SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





________________________________








FORM
10-KSB/A











x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(D)OF
      THE SECURITIES ACT OF 1934For
      the fiscal year ended December 31,
2007





OR





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








Commission
File Number 333-142704





CLASSIC
COSTUME COMPANY, INC.


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





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





1202
Lexington Avenue, Suite 104, New York, New York 10028


(Address
of principal executive offices)




646-259-1009


(Issuer’s
telephone number)







Securities
registered under Section 12(b) of the Exchange Act:




Title
      of each class
            
            Name
      of each exchange on which registeredNone
            
            None




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




(Title of
class)







1









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 ýNo 




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 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. 






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





Issuer’s
revenue for its fiscal year ended December 31, 2007: $14,078.





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the most recent price at which the
common equity was sold: $40,200 as of December 31,
2007.




As of
December 31, 2007, the aggregate market value of the voting and non-voting
common equity held by non-affiliates is not applicable.




State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date.




Class
            
            Outstanding
      as of December 31, 2007Common
      Stock, $0.001 per share
            
            12,957,117




DOCUMENTS
INCORPORATED BY REFERENCE




If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990). Not Applicable.




Transitional
Small Business Disclosure Format (check one) Yes  ̈ No ý








2




















CLASSIC
COSTUME CORP.


TABLE OF
CONTENTS





Part IICautionary
      Statement Regarding Forward-Looking Statements
            4Item
      1
            Description
      of Business
            5Item
      2
            Properties
            12Item
      3
            Legal
      Proceedings
            12Item
      4
            Submission
      of Matters to a Vote of Security Holders
            12Part IIItem
      5
            Market
      for Common Equity and Related Stockholder Matters and Small Business
      Issuer Purchases of Equity Securities.
            13Item
      6
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            13Item
      7
            Financial
      Statements
            Following
      page 23Item
      8
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
            17Item
      8A(T)
            Controls
      and Procedures
            18Item
      8B
            Other
      Information
            18Part IIIItem
      9
            Directors,
      Executive Officers, Promoters , Control Persons and Corporate Governance;
      Compliance With Section 16(a) of the Exchange Act.
            19Item
      10
            Executive
      Compensation
            20Item
      11
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            20Item
      12
            Certain
      Relationships and Related Transactions, and Director
      Independence
            21Item
      13
            Exhibits
            21Part IVItem
      14
            Principal
      Accounting Fees and Services
            22








3








Introductory
Note





Caution
Concerning Forward-Looking Statements





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





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





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










4







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. 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 exists 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
have registered the Domain Name “worldwiderelics.com.  We applied with the
United States Government to trademark 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 toll free 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 Lycos, Yahoo,
      etc.





·
            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.






5





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 supply a large
range of goods from Civil Re-enactment supplies through to full uniforms for
those who re-enact World War One battles. 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. By downloading the measurement
chart from the website of www.worldwiderelics.com
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 domestic 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 approximately 70 per cent.





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
that will be released in May of 2007. 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.





Merchandising
and Internet/Direct Commerce





Our
retail merchandising and Internet/Direct Commerce businesses competes 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
have 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.






6




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
$149.00.




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 $250.00.








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.





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
just commenced operations and, therefore, we are considered a “start-up” or
“development stage” company.  We have never owned and/or operated business
of selling theatrical costumes, film props or collector curios.  We will
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





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 $641,406 from inception to December 31, 2007.





Classic
Costume incurred a net loss of $141,406 for the year ended December 31, 2007. As
of December 31, 2007 Classic Costume incurred a small working capital surplus of
$3,410. 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 vegetable oil producers and develop
      reliable feedstock supplies; and





·
            develop
      new products that complement our contemplated
  business.







7







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 April 6, 2008, our independent auditors stated that our financial
statements for the year ended December 31, 2007 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.








The
loss of Carl Oberg, 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 Carl
Oberg, our chief executive officer. The loss of services of Mr. Oberg 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.






8




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.





Because
we have no 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.  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 are 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




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. 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




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




We 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.




Carl
Oberg, 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. Oberg, 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. Oberg is not involved in any other entity, which
is engaged in a similar business as our company.  Mr. Oberg 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.





We
will apply for the issuance trademarks, “www.worldwiderelics.com” and
“www.classiccostumecompany.com,” by the United States Patent and Trademark
Office, and denial of the application may result in adverse material effects
against our prospects.





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.








11




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 which 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 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.





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
fourth quarter of the fiscal year ended December 31, 2007.





12











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, 2007, 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, 2007, there were
approximately 40 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-KSBs, Form 10-QSBs, or Form 8-Ks filed with the
Securities and Exchange Commission.







ITEM
      6.
            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.




INTRODUCTION




The
following discussion and analysis summarizes the significant factors affecting:
(i) our consolidated results of operations for the three months ended December
31, 2007; and (ii) financial liquidity and capital resources.  This
discussion and analysis should be read in conjunction with our consolidated
financial statements and notes included in this Form 10-KSB.






13





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





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




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





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






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




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





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




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





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





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




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








14





CRITICAL
ACCOUNTING POLICIES





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





Revenue
Recognition





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





Website
Development Costs





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





Research
and Development





Research
and development costs are charged to expense as incurred.





Stock
Based Compensation





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





New
Accounting Pronouncements





FASB
141(revised 2007) – Business Combinations




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




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




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








15




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





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





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




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






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




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





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





Seasonality
of Business





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





RESULTS
OF OPERATIONS





The
Company commenced operations on December 29, 2006. Therefore, no comparison can
be made between the twelve-month period ended December 31, 2007 and the
corresponding period during the previous fiscal year.








16





LIQUIDITY
AND CAPITAL RESOURCES





As of
December 31, 2007, our cash on hand was $278; total current assets were $6,410,
total current liabilities were $3,000 and total stockholders’ equity was
$6,450.   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 second quarter of 2008, 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
are not legally bound to provide funding to us. Because of our limited
operations, if our officers and directors do not pay for our expenses, we will
be forced to obtain funding. We currently do not have any arrangements to obtain
additional financing from other sources. In view of our limited operating
history, our ability to obtain additional funds is limited. Additional financing
may only be available, if at all, upon terms which may not be commercially
advantageous to us.




ITEM
7.                      FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA




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





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





None.





ITEM
8A (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, 2007 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.





17













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, 2007 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,
2007, 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.




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
8B.  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, 2007, but not
reported.






18












PART III





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





Our
executive officer and directors and their age as of December 31, 2007, are as
follows:





Name
            Age
            PositionsCarl
      Oberg
            42
            Chief
      Executive Officer, Principal Financial Officer and
    SecretaryE.
      Todd Owens
            31
            Vice
      President




Carl
Oberg.


Mr. Oberg
began his career working in the oil industry at Unocal Corporation in Los
Angeles, California from 1989 to 1993; he worked in network technology at
Cabletron Systems in Rochester, New Hampshire from 1993 to 1996. Mr. Oberg has
worked on several National and International projects bringing them to
conclusion on time and on or under budget.  In 1994, with Cabletron
Systems, Mr. Oberg along with an associate developed the Express Services
department which helped to make Cabletron System a leader in the Network
Technology field.  Mr. Oberg then moved to England to develop the
Express Services department to service the European sales force.





From 1999
to 2003, Mr. Oberg worked for Universal Studios in Universal City, California in
a design and planning capacity, designing and managing national and
international projects.  Upon leaving Universal Studios, Mr. Oberg has
been working as a consultant with companies serving in various
capacities.




He has
attended Ottawa University and American Intercontinental University focusing on
Information Technology.





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
Arabic.




Our Board
of Directors does not have audit, compensation or nominating committees, and no
determination has been made as to whether either of our directors qualifies as
an “audit committee financial expert”, as defined in Item 401 of Regulation
S-B.





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, 2007, 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.   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, 2007 and
2006 to our Chief Executive Officer and our most highly compensated officers
other than the Chief Executive Officer at December 31, 2007 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 ($)
            Total
      ($)Carl
      Oberg
            2007
            --
            --
            --
            --
            --
            --
            --
            --2006
            --
            --
            --
            --
            --
            --
            --
            --E.
      Todd Owens
            2007
            $4,440
            --
            --
            --
            --
            --
            --
            --2006
            --
            --
            $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.







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





The
following table sets forth certain information as of December 31, 2007 with
respect to beneficial ownership of our common stock by (i) each person we know
to own beneficially more than 5% of our outstanding common stock; (ii) each
director and named executive officer; and (iii) all directors and named
executive officers as a group. The percentages in the last column are based on
12, shares of common stock outstanding on March 31, 2007. In each case, except
as otherwise indicated in the footnotes to the table, the shares shown in the
second column are owned directly by the individual or members of the group named
in the first column and such individual or group members have sole voting and
dispositive power with respect to the shares shown. For the purposes of this
table, beneficial ownership is determined in accordance with the federal
securities laws and regulations; inclusion in the table of shares not owned
directly by the named director or executive officer does not constitute an
admission that such shares are beneficially owned by the director or officer for
any other purpose.





SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
following table sets forth certain information, as of March 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. Except as otherwise indicated,
each of the stockholders listed below has sole voting and investment power over
the shares beneficially owned. The below table is based on 12,957,117 shares of
common stock outstanding as of March 31, 2008.








20








Name
      of Beneficial Owner
            
            Common
      Stock Beneficially Owned (1)
            
            Percentage
      of Common Stock (1)J
      & J Global Assets Inc.
            
            
            12,153,117
            
            94%Carl
      Oberg (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
12. 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 repaid on September 25,
2007.





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.   As part of the acquisition, and pursuant to the
Stock Purchase Agreement, and Securities Purchase Agreement the following
changes to the Company’s directors and officers have occurred:




o
            As
      of September 25, 2007, ­ Carl Oberg was appointed to the Board of
      Directors of the Company and as the Chief Executive Officer, Principal
      Financial Officer and Secretary.o
            E.
      Todd Owens then resigned as the Chairman of the Board, Company’s
      President, Chief Executive Officer, Secretary, Chief Financial Officer,
      and Treasurer.o
            Also
      as of September 25, 2007, E. Todd Owens was appointed as a Company Vice
      President.








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
13. 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)5.01
            
            Changes
      in control of registrant (2)5.02
            
            Departure
      of directors or principal officers; election of directors; appointment of
      principal officers. (2)31.1
            
            Rule 13a-14(a)/15d-14(a)
      certification of Certificate of Chief Executive Officer
  *32.1
            
            Section
      1350 Certification of Principal Executive Officer.
  *








———————


*filed
      herewith




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





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





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, 2007 and 2006 for professional services for the audit of the
Company's annual financial statements and the reviews included in the Company's
Form 10-QSB and services that are normally provided by the accountants in
connection with statutory and regulatory filings or engagements for those fiscal
years were $11,000 and $14,000, 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 year 2006 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.








22








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, INCApril
      22, 2008
            By:
            /s/ Carl
      ObergCarl
      ObergChief
      Executive Officer, President, Secretary, Chief Financial Officer,
      Treasurer, Principal Accounting Officer and Director








23










CLASSIC COSTUME COMPANY,
INC.


(A
DEVELOPMENT STAGE COMPANY)




INDEX




Report
      of Independent Registered Public Accounting Firm
            
            F-1Consolidated
      Financial Statements:Consolidated
      Balance Sheet
            
            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




F-1








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 sheet of Classic Costume Company, Inc. (a
development stage company) as of December 31, 2007 and the related
statements of operations, stockholders' deficit and cash flows for the year
ended December 31, 2007, and the period from December 29, 2006 (Inception) to
December 31, 2006. 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. as of
December 31, 2007 and the results of their operations and their cash flows for
the year ended December 31, 2007, and the period from December 29, 2006
(Inception) to December 31, 2006, 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 $641,406
since inception through December 31, 2007. 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.


April 6,
2008





F-2


CLASSIC
COSTUME COMPANY, INC. & SUBSIDIARY


(a
development stage company)
 CONSOLIDATED
BALANCE SHEET
 DECEMBER
31, 2007


ASSETSCURRENT
      ASSETSCash
      and cash equivalents
              
              $
              278Inventories
              
              
              6,132Total
      current assets
              
              
              6,410OTHER
      ASSETSCapitalized
      software costs, net
              
              
              225Intangibles
              
              
              2,815Total
      assets
              
              $
              9,450LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
              
              $
              3,000Total
      current liabilities
              
              
              3,000Stockholders'
      EquityPreferred
      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
              
              
              12,957Additional
      Paid-In Capital
              
              
              634,899Deficit
      accumulated during the development stage
              
              (641,406)Total
      stockholders' equity
              
              
              6,450Total
      liabilities and stockholders' equity
              $
              9,450







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
STATEMENTS OF OPERATIONS


CumulativeTotalsFrom
      Inception
              
              
              From
      InceptionFor
      the
              
              
              (December
      29, 2006)
              
              
              (December
      29, 2006)Year
      Ended
              
              
              Through
              
              
              ThroughDecember
      31, 2007
              
              
              December
      31, 2006
              
              
              December
      31, 2007Revenue
              
              $
              14,078
              
              
              $
              -
              
              
              $
              14,078Costs
      of revenue
              
              
              5,683
              
              
              
              -
              
              
              
              5,683Gross
      profit
              
              
              8,395
              
              
              
              -
              
              
              
              8,395General
      and administrative expensesOfficer
      compensation
              
              
              4,440
              
              
              
              500,000
              
              
              
              504,440Legal
      fees
              
              
              107,656
              
              
              
              -
              
              
              
              107,656Audit
      fees
              
              
              11,000
              
              
              
              -
              
              
              
              11,000Amortization
      of intangibles
              
              
              10,885
              
              
              
              -
              
              
              
              10,885Printing
              
              
              3,512
              
              
              
              -
              
              
              
              3,512Postage
              
              
              1,431
              
              
              
              -
              
              
              
              1,431Impairment
      of intangible
              
              
              (996
              )
              
              
              -
              
              
              
              (996
              )Other
              
              
              10,040
              
              
              
              -
              
              
              
              10,040Total
      operating expenses
              
              
              147,968
              
              
              
              500,000
              
              
              
              647,968Loss
      from operations
              
              
              (139,573
              )
              
              
              (500,000
              )
              
              
              (639,573
              )Other
      income (expense):Interest
      expense
              
              
              (1,833
              )
              
              
              -
              
              
              
              (1,833
              )Net
      loss
              
              $
              (141,406
              )
              
              $
              (500,000
              )
              
              $
              (641,406
              )( Loss)
      per share:Basic
      and diluted earnings (loss) per share
              
              $
              (0.01
              )
              
              $
              (0.05
              )Weighted
      average sharesoutstanding
      - basic and diluted
              
              
              12,546,799
              
              
              
              10,000,000






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)


CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY








Additional
              
              
              
              
              
              TotalPreferred
      Stock
              
              
              Common
      Stock
              
              
              Paid-in
              
              
              Accumulated
              
              
              Stockholders'Shares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Capital
              
              
              Deficit
              
              
              EquityBalance,
      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
              )
              
              $
              6,450






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








F-5






CLASSIC
COSTUME COMPANY, INC. & SUBSIDIARY


(a
development stage company)


STATEMENTS
OF CASH FLOWS


CumulativeTotalsFrom
      Inception
              
              
              From
      InceptionFor
      the
              
              
              (December
      29, 2006)
              
              
              (December
      29, 2006)Year
      Ended
              
              
              Through
              
              
              ThroughDecember
      31, 2007
              
              
              December
      31, 2006
              
              
              December
      31, 2007Cash
      flows from operating activities:Net
      loss
              
              $
              (141,406
              )
              
              $
              (500,000
              )
              
              $
              (641,406
              )Adjustments
      to reconcile net loss to netcash
      used in operating activities:Impairment
      of intangible
              
              
              (996
              )
              
              
              -
              
              
              
              (996
              )Amortization
              
              
              10,885
              
              
              
              -
              
              
              
              10,885Common
      stock issued for services
              
              
              107,656
              
              
              
              500,000
              
              
              
              607,656Increase
      in assets and liabilities:Inventories
              
              
              (1,140
              )
              
              
              -
              
              
              
              (1,140
              )Accounts
      payable and accrued expenses
              
              
              (9,167
              )
              
              
              -
              
              
              
              (9,167
              )Net
      cash used in operating activities
              
              
              (34,168
              )
              
              
              -
              
              
              
              (34,168
              )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
              
              
              7,406
              
              
              
              -
              
              
              
              7,406Proceeds
      from sale of capital stock
              
              
              30,150
              
              
              
              -
              
              
              
              30,150Net
      cash provided by financing activities
              
              
              37,546
              
              
              
              -
              
              
              
              37,546Net
      increase in cash and cash equivalents
              
              
              278
              
              
              
              -
              
              
              
              278Cash
      and cash equivalents - beginning of period
              
              
              -
              
              
              
              -
              
              
              
              -Cash
      and cash equivalents - end of period
              
              $
              278
              
              
              $
              -
              
              
              $
              278Non-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-6












Classic Costume Company, Inc. and Subsidiary




(a
development stage company)


Notes
to Consolidated Financial Statements


December
31, 2007


Note
1 -Description of Business





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





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





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




Note
2 - Summary of Significant Accounting Policies





Basis of
Presentation


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





Use of
Estimates


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





Cash and Cash
Equivalents


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





Property and
Equipment


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





Inventories


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






F-7












Classic Costume Company, Inc. and
Subsidiaries




(a
development stage company)


Notes
to Consolidated Financial Statements








Note
2 - Summary of Significant Accounting Policies (continued)




Stock Based
Compensation


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





Recoverability of Long-Lived
Assets


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





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


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





Income
Taxes


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





Earnings (Loss) Per Share of
Common Stock


The
Company presents basic earnings (loss) per share and, if appropriate, diluted
earnings per share in accordance with SFAS 128, “Earnings Per Share (“SFAS
128”). Under SFAS 128 basic net income (loss) per share is computed by dividing
net income (loss) for the period by the weighted-average number of shares
outstanding during the period. Diluted net income per share is computed by
dividing net income for the period by the weighted-average number of common
share equivalents during the period. There were no unexpired options or warrants
to purchase shares of common stock at December 31, 2007.






F-8







Classic
Costume Company, Inc. and Subsidiaries




(a
development stage company)


Notes
to Consolidated Financial Statements





Note
2 - Summary of Significant Accounting Policies (continued)




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, 2007 the Company’s identifiable intangible assets subject to
amortization consisted of the following:




December
      31, 2007Intangible
              Assets
            
            
            Accumulated
              AmortizationTrademark
            
            $
            3,100
            
            
            $
            285Total
            
            $
            3,100
            
            
            $
            285




Amortization
of the trademark, recorded on a straight line basis over its estimated useful
life of five years was $285 and $0 for the years ended December 31, 2007 and
December 31, 2006, 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 2008,
the Securities and Exchange Commission (the “SEC”) adopted rule amendments that
replace the category of “Small Business Issuers” with a broader category of
“Smaller Reporting Companies.”  Under these rules, a "Smaller
Reporting Company" is a company with a public float less than $75,000,000
(measured at end of Q2).  Companies that meet this definition are able
to elect "scaled disclosure standards" on an item-by-item or "a-la-carte"
basis.  With this change, the SEC has streamlined and simplified
reporting for many companies, and has not added any significant disclosure
requirements.





FASB
141(revised 2007) – Business Combinations




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




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









F-9







Classic
Costume Company, Inc. and Subsidiaries




(a
development stage company)


Notes
to Consolidated Financial Statements







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





Recent
Issued Accounting Standards (Cont’d)





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





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




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






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




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




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




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




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











F-10


Classic Costume Company, Inc.
and Subsidiaries




(a
development stage company)


Notes
to 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 are reflected in the Company’s financial statements
as of December 31, 2006.  In January 2007 the Company issued 2,354,117
common shares valued at $0.05 to its lawyers, Sichenzia Ross Friedman Ference
LLP, for legal services rendered.  In June 2007 the Company issued
603,000 shares in a public offering of shares at $.05 per
share.





Note
5 – Change of Control of Registrant





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





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


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


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







F-11







Classic
Costume Company, Inc. and Subsidiaries




(a
development stage company)


Notes
to Consolidated Financial Statements





Note
6-Acquisition





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





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




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





Amortization
expense for the Company’s intangibles amounted to $10,885 for the year ended
December 31, 2007.





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


December
      31, 2006Net
      revenues
            
            $
            1,252Net
      loss applicable to common shareholders
            
            $
            (7,484
            )Basic
      and diluted net loss per share
            
            $
            0.01





Note
7-Income Taxes





The
reconciliation of income tax expense to the federal statutory rate is as
follows:





2007
            
            
            2006Expected
      income tax (benefit) at federal statutory rate (35%)
            
            
            (50,000
            )
            
            
            (175,000
            )State
      tax (benefit), net of Federal effect
            
            
            (7,000
            )
            
            
            (25,000
            )Net
      operating loss of subsidiary prior to acquisition
            
            
            -
            
            
            
            (5,000
            )Amortization
      of intangibles
            
            
            4,000
            
            
            
            -Stock
      based compensation
            
            
            43,000
            
            
            
            200,000Increase
      in valuation allowance
            
            
            10,000
            
            
            
            5,0000
            
            
            
            0





The
Company has a net operating loss of $37,000 as of December 31, 2007, which will
expire in 2027.  The composition of deferred tax assets at December
31, 2007 and 2006 were as follows:





2007
            
            
            2006Deferred tax
      assetsBenefit
      from carryforward of net operating loss
            
            $
            15,000
            
            
            $
            5,000Less
      valuation allowance
            
            
            (15,000
            )
            
            
            (5,000
            )Net
      deferred tax asset
            
            $
            -
            
            
            $
            -








F-12