporated on January 8, 2005, as a Nevada
corporation under the name, World Wide Relics, Inc.  On January 15, 2006,
World Wide Relics, Inc sold to Western Securities 1,000,000 shares of common
stock par value $0.001 for net consideration of $1,000. In January 2007, Western
Securities sold the 1,000,000 shares of World Wide Relics, Inc. in exchange for
201,000 shares of common stock in Classic Costume Company, Inc and a note for
$30,000 from Classic Costume Company, Inc., a newly organized Delaware
Corporation pursuant to a Plan of Sale (the “Plan”). Classic Costume Company,
Inc. was incorporated in January 2007, and World Wide remains as a wholly owned
subsidiary of Classic Costume Company, Inc.





Overview





We
are a development stage corporation formed to produce and market our unique line
of historical costumes and reenactment clothing lines, and through our website
with the registered domain name of WorldWideRelics.Com. The website is inactive
as of March 31, 2009, as we are updating it and adding new
features.  To date, we have completed our range of political uniforms
known as “Britain in the 1930’s” and have had reasonable success selling these
items to the growing market of world wide enthusiasts and collectors. We intend
to add new ranges of product covering the 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 that are appearing world wide.





Enthusiasts
can shop from their computers. A virtual store will exist on that portion of the
Internet known as the World Wide Web. You get to the store by entering its Web
address, called a "universal resource locator, ("URL"), into a Web browser.
 We registered and trademarked our website domain name,
“worldwiderelics.com.”





Once
a product is selected for purchase, through our “shopping cart”, a form will be
presented to you on the screen with the description and availability of the
product, shipping times or any delays, payment information. Payment methods will
include: a. selecting a telephone number to call and place your order, (b)
E-mail to transmit credit card or electronic funds transfer ("ETF") or (c) pay
through a secured a Secured Electronic Transfer, ("SET").





Whether
the customer purchases something or not, before leaving the store, the customers
will be asked if they would like to leave their E-mail address and hopefully
some personal information about themselves in order to be notified about any new
product lines as they become available.





Business
Plan Implementation




We plan
to promote the public’s interest in visiting our internet store through several
methods:





·
            We
      intend to attend various types of consumer trade shows to place our
      products for sale, to collect names for a mailing of our catalog and other
      promotional information relating to our website and to direct customers to
      our website for access to our full product
  lines.





·
            We
      will be producing CD ROM's containing information about us, the store,
      samples of titles with good resolution images and other interesting
      stories and information about our origin and our products. We will list
      our URL with the various Web search engines such as Google, Yahoo,
      etc.










4




ITEM
1.        BUSINESS (Cont’d.)


Business
Plan Implementation (Cont’d.)





·
            We
      will encourage visitors to visit our internet store and leave their E-mail
      address and any other personal information obtainable to build a data base
      of shoppers from which to send notices of sales, availability of desired
      merchandise or any other enticement to get the shopper back to return to
      our Web Site or recommend it to
others.




·
            We
      plan to begin a process of enabling multi lingual wording of our
      products and internet store to encourage foreign visitors to visit
      us.





·
            We
      intend to utilize radio advertising to advertise our website
      “worldwiderelics.com”.





·
            We
      intend to establish E-stores with Ebay and Amazon.com in addition to
      Yahoo.com.





The
Technology





We
are using UJNA International to manufacture our product line. UJNA International
is a well established provider of historical costumes having provided to such
media organizations as ABC and numerous film companies. They offer an eclectic
range of goods from Civil Re-enactment supplies through to full uniforms for
those who re-enact battle scenes. UJNA International has interests in tannery
facilities and a textile mill based in the surrounds of Kampoor in Southern
India. By virtue of economies of scale they are able to produce, dye and cut
small production runs of cotton or woolen cloth that would be impossible to
replicate in the west on a cost efficient basis.




UJNA
International offers Classic Costume Company the most effective point of sale
systems to fulfill the amateur re-enactors needs. Once our website is active
customers may download a measurement chart from the website of www.worldwiderelics.com, so the amateur
enthusiast is able to email his or her measurements to the dedicated email
address and make a credit card payment through Pay Pal. Upon receipt of this
information the measurements are formatted and emailed to UJNA International for
fulfillment. Within ten days the finished product is drop shipped from Kanpoor
in India direct to the purchaser.




As
the Internet has become more complex, more easily accessed, and more plentiful
in rich media, it has increasingly become a destination for those wanting to
purchase leisure goods. Historically hobby re-enactor enthusiasts were limited
on the availability of products such as uniforms and accoutrements. Usually they
were advertised through magazines that covered the relevant history periods such
as Civil War Times or
at yearly re-enactment gatherings. Most products were in standard sizes so any
purchases by the enthusiast resulted in considerable home tailoring and size
re-adjustment. By using the internet platform provided by our company the hobby
re-enactor is guaranteed that providing he follows the measuring instructions he
will receive a perfectly fitting period costume with the correct
feel.





Because
UJNA International uses cheap labor that stitches by hand all products offered
are all but indistinguishable from period articles. As the costs of low volume
production in India are a fraction of the costs in the United States, Classic
Costume is able to deliver the product and still make a profit since the margin
after shipping costs is relatively high.





Products





We
intend to manufacture and sell a range of historical costumes to the amateur
re-enactor. To date, we have completed a range known as ‘Britain in the 1930’s’
and consists of museum quality bespoke copies of various political uniforms worn
in Great Britain in the 1930’s. This line includes emblematic belts, shirts and
other paraphernalia content before the Second World War.





We
are also developing in conjunction with UJNA International and range of museum
quality copies of Civil War uniforms covering both Confederate and Union forces.
In conjunction with this launch we will be releasing a complete film company
quality range of uniforms from the both World War One and Two to cater to the
growing market of re-enactors and living history groups that cover these periods
of history.







5




ITEM
1.        BUSINESS (Cont’d.)





Merchandising
and Internet/Direct Commerce





Our
retail merchandising and Internet/Direct Commerce businesses will becompeting in
the consumer products and specialty retail businesses as well as the electronic
commerce industry, all of which are highly competitive. The leading competitors
of our merchandising business include brick and mortar re-enactment resource
stores, businesses that have been long established and known in re-enactment
circles, and such Internet sites offering related products such as Ebay.com. We
compete on the basis of our content, the quality, uniqueness, price and
assortment of our products, service to customers and proprietary customer lists
developed through direct contact with potential customers at militaria
shows.





Competition





We
face competition in every area of our existing and proposed businesses from
other companies that have set up Web Sites to offer re-enactment products
for sale at competitive prices. The competitors are broken down by product
segmentation into three key areas. Those selling civil war re-enactment supplies
such as uniforms and period weapons, etc.; those selling services such as
costume hire and retired film company props. The third segment is those internet
stores selling a range of civil war, Second World War surplus to the
re-enactment enthusiast.





Amongst
the competitors is Fall Creek Suttlery, Inc, www.fcsutler.com,
founded in 2003. The range of uniform products on offer gives some idea of the
market size. A typical civil war style uniform jacket is offered for sale at
$149.




Mercury
Supply Company of Livingston, Texas offers an online catalogue and is a pure
e-commerce business. Again the company is privately held so no figures are
available for turnover of profitability. The average cost of reenactment
uniforms for both North and South is around $250.





The
following are some of the other competitors in the market: www.tombstoneoutfitters.com,
www.ccsutlery
whilst World War One reenactment enthusiasts have a very limited field to choose
from but are served by www.schipperfabrik.com
and Second World War Enthusiasts are covered by a firm called www.1944militaria.com
based in the United Kingdom.





ITEM
1A.      RISK FACTORS





Investing
in our common stock involves a high degree of risk. You should consider
carefully the risks and uncertainties described below, together with all of the
other information in this report, including the consolidated financial
statements and the related notes appearing at the end of this annual report on
Form 10-K, with respect to any investment in shares of our common stock. If
any of the following risks actually occurs, our business, financial condition,
results of operations and future prospects would likely be materially and
adversely affected. In that event, the market price of our common stock could
decline and you could lose all or part of your investment.





As
a start-up or development stage company, an investment in our company is
considered a high risk investment whereby you could lose your entire
investment.





We have
recently commenced operations and, therefore, we are considered a “start-up” or
“development stage” company.  We have limited experience selling theatrical
costumes, film props or collector curios.  We may incur significant
expenses in order to implement our business plan.  As an investor, you
should be aware of the difficulties, delays and expenses normally encountered by
an enterprise in its development stage, many of which are beyond our control,
including unanticipated developmental expenses, inventory costs, employment
costs, and advertising and marketing expenses.  We cannot assure you that
our proposed business plan as described in this prospectus will materialize or
prove successful, or that we will ever be able to operate profitably.  If
we cannot operate profitably, you could lose your entire
investment.










6




ITEM
1A.     RISK FACTORS (Cont’d.)





We
have a history of losses since our inception which may continue and cause
investors to lose their entire investment.




Classic
Costume Company was formed on December 29, 2006 and has incurred net losses
amounting to $701,837 from inception to December 31, 2008.





Classic
Costume incurred a net loss of $60,431 for the year ended December 31, 2008, and
a net loss of $141,406 for the year ended December 31, 2007. As of December 31,
2008 Classic Costume incurred a working capital deficit of approximately
$48,500. Because of these conditions, we will require additional working capital
to develop our business operations. We have not achieved profitability and we
can give no assurances that we will achieve profitability within the foreseeable
future, as we fund operating and capital expenditures, in such areas as sales
and marketing and research and development. We cannot assure investors that we
will ever achieve or sustain profitability or that our operating losses will not
increase in the future. If we continue to incur losses, we will not be able to
fund any of our sales and marketing and research and development activities, and
we may be forced to cease our operations. If we are forced to cease operations,
investors will lose the entire amount of their investment.




Our
business is dependent upon the implementation of our business plan, including
our ability to make agreements with suppliers, customers and with respect to
future investments. There can be no assurance that the Company’s efforts will
ultimately be successful or result in revenues or profits.





Moreover,
the Company’s prospects must be considered in light of the risks and
uncertainties encountered by an early-stage company and in rapidly evolving
markets, such as the ethanol market, where supply and demand may change
significantly in a short amount of time.





Some of
these risks relate to the Company’s potential inability to:





·
            effectively
      manage our contemplated business
operations;





·
            recruit
      and retain key personnel;





·
            successfully
      create and maintain relationships with reliable suppliers;
    and





·
            develop
      new products that complement our contemplated
  business.





Our
independent auditors have expressed substantial doubt about our ability to
continue as a going concern, which may hinder our ability to obtain future
financing and which may force us to cease operations.





In their
report dated March 27, 2009, our independent auditors stated that our financial
statements for the year ended December 31, 2008 were prepared assuming that we
would continue as a going concern. Our ability to continue as a going concern is
an issue raised as a result of recurring losses from operations and cash flow
deficiencies since our inception. We continue to experience net losses. Our
ability to continue as a going concern is subject to our ability to generate a
profit and/or obtain necessary funding from outside sources, including obtaining
additional funding from the sale of our securities, increasing sales or
obtaining loans and grants from various financial institutions where possible.
If we are unable to continue as a going concern, you may lose your entire
investment.









7




ITEM
1A.     RISK FACTORS (Cont’d.)





The
loss of Gary Spaniak, our chief executive officer, or our inability to attract
and retain qualified personnel could significantly disrupt our business.




We are
wholly dependent, at present, on the personal efforts and abilities of Gary
Spaniak, our chief executive officer. The loss of services of Mr. Spaniak will
disrupt, if not stop, our operations. In addition, our success will depend on
our ability to attract and retain highly motivated, well-educated specialists to
our staff. Our inability to recruit and retain such individuals may delay
implementing and conducting our business on the internet, and or result in high
employee turnover, which could have a materially adverse effect on our business
or results of operations once commenced. There is no assurance that personnel of
the caliber that we require will be available.





We
expect to incur losses in the future and, as a result, the value of our shares
and our ability to raise additional capital may be negatively
affected.




There is
no assurance that our operations will initiate a successful profitable
enterprise. As a result of our extremely limited operating history as well as
the very recent emergence of the market addressed by us, we have neither
internal nor industry-based historical financial data for any significant period
of time upon which to base planned operating revenues and expenses. We expect to
incur losses during the next 12 months of operations if not longer. We are also
likely to experience significant fluctuations in quarterly operating results
caused by many factors, including the rate of growth, usage and acceptance of
the Internet, changes in the demand for the our products and services,
introductions or enhancements of products and services by us and our
competitors, delays in the introduction or enhancement of products and services
by us or our competitors, customer order deferrals in anticipation of new
products, changes in our pricing policies or those of our competitors and
suppliers, changes in the distribution channels through which products are
purchased, our ability to anticipate and effectively adapt to developing markets
and rapidly changing technologies, our ability to attract, retain and motivate
qualified personnel, changes in the mix of products and services sold, changes
in foreign currency exchange rates and changes in general economic conditions.
We are attempting to expand our channels of supply and distribution. There also
may be other factors that significantly affect our quarterly results which
are difficult to predict given our limited operating history, such as
seasonality and the timing of receipt and delivery of orders within a fiscal
quarter. As a retail business, we expect to operate with little or no backlog.
As a result, quarterly sales and operating results depend generally on the
volume and timing of orders and the ability of the Company to fulfill orders
received within the quarter, all of which are difficult to forecast. Our expense
levels are based in part on our expectations as to future orders and sales,
which, given our limited operating history, are also extremely difficult to
predict. Our expense levels are, to a large extent fixed, and it will be
difficult for us to adjust spending in a timely manner to compensate for any
unexpected revenue shortfall. Accordingly, any significant shortfall in demand
for our products and services in relation to our expectations would have an
immediate adverse impact on our business, results of operations and financial
condition, which could be material. Due to all of the foregoing factors, we
believe that our quarterly operating results are likely to vary significantly in
the future. Therefore, in some future quarter our operating results may fall
below the expectations of securities analysts and investors. In such event, the
trading price of our common stock would likely be materially adversely affected.




We plan
to use any revenues received to further develop and advance our range of
re-enactment products, and to increase our sales and marketing. Many of the
expenses associated with these activities (for example, costs associated with
hiring professional consultants for historical accuracy of our product range)
are relatively fixed in the short-term. We may be unable to adjust spending
quickly enough to offset unexpected revenue shortfalls. If so, our operational
results will suffer.








8




ITEM
1A. RISK FACTORS (Cont’d.)





Because
we have limited operating history, we may not be able to successfully manage our
business or achieve profitability and it will be difficult for you to evaluate
an investment in our stock and you may lose your entire investment.





We were
initially formed in January 2007 when we acquired World Wide. World Wide was
initially formed in January 2005. We have a limited operation history. The
market for products sold through the Internet has only recently begun to develop
and is rapidly evolving.  While our website is inactive, we may experience
limited sales.  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 new and 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. There is, therefore, nothing at this time on which to base an assumption
that our business will prove successful, and there is no assurance that it will
be able to operate profitably if or when operations commence. You may lose your
entire investment due to our lack of experience.




Our
industry is highly competitive and we may not have the resources to compete
effectively and be profitable, and as a result, you may lose your entire
investment.




The
markets for our products and services are new and intensely competitive. We
expect competition to persist, increase and intensify in the future as the
markets for our products and services continue to develop and as additional
companies enter each of its markets. We are aware of a few major retailers as
well as smaller entrepreneurial companies that are focusing significant
resources on developing and marketing products and services that will compete
with our products and services. Numerous product offerings and services that
compete with those of ours can be expected in the near future. Intense price
competition may develop in our markets. We face competition in the overall
Internet market, as well as in each of the market segments where our products
and services compete. We have multiple competitors for each of our products and
services. Many of our current and potential competitors in each of its markets
have longer operating histories and significantly greater financial, technical
and marketing resources, name recognition and a more developed customer base.
 We do not believe our markets will support the increasing number of
competitors and their products and services. In the past, a number of product
markets have become dominated by one or a small number of suppliers, and a small
number of suppliers or even a single supplier may dominate one or more of our
market segments. There can be no assurance that we will be able to compete
effectively with current and future competitors.




Our
future success depends upon successful sale of our products through electronic
market medium, and if we do not successfully achieve significant market
acceptance and usage of our products, such failure would materially adversely
affect our business.




Many of
our products and services are intended to be introduced for sale through this
electronic market medium. Our success will depend largely upon the success of
these and future products and services and marketing presentation enhancements.
Failure of these products and services or enhancements to achieve significant
market acceptance and usage would materially adversely affect our business,
results of operations and financial condition. If we are unable to successfully
market our products and services, develop new products and services and
enhancements, complete products and services currently under development, or if
such new products and services or enhancements do not achieve market acceptance,
our business, results of operations and financial condition would be materially
adversely affected. The market for our products and services is characterized by
rapid technological change, changing customer needs, frequent new product
introductions and evolving industry standards.




These
market characteristics are exacerbated by the emerging nature of the Internet
market and the fact that many companies are expected to introduce new products
through the Internet in the near future.




Our
future success will depend in significant part on our ability to continually and
on a timely basis introduce new products, services and technologies and to
continue to improve the our products and services in response to both evolving
demands of the marketplace and competitive product offerings.As a result, demand for
and market acceptance of new products or services is subject to a high level of
uncertainty, risk and competition, and there are few proven products and
services. These pressures may force us to incur significant expenditures to
remain competitive in these marketplaces, and, if we fail to appropriately
address these pressures, our business, financial condition and prospects could
be materially adversely affected.




9


ITEM
1A.      RISK FACTORS (Cont’d.)





Our
limited experience in implementing and conducting internet based commerce may
impair our ability to grow and adversely affect our prospects.




Our
growth depends to a significant degree upon the development of our
Internet/Direct Commerce business. While our website is inactive, we may
experience limited sales. We have limited experience in the businesses
comprising our Internet/Direct Commerce business.  In order for our
Internet/Direct Commerce business to succeed, we must, among other
things:




·
            make
      significant investments in our Internet/Direct Commerce business,
      including upgrading our technology and adding a significant  number
      of new employees;·
            significantly
      increase our online traffic and sales volume;·
            attract
      and retain a loyal base of frequent visitors to our
    website;·
            expand
      the products and services we offer over our website;·
            respond
      to competitive developments and maintain a distinct brand
      identity;·
            form
      and maintain relationships with strategic partners;·
            provide
      quality customer service; and·
            continue
      to develop and upgrade our
technologies.





We
cannot assure that we will be successful in achieving these and other necessary
objectives or that our Internet/Direct Commerce business will ever be
profitable. If we are not successful in achieving these objectives, our
business, financial condition and prospects would be materially adversely
affected.




System
failure could impair our reputation, damage our brands and adversely affect our
products.




If our
website systems cannot be expanded to satisfy increased demand or fail to
perform, we could experience:




·
            unanticipated
      disruptions in service;·
            slower
      response times;·
            decreased
      customer service and customer satisfaction; and/or·
            delays
      in the introduction of new products and
  services.




Occurrence
of any of the above incidences could impair our reputation, damage our brands
and materially and adversely affect our prospects.




Our
ability to facilitate transactions successfully and provide high quality
customer service also depends on the efficient and uninterrupted operation of
our computer and communications hardware systems. Our systems and operations
also are vulnerable to damage or interruption from human error, natural
disasters, power loss, telecommunication failures, break-ins, sabotage, computer
viruses, intentional acts of vandalism and similar events. Any system failure
that causes an interruption in service or decreases the responsiveness of our
website service could impair our reputation, damage our brand name and
materially adversely affect our prospects. Our success, in particular our
ability to successfully receive and fulfill orders and provide high-quality
customer service, largely depends on the efficient and uninterrupted
operation of its computer and communications hardware systems.  We do not
have a formal disaster recovery plan. Despite the implementation of network
security measures, our servers are vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions, which could lead to interruptions,
delays, loss of data or the inability to accept and fulfill customer
orders.




We
are using UJNA International as a source of most of our costumes. UJNA
International is based in Kanpoor in Southern India. It is unique in its ability
to match textiles and cloth samples and generate near perfect copies of original
uniforms from historical photographs or illustrations. The loss of the services
of UJNA International would severely impact our business.




If UJNA
International were to cease operations, then our product line would cease to
exist very quickly and we would have to cease business. To our knowledge no
other company can match the product abilities and price of UJNA
International.




In the
unfortunate event that UJNA International ceases to produce and sell to Classic
Costume, we cannot assure that we will be successful in finding a substitute for
the same.  Our failure to find a substitute may lead to termination of our
operation, and thus cause adverse effects to our prospects.








10








ITEM
1A.     RISK FACTORS (Cont’d.)





Transactions
conducted on the internet involve security risks, and there can be no assurance
that all of our customers’ transactions will be secure.




We will
rely on encryption and authentication technology licensed from third
parties to provide the security and authentication necessary to effect
secure transmission of confidential information, such as customer credit card
numbers. There can be no assurance that advances in computer capabilities, new
discoveries in the field of cryptography, or other events or developments will
not result in a compromise or breach of the algorithms used by us to
protect our customer’s transaction data. Any compromise of our security could
have a material adverse effect on our reputation.  A party who is able to
circumvent our security measures could misappropriate proprietary
information or cause interruptions in our operations. We may be required to
expend significant capital and other resources to protect against such
security breaches or to alleviate problems caused by such breaches.
 To the extent that activities of our or third-party contractors
involve the storage and  transmission of proprietary information, such
as credit card numbers, security breaches could damage our reputation and expose
our company to a risk of loss or litigation and possible liability
 which could have a material adverse effect on us.




Gary
Spaniak, a director and a chief executive officer, will only devote part time
efforts to our business due to his involvement in other business interests until
the completion of the offering.




The
amount of time which Mr. Spaniak, our director and officer will devote to our
business will be limited.  Thus, there exist potential conflicts of
interest including, among other things, time and effort with such other business
entities.  Currently, Mr. Spaniak is involved in one other entity, which is
engaged in a similar business as our company.  Mr. Spaniak will not spend
full time operating our company.  This may cause delays in the
implementation of our business plan.




We
may need and be unable to obtain additional funding on satisfactory terms, which
could dilute our shareholders or impose burdensome financial restrictions on our
business.





Even if
the maximum offering is sold, unforeseeable circumstances may occur which could
compel us to seek additional funds. Because the offering has no minimum amount,
it can close with only a small amount of proceeds raised. Furthermore, future
events, including the problems, delays, expenses and other difficulties
frequently encountered by start-up companies may lead to cost increases that
could make the net proceeds of this offering insufficient to fund our proposed
business plan. Thus, the proceeds of the offering may be insufficient to
accomplish our objectives and we may have to borrow or otherwise raise
additional funds to accomplish such objectives. We may seek additional sources
of capital, including an additional offering of our equity securities, an
offering of debt securities or obtaining financing through a bank or other
entity. This may not be available on a timely basis, in sufficient amounts or on
terms acceptable to us. Our inability to raise additional equity capital or
borrow funds required to affect our business plan, may have a material adverse
effect on our financial condition and future prospects. Additionally, to the
extent that further funding ultimately proves to be available, both debt and
equity financing involve risks. Debt financing may require us to pay significant
amounts of interest and principal payments, reducing the resources available to
us to expand our existing businesses. Some types of equity financing may be
highly dilative to our stockholders' interest in our assets and earnings. Any
debt financing or other financing of securities senior to common stock will
likely include financial and other covenants that will restrict our
flexibility.










11


ITEM
1A.      RISK FACTORS (Cont’d.)





Risks
Relating to Our Common Shares





The
Company's Common Stock May Be Affected By Limited Trading Volume And May
Fluctuate Significantly, Which May Affect Our Shareholders' Ability To Sell
Shares Of Our Common Stock.





Prior to
this filing, there has been a limited public market for our common stock and
there can be no assurance that a more active trading market for our common stock
will develop.  An absence of an active trading market could adversely
affect our shareholders' ability to sell our common stock in short time periods,
or possibly at all.  Our common stock has experienced, and is likely
to experience in the future, significant price and volume fluctuations, which
could adversely affect the market price of our common stock without regard to
our operating performance.  In addition, we believe that factors such
as quarterly fluctuations in our financial results and changes in the overall
economy or the condition of the financial markets could cause the price of our
common stock to fluctuate substantially.  These fluctuations may also
cause short sellers to enter the market from time to time in the belief that we
will have poor results in the future.  We cannot predict the actions
of market participants and, therefore, can offer no assurances that the market
for our stock will be stable or appreciate over time.  These factors
may negatively impact shareholders' ability to sell shares of our common
stock.





The Company’s common stock may be
subject to “penny stock” rules which may be detrimental to
investors.





The
Securities and Exchange Commission has adopted regulations that generally define
"penny stock" to be any equity security that has a market price (as defined) of
less than $5.00 per share or an exercise price of less than $5.00 per
share.  The securities may become subject to rules that impose
additional sales practice requirements on broker-dealers who sell such
securities.  For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchaser of
such securities and have received the purchaser's written consent to the
transaction prior to the purchase.  Additionally, for any transaction
involving a penny stock, unless exempt, the rules require the delivery, prior to
the transaction, of a disclosure schedule prepared by the Securities and
Exchange Commission relating to the penny stock market.  The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must disclose this fact and the broker-dealer's presumed control over the
market.  Finally, among other requirements, monthly statements must be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.  Consequently,
the "penny stock" rules may restrict the ability of purchasers in this offering
to sell the Common Stock offered hereby in the secondary
market.





ITEM
1B.     UNRESOLVED STAFF COMMENTS





There are
no unresolved staff comments





ITEM
2.        PROPERTIES





We
maintain our principal office at 1202 Lexington Avenue, Apt. 104, New York, New
York 10028.  Our telephone number at that office is (646)
259-1009.  We currently do not occupy office space as our business is
strictly e-commerce.  This arrangement is expected to continue until
such time as it becomes necessary for us to relocate, as to which no assurances
can be given.








Our
management does not currently have policies regarding the acquisition or sale of
real estate assets primarily for possible capital gain or primarily for
income.  We do not presently hold any investments or interests in real
estate, investments in real estate mortgages or securities of or interests in
persons primarily engaged in real estate activities.










12




ITEM
3.        LEGAL PROCEEDINGS





There are
no legal proceedings to which the Company is a party or to which its property is
subject, nor to the best of management's knowledge are any material legal
proceedings contemplated.





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





No
matters were submitted to a vote of shareholders of the Company during the year
ended December 31, 2008.





PART
II





ITEM
5.        MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES.




Market
information




The
Company's common stock is quoted on the “Over the Counter Bulletin Board” under
the symbol “CCUC”.  As of December 31, 2008, no public market in the
Company's common stock has yet developed and there can be no assurance that a
meaningful trading market will subsequently develop.  We make no
representation about the value of its common stock.  As of December
31, 2008, there were approximately 41 record owners of our common
stock.







Dividend
Policy




The
payment of dividends by the Company is within the discretion of its Board of
Directors and depends in part upon the Company’s earnings, capital requirements,
and financial condition.  Since its inception, the Company has not
paid any dividends on its common stock and does not anticipate paying such
dividends in the foreseeable future.  The Company intends to retain
earnings, if any, to finance its operations, or make acquisitions.




Recent
Sales of Unregistered Securities





All sales
of unregistered securities for the past three years have been previously
reported on either Form 10-Ks, Form 10-Qs, or Form 8-Ks filed with the
Securities and Exchange Commission.




ITEM
6.        SELECTED FINANCIAL
DATA





As a
smaller reporting company we are not required to provide this
information.










13





ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS




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.


We
undertake no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise. Important
factors on which such statements are based are assumptions concerning
uncertainties, including but not limited to uncertainties associated with the
following:





(a)
volatility or decline of our stock price;





(b)
potential fluctuation in quarterly results;





(c) our
failure to earn revenues or profits;





(d)
inadequate capital and barriers to raising the additional capital or to
obtaining the financing needed to implement its business plans;





(e)
inadequate capital to continue business;





(f)
changes in demand for our products and services;





(g) rapid
and significant changes in markets;





(h)
litigation with or legal claims and allegations by outside parties;





(i)
insufficient revenues to cover operating costs.





You
should read the following discussion and analysis in conjunction with our
financial statements and notes thereto, included herewith. This discussion
should not be construed to imply that the results discussed herein will
necessarily continue into the future, or that any conclusion reached herein will
necessarily be indicative of actual operating results in the future. Such
discussion represents only the best present assessment of
management.




14





ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      (Cont’d.)


INTRODUCTION




The
following discussion and analysis summarizes the significant factors affecting:
(i) our consolidated results of operations for the three months ended December
31, 2008; and (ii) financial liquidity and capital resources.  This
discussion and analysis should be read in conjunction with our consolidated
financial statements and notes included in this Form 10-K.





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. Our website is currently inactive, as we update it and add new
features.  In order to be successful, we must, among other things,
attract, retain and motivate qualified customers to view our website,
successfully implement our Internet marketing programs, respond to competitive
developments and successfully expand our internal infrastructure, particularly
sales, marketing and administrative personnel and its accounting system. Our
mission is to combine the advantages of online commerce with a superior customer
focus in order to be an authoritative source for authentic and excellent
reproductions of historical memorabilia and clothing. In sum, our goals
are:





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




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





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




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




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.








15










ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      (Cont’d.)


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




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





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





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




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





Seasonality
of Business





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





RESULTS
OF OPERATIONS





The
fourth quarter of 2008 was a difficult one for the Company. Softening
macroeconomic conditions, including the dramatic deterioration in financial
markets and consumer confidence as the quarter progressed, weighed heavily on
consumer spending, particularly for discretionary retail
merchandise.  If the downturn in the economy continues to impact
consumer discretionary spending and reduce demand for our products, which be
likely to adversely impact the Company’s results of operations and continued
growth.





During
the quarter Mr. Oberg resigned on November 14, 2008, and he was replaced by Mr.
Gary Spaniak who will lead the Company henceforth.  Mr. Spaniak will
help the Company expand its marketing efforts in able to reach more
customers.
















16





ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      (Cont’d.)


Results
of Operations - Comparison for the Year Ended December 31, 2008 to the Year
Ended December 31, 2007





Revenues





For the
year ended December 31, 2008 revenues were $2,886 as compared to $14,078 for the
year ended December 31, 2007, a decrease of $11,192 or 79.5%. This decrease in
revenue was mainly the result of the lack of capital to implement its business
plan.





Cost
of Sales







Our cost
of goods sold for year ended December 31, 2008 were $6,912, or 239.5% of our
sales as compared to $5,683, or 40.4% of our sales for the year ended December
31, 2007. The increase in cost of sales directly relates to the write- down of
inventory in the fiscal year ended December 31, 2008 of $5,019.





Operating
Expenses





For the
year ended December 31, 2008, our operating expenses were $56,405 as compared to
$147,968 for the prior year. Operating expenses
primarily consist of professional fees.





LIQUIDITY
AND CAPITAL RESOURCES





As of
December 31, 2008, our cash on hand was $75; total current assets were $8,363,
total current liabilities were $57,039 and total stockholders’ deficit was
$48,676.   Until the company achieves a net positive cash flow
from operations, we intend to use debt to cover the anticipated negative cash
flow into the third quarter of 2009, at which time we project to be operating in
a positive cash flow mode.  We are seeking 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
have provided and will continue to provide periodic cash inflows without
interest in order to assist the Company in meeting its operational obligations.
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 7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





As a
smaller reporting company we are not required to supply this
information.





ITEM
8.        FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA




The
financial statements required by this item are set forth beginning on page
F-1.




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





None.


17








ITEM
9A (T).  CONTROLS AND PROCEDURES





Evaluation of Disclosure
Controls and Procedures





We
maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) that are designed to be effective in providing reasonable assurance that
information required to be disclosed in our reports under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission (the “ SEC”),
and that such information is accumulated and communicated to our management to
allow timely decisions regarding required disclosure.





In
designing and evaluating disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable, not absolute assurance of achieving the
desired objectives. Also, the design of a control system must reflect the fact
that there are resource constraints and the benefits of controls must be
considered relative to their costs.  Because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, have
been detected. These inherent limitations include the realities that judgments
in decision-making can be faulty and that breakdowns can occur because of simple
error or mistake. The design of any system of controls is based, in part, upon
certain assumptions about the likelihood of future events and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions.





As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of management, including our chief
executive officer and principal financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based upon that
evaluation, management concluded that our disclosure controls and procedures are
effective as of December 31, 2008 to cause the information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods prescribed
by SEC, and that such information is accumulated and communicated to management,
including our chief executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required
disclosure.





Evaluation of and Report on
Internal Control over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting of the Company. Management, with the participation of our
principal executive officer and principal financial officer, has evaluated the
effectiveness of our internal control over financial reporting as of December
31, 2008 based on the criteria established in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation, because of the Company’s limited resources
and limited number of employees, management concluded that, as of December 31,
2008, our internal control over financial reporting is not effective in
providing reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with U.S. generally accepted accounting principles.





To
mitigate the current limited resources and limited employees, we rely heavily on
direct management oversight of transactions, along with the use of legal and
accounting professionals. As we grow, we expect to increase our number of
employees, which will enable us to implement adequate segregation of duties
within the internal control framework.





This
annual report does not include an attestation report of the company's registered
public accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by the
company's registered public accounting firm pursuant to temporary rules of the
SEC that permit the company to provide only management's report in this annual
report.











18





ITEM
9A (T).  CONTROLS AND PROCEDURES (Cont’d.)




Changes in Internal Control
over Financial Reporting





There was
no change in our internal controls over financial reporting identified in
connection with the requisite evaluation that occurred during our last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.





ITEM
9B.   OTHER INFORMATION





There
exists no information required to be disclosed by us in a report on Form 8-K
during the three-month period ended December 31, 2008, but not
reported.





PART III





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





Executive
Officers and Directors





Our
executive officer and directors and their age as of December 31, 2008, are as
follows:





Name
                  
                  Age
                  
                  PositionsGary
      Spaniak
                  
                  45
                  
                  Chief
      Executive Officer, Principal Financial Officer and
    SecretaryE.
      Todd Owens
                  
                  32
                  
                  Vice
      President




Gary Spaniak Mr. Spaniak
brings with him 25 years experience in the automobile industry including dozens
of restorations, custom builds, and automotive marketing.  He has been
the President and Director of a publicly traded company since 2001 and has been
involved in the successful development of both public and private companies
since 1984.  In the mid 1980s, Mr. Spaniak was President of
Performance Tire and Wheel and American Discount Tire with 18 locations
throughout Florida.  Mr. Spaniak also participated in the
reorganization of National Car Rental, focusing on financial services and dealer
development.  Mr. Spaniak participated in the development of
dealerships and financial services operations for AutoNation,
Inc.





E. Todd Owens.Mr.
Owens served as the sole executive officer and director of our company from
January 2007 to September 25, 2007, and thereafter he became a vice
president.  Since 2005 to present, Mr. Owens has served as a
researcher for the American Foreign Policy Council.  In addition, Mr.
Owens is a member of the United States Marine Corps Reserve.  From
1999 to 2005, Mr. Owens served as an analyst/scout sniper for the United States
Marine Corps and during 2004 and 2005 he was deployed in Iraq.  From
2002 to 2004, Mr. Owens served as a Commodity Futures Specialist for Iowa Grain
Company and from 2001 to 2002 as an Options Analyst for the Kansas City Board of
Trade.  Mr. Owens graduated from the University of Kansas in 2001 and
from the Defense Language Institute in 2004.  Mr. Owens is fluent in
Arabic.





Compliance
with Section 16(a) of the Act





Section
16(a) of the Exchange Act requires our officers and directors, and persons who
own more than ten percent (10%) of our shares of common stock, to file reports
of ownership and changes in ownership with the SEC.   Officers,
directors and greater than ten percent (10%) stockholders are required by
regulations promulgated by the SEC to furnish us with copies of all Section
16(a) forms that they file.  With reference to transactions during the
fiscal year ended December 31, 2008, to our knowledge, based solely on review of
the copies of such reports furnished to us and written representations, all
Section 16(a) forms required to be filed with the SEC were filed.





19


ITEM
10.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT (Cont’d.)





Code
of Ethics





We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions because there is only one
person involved in the management of the Company and he devotes only a limited
amount of time to our business.





Nominating
Committee





We have
not adopted any procedures by which security holders may recommend nominees to
our Board of Directors.





Audit
Committee





The Board
of Directors acts as the audit committee. The Company does not have a qualified
financial expert at this time because it has not been able to hire a qualified
candidate. Further, the Company believes that it has inadequate financial
resources at this time to hire such an expert. The Company intends to continue
to search for a qualified individual for hire.





ITEM
11.      EXECUTIVE
COMPENSATION





SUMMARY
COMPENSATION TABLE





The
following table sets forth the cash compensation (including cash bonuses) paid
or accrued and equity awards granted by us for years ended December 31, 2008,
2007 and 2006 to our Chief Executive Officer and our most highly compensated
officers other than the Chief Executive Officer at December 31, 2008 whose total
compensation exceeded $100,000.








Name
      & Principal Position
                                Year
                                
                                Salary
      ($)
                                
                                
                                Bonus
      ($)
                                
                                
                                Stock
      Awards($)
                                
                                
                                Option
      Awards ($)
                                
                                
                                Non-Equity
      Incentive Plan Compensation ($)
                                
                                
                                Change
      in Pension Value and Non-Qualified Deferred Compensation Earnings
      ($)
                                
                                
                                All
      Other Compensation ($)
                                
                                
                                Total
      ($)Gary
      Spaniak
                                2008
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --Carl
      Oberg
                                2008
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --2007
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --E.
      Todd Owens
                                2008
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --2007
                                
                                $
                                4,440
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                $
                                4,4402006
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                $
                                500,000
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                --
                                
                                
                                
                                500,000





OUTSTANDING
EQUITY AWARDS





No other
named executive officer has received an equity award.





DIRECTOR COMPENSATION





We do not
pay directors compensation for their service as directors.





Employment
and Other Agreements





We have
not entered into any employment agreement as of the date hereof.








20


ITEM
11.      EXECUTIVE COMPENSATION (Cont’d.)




CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS





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
rendered.





ITEM
12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





The
following table sets forth certain information, as of December 31, 2008, with
respect to the beneficial ownership of the Company's outstanding common stock by
(i) any holder of more than five (5%) percent; (ii) each of the named executive
officers, directors and director nominees; and (iii) our directors, director
nominees and named executive officers as a group. The below table is based on
12,957,117 shares of common stock outstanding as of March 31, 2009.




Common
      Stock Beneficially Owned
      (1)
                    
                    
                    Percentage
      of Common Stock (1)J
      & J Global Assets Inc.
                    
                    
                    12,153,117
                    
                    
                    
                    94
                    %Gary
      Spaniak (2)
                    
                    
                    0
                    
                    
                    
                    0E.
      Todd Owens (2)
                    
                    
                    0
                    
                    
                    
                    0All
      officers and directors as a group (2 people)
                    
                    
                    0
                    
                    
                    
                    0
                    %





(1)
Beneficial ownership is determined in accordance with the Rule 13d-3(d) (1) of
the Exchange Act, as amended and generally includes voting or investment power
with respect to securities. Pursuant to the rules and regulations of the
Securities and Exchange Commission, shares of common stock that an individual or
group has a right to acquire within 60 days pursuant to the exercise of options
or warrants are deemed to be outstanding for the purposes of computing the
percentage ownership of such individual or group, but are not deemed to be
outstanding for the purposes of computing the percentage ownership of any other
person shown in the table.





(2)
Officer and/or director of the Company.





ITEM
13.      CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE TRANSACTIONS
WITH MANAGEMENT AND OTHERS




Except as
indicated below, there were no material transactions, or series of similar
transactions, since inception of the Company and during its current fiscal
period, or any currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive officer, or any
security holder who is known by the Company to own of record or beneficially
more than 5% of any class of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an interest.




On
January 7, 2007, we issued an aggregate of 10,000,000 shares of common stock to
E. Todd Owens for services provided as the sole executive officer and
director.  On January 7, 2007, we issued an aggregate of 201,000
shares of common stock in consideration for all of the outstanding securities of
World Wide Relics, Inc. In addition, we issued a promissory note in the amount
of $30,000 repayable on January 7, 2008, which was subsequently
forgiven.





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





Director
Independence




Our
directors are not “independent” directors within the meaning of Marketplace
Rule 4200 of the National Association of Securities Dealers,
Inc.









21


ITEM 14.     PRINCIPAL ACCOUNTING FEES AND
SERVICES




(1)
  Audit Fees




The
aggregate fees billed by the independent accountants for the fiscal year ended
December 31, 2008 and 2007 for professional services for the audit of the
Company's annual financial statements and the reviews included in the Company's
Form 10-K and services that are normally provided by the accountants in
connection with statutory and regulatory filings or engagements for those fiscal
years were $24,000 and $11,000, respectively.




(2)
  Audit-Related Fees




The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of the Company's financial statements and are
not reported under Item 9 (e)(1) of Schedule 14A was $0.




(3)
  Tax Fees




The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountants for tax compliance, tax advice,
and tax planning was $0.




(4)
  All Other Fees




During
the last two fiscal years there were no other fees charged by the principal
accountants other than those disclosed in (1) and (2) above.




Our Board
approves the engagement letter of our independent registered public accounting
firm with respect to audit, tax and review services. Other fees are subject to
pre-approval by the Board. The audit and tax fees paid to the auditors with
respect to fiscal years 2007 and 2008 were pre-approved by our sole
director.





(5)
  Audit Committee's Pre-approval Policies




At the
present time, there are not sufficient directors, officers and employees
involved with the Company, to make any pre-approval policies meaningful. Once we
have elected more directors and appointed directors and non-directors to the
Audit Committee it will have meetings and function in a meaningful
manner.





ITEM
15.       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















22







CLASSIC
COSTUME COMPANY, INC. & SUBSIDIARY


(a
development stage company)




INDEX




Report
      of Independent Registered Public Accounting Firm
              
              F-1Consolidated
      Financial Statements:Consolidated
      Balance Sheets
              
              F-2Consolidated
      Statements of Operations
              
              F-3Consolidated
      Statement of Stockholders’ (Deficit)
              
              F-4Consolidated
      Statements of Cash Flows
              
              F-5Notes
      to Consolidated Financial Statements
              
              F-6




















23





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
the Board of Directors


CLASSIC
COSTUME COMPANY, INC.


New
York, N.Y.





We have
audited the accompanying balance sheets of Classic Costume Company, Inc. (a
development stage company) as of December 31, 2008 and 2007, and the related
statements of operations, stockholders' deficit and cash flows for the years
ended December 31, 2008 and 2007. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Classic Costume Company, Inc. (a
development stage company) as of December 31, 2008 and 2007 and the results of
their operations and their cash flows for the years ended December 31, 2008 and
2007, in conformity with U. S. generally accepted accounting principles
generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has generated limited revenue
since inception on December 29, 2006 and has sustained net losses of $701,837
since inception through December 31, 2008. As a result, the current operations
are not an adequate source of cash to fund future operations. These issues among
others raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.






By:
            /s/ Sherb
      & Co., LLPSherb
      & Co., LLPCertified
      Public Accountants


New York,
N.Y.


March 27,
2009







F-1






CLASSIC
COSTUME COMPANY, INC. & SUBSIDIARY


(a
development stage company)


CONSOLIDATED
BALANCE SHEETS




December
      31, 2008
                              
                              
                              December
      31, 2007ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                              
                              $
                              75
                              
                              
                              $
                              278Accounts
      receivable
                              
                              
                              2,500
                              
                              
                              
                              -Inventories
                              
                              
                              5,788
                              
                              
                              
                              6,132Total
      current assets
                              
                              
                              8,363
                              
                              
                              
                              6,410OTHER
      ASSETSCapitalized
      software costs, net
                              
                              
                              -
                              
                              
                              
                              225Intangibles
                              
                              
                              2,195
                              
                              
                              
                              2,815Total
      assets
                              
                              $
                              10,558
                              
                              
                              $
                              9,450LIABILITIES AND STOCKHOLDERS' EQUITY
       (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
                              
                              $
                              20,000
                              
                              
                              $
                              3,000Advance
      from shareholder
                              
                              
                              37,039
                              
                              
                              
                              -Total
      current liabilities
                              
                              
                              57,039
                              
                              
                              
                              3,000STOCKHOLDERS' EQUITY
       (DEFICIT)Preferred
      stock, $.001 par value, 5,000,000 shares authorized,No
      shares issued and outstanding
                              
                              
                              -
                              
                              
                              
                              -Common
      stock, $.001 par value, 50,000,000 shares authorized,12,957,117
      issued and outstanding
                              
                              
                              12,957
                              
                              
                              
                              12,957Additional
      Paid-In Capital
                              
                              
                              642,399
                              
                              
                              
                              634,899Deficit
      accumulated during the development stage
                              
                              
                              (701,837
                              )
                              
                              
                              (641,406
                              )Total
      stockholders' equity (deficit)
                              
                              
                              (46,481
                              )
                              
                              
                              6,450Total
      liabilities and stockholders' equity (deficit)
                              
                              $
                              10,558
                              
                              
                              $
                              9,450






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












F-2







CLASSIC
COSTUME COMPANY, INC. & SUBSIDIARY


(a
development stage company)


CONSOLIDATED
STATEMENTS OF OPERATIONS







For
      the year ended December 31:
                                                                                    
                                                                                    
                                                                                    
                                                                                    From Inception
                                                                                      (December
      29, 2006)
                                                                                      Through2008
                                                                                    
                                                                                    
                                                                                    
                                                                                    2007
                                                                                    
                                                                                    
                                                                                    
                                                                                    December 31,
      2008Revenue
                                                                                    
                                                                                    $
                                                                                    2,886
                                                                                    
                                                                                    
                                                                                    $
                                                                                    14,078
                                                                                    
                                                                                    
                                                                                    $
                                                                                    16,964Costs
      of revenue
                                                                                    
                                                                                    
                                                                                    6,912
                                                                                    
                                                                                    
                                                                                    
                                                                                    5,683
                                                                                    
                                                                                    
                                                                                    
                                                                                    12,595Gross
      profit (loss)
                                                                                    
                                                                                    
                                                                                    (4,026
                                                                                    )
                                                                                    
                                                                                    
                                                                                    8,395
                                                                                    
                                                                                    
                                                                                    
                                                                                    4,369General
      and administrative expensesOfficer
      compensation
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    4,440
                                                                                    
                                                                                    
                                                                                    
                                                                                    504,440Professional
      fees
                                                                                    
                                                                                    
                                                                                    7,500
                                                                                    
                                                                                    
                                                                                    
                                                                                    107,656
                                                                                    
                                                                                    
                                                                                    
                                                                                    115,156Audit
      fees
                                                                                    
                                                                                    
                                                                                    48,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    11,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    59,000Amortization
      of intangibles
                                                                                    
                                                                                    
                                                                                    720
                                                                                    
                                                                                    
                                                                                    
                                                                                    10,885
                                                                                    
                                                                                    
                                                                                    
                                                                                    11,605Printing
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    3,512
                                                                                    
                                                                                    
                                                                                    
                                                                                    3,512Postage
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    1,431
                                                                                    
                                                                                    
                                                                                    
                                                                                    1,431Website
      expense
                                                                                    
                                                                                    
                                                                                    125
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    125Impairment
      of intangible
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    (996
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (996
                                                                                    )Other
                                                                                    
                                                                                    
                                                                                    60
                                                                                    
                                                                                    
                                                                                    
                                                                                    10,040
                                                                                    
                                                                                    
                                                                                    
                                                                                    10,100Total
      operating expenses
                                                                                    
                                                                                    
                                                                                    56,405
                                                                                    
                                                                                    
                                                                                    
                                                                                    147,968
                                                                                    
                                                                                    
                                                                                    
                                                                                    704,373Loss
      from operations
                                                                                    
                                                                                    
                                                                                    (60,431
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (139,573
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (700,004
                                                                                    )Other
      income (expense):Interest
      expense
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    1,833
                                                                                    
                                                                                    
                                                                                    
                                                                                    1,833Net
      loss
                                                                                    
                                                                                    $
                                                                                    (60,431
                                                                                    )
                                                                                    
                                                                                    $
                                                                                    (141,406
                                                                                    )
                                                                                    
                                                                                    $
                                                                                    (701,837
                                                                                    )(Loss)
      per share:Basic
      and diluted earnings (loss) per share
                                                                                    
                                                                                    $
                                                                                    (0.00
                                                                                    )
                                                                                    
                                                                                    $
                                                                                    (0.01
                                                                                    )Weighted
      average sharesoutstanding
      - basic and diluted
                                                                                    
                                                                                    
                                                                                    12,957,117
                                                                                    
                                                                                    
                                                                                    
                                                                                    12,454,617






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







F-3





CLASSIC COSTUME COMPANY, INC. &
SUBSIDIARY


(a
development stage company)


CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)






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






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









F-4







CLASSIC COSTUME COMPANY, INC.
& SUBSIDIARY


(a
development stage company)


STATEMENTS
OF CASH FLOWS


CumulativeTotalsFrom
      InceptionFor
      the year ended December 31,
                                      
                                      
                                      (December
      29, 2006) Through2008
                                      
                                      
                                      2007
                                      
                                      
                                      December
      31, 2008Cash
      flows from operating activities:Net
      loss
                                      
                                      $
                                      (60,431
                                      )
                                      
                                      $
                                      (141,406
                                      )
                                      
                                      $
                                      (701,837
                                      )Adjustments
      to reconcile net loss to netcash
      used in operating activities:Impairment
      of intangible
                                      
                                      
                                      300
                                      
                                      
                                      
                                      (996
                                      )
                                      
                                      
                                      (696
                                      )Amortization
                                      
                                      
                                      545
                                      
                                      
                                      
                                      10,885
                                      
                                      
                                      
                                      11,430Common
      stock issued for services
                                      
                                      
                                      -
                                      
                                      
                                      
                                      107,656
                                      
                                      
                                      
                                      607,656Inventory
      write-down
                                      
                                      
                                      5,019
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      5,019Increase
      in assets and liabilities:Accounts
      receivable
                                      
                                      
                                      (2,500
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (2,500
                                      )Inventories
                                      
                                      
                                      (4,675
                                      )
                                      
                                      
                                      (1,140
                                      )
                                      
                                      
                                      (5,815
                                      )Accounts
      payable and accrued expenses
                                      
                                      
                                      17,000
                                      
                                      
                                      
                                      (9,167
                                      )
                                      
                                      
                                      7,833Net
      cash used in operating activities
                                      
                                      
                                      (44,742
                                      )
                                      
                                      
                                      (34,168
                                      )
                                      
                                      
                                      (78,910
                                      )Cash
      flows from investing activities:Trademark
      procurement costs
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (3,100
                                      )
                                      
                                      
                                      (3,100
                                      )Net
      cash used in investing activities
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (3,100
                                      )
                                      
                                      
                                      (3,100
                                      )Cash
      flows from financing activities:Cash
      overdraft
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (10
                                      )
                                      
                                      
                                      (10
                                      )Advance
      from shareholder
                                      
                                      
                                      37,039
                                      
                                      
                                      
                                      7,406
                                      
                                      
                                      
                                      44,445Capital
      contribution
                                      
                                      
                                      7,500
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      7,500Proceeds
      from sale of capital stock
                                      
                                      
                                      -
                                      
                                      
                                      
                                      30,150
                                      
                                      
                                      
                                      30,150Net
      cash provided by financing activities
                                      
                                      
                                      44,539
                                      
                                      
                                      
                                      37,546
                                      
                                      
                                      
                                      82,085Net
      increase (decrease) in cash and cash equivalents
                                      
                                      
                                      (203
                                      )
                                      
                                      
                                      278
                                      
                                      
                                      
                                      75Cash
      and cash equivalents - beginning of period
                                      
                                      
                                      278
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Cash
      and cash equivalents - end of period
                                      
                                      $
                                      75
                                      
                                      
                                      $
                                      278
                                      
                                      
                                      $
                                      75Non-Cash
      Investing and Financing Activities:Note
      issued for investment in subsidiary
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      30,000
                                      
                                      
                                      $
                                      30,000Common
      stock issued for investment in subsidiary
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      10,050
                                      
                                      
                                      $
                                      10,050Total
      assets acquired
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      5,292
                                      
                                      
                                      $
                                      5,292Total
      liabilities acquired
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      (17,735
                                      )
                                      
                                      $
                                      (17,735
                                      )








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









F-5







Classic
Costume Company, Inc. and Subsidiary


(a
development stage company)


Notes
to Consolidated Financial Statements





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 that are
principally in Europe.  Our website is currently  inactive
as we are updating it and adding new features.





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.




Note
2 - Summary of Significant Accounting Policies





Basis of
Presentation


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





Use of
Estimates


The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period.  Actual results could differ from those
estimates.





Cash and Cash
Equivalents


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




Accounts Receivable and
Allowance for Doubtful Accounts




Accounts
receivable are stated at the amount the Company expects to collect. The Company
provides an allowance for doubtful accounts equal to the estimated uncollectible
amounts. The Company’s estimate is based on historical collection experience and
a review of the current status of trade accounts receivable. It is reasonably
possible that the Company’s estimate of the allowance for doubtful accounts will
change. All accounts receivable were deemed collectible for the year
ended  December 31, 2008.





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.





F-6





Classic
Costume Company, Inc. and Subsidiary


(a
development stage company)


Notes
to Consolidated Financial Statements








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.  Inventory was written down in the fiscal year ended
December 31, 2008 and a loss on the write-down of $5,019 is included in the
statement of operations in the cost of sales line item.





Stock Based
Compensation


The
Company accounts for stock options issued to employees 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 issued to
employees.







Recoverability of Long-Lived
Assets


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





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





Revenue
Recognition


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




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





Income
Taxes


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







F-7





Classic
Costume Company, Inc. and Subsidiary


(a
development stage company)


Notes
to Consolidated Financial Statements





Note
2 - Summary of Significant Accounting Policies (continued)




Earnings (Loss) Per Share of
Common Stock


The
Company presents basic earnings (loss) per share and, if appropriate, diluted
earnings per share in accordance with SFAS 128, “Earnings Per Share (“SFAS
128”). Under SFAS 128, basic net income (loss) per share is computed by dividing
net income (loss) for the period by the weighted-average number of shares
outstanding during the period.  Diluted net income per share is
computed by dividing net income for the period by the weighted-average number of
common share equivalents during the period.  There were no unexpired
options or warrants to purchase shares of common stock at December 31,
2008.





Fair Value of Financial
Instruments


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





Intangible
Assets





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





As of
December 31, 2008, the Company’s identifiable intangible assets subject to
amortization consisted of the following:




December
      31, 2008Intangible
                        Assets
                      
                      
                      Accumulated
                        AmortizationTrademark
                      
                      $
                      3,100
                      
                      
                      $
                      905Total
                      
                      $
                      3,100
                      
                      
                      $
                      905




Amortization
of the trademark, recorded on a straight line basis over its estimated useful
life of five years, equaled $620 and $285 for the years ended December 31, 2008
and December 31, 2007, respectively.  Amortization expense for the
years December 31, 2009 through December 31, 2012 will be $620, $620, $620 and
$335 respectively .




Shipping
and handling costs





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




Recent
Issued Accounting Standards




In 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.




F-8





Classic
Costume Company, Inc. and Subsidiary


(a
development stage company)


Notes
to Consolidated Financial Statements


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





Recent
Issued Accounting Standards (Cont’d)




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 i n
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.




Note
3-Going Concern





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





Note
4-Equity Transactions





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





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


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





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





F-9







Classic Costume Company, Inc. and Subsidiaries


(a
development stage company)


Notes
to Consolidated Financial Statements





Note
5 – Change of Control of Registrant





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





Note
6-Acquisition





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





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




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




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.





Amortization
expense for the Company’s intangibles amounted to $0 and $5,250 for the year
ended December 31, 2008, and December 31, 2007, respectively.





The
pro forma consolidated results of operations if the acquisition of World Wide
Relics, Inc. had occurred January 1, 2007 would be the same as the actual
results for the year ended December 31, 2007.












F-10


Classic
Costume Company, Inc. and Subsidiaries


(a
development stage company)


Notes
to Consolidated Financial Statements





Note
7- 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 following is a reconciliation of income taxes computed using
the statutory Federal rate to the income tax expense in the financial statements
for December 31, 2008 and December 31, 2007.




December
      31, 2008
                  
                  
                  December
      31, 2007Income
      tax (benefit) computed at statutory rate
                  
                  $
                  (24,000
                  )
                  
                  $
                  (57,000
                  )Stock
      based compensation
                  
                  
                  -
                  
                  
                  
                  43,000Amortization
      of intangibles
                  
                  
                  -
                  
                  
                  
                  4,000Increase
      in valuation allowance
                  
                  
                  24,000
                  
                  
                  
                  11,000Provision
      for income taxes
                  
                  $
                  -
                  
                  
                  $
                  -


On
December 1, 2007, the Company adopted FASB Financial Interpretation No. 48,
“Accounting for Uncertainty in Income Taxes–an Interpretation of FASB Statement
No. 109” (“FIN 48”). FIN 48 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. For those benefits to be
recognized, a tax position must be more-likely-than-not to be sustained upon
examination by taxing authorities. The amount recognized is measured as the
largest amount of benefit that is more likely than not of being realized upon
ultimate settlement.  The Company has provided a full valuation
allowance against its net deferred tax assets due to the uncertainty of
realization of such assets. As of December 31, 2008 and December 31, 2007, the
Company has net operating losses for Federal income tax purposes totaling
approximately $97,000, expiring at various times through December 31,
2028.





The
following is a tax table of deferred tax assets at December 31, 2008 and
December 31, 2007:


December
      31, 2008
                  
                  
                  December
      31, 2007Net
      operating loss
                  
                  $
                  39,000
                  
                  
                  $
                  15,000Valuation
      allowance
                  
                  
                  (39,000
                  )
                  
                  
                  (15,000
                  )Net
      deferred tax asset
                  
                  $
                  -
                  
                  
                  $
                  -








Note
8 - Subsequent Event





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.















F-11














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, INCMarch
      31, 2009
              By:
              /s/ Gary
      SpaniakGary
      SpaniakChief
      Executive Officer, President, Secretary, Chief Financial Officer,
      Treasurer, Principal Accounting Officer and Director