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EX-5.1 - OPINION - China PharmaHub Corp.ex5-1.htm
EX-23.1 - CONSENT - China PharmaHub Corp.ex23-1.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-1/A
Amendment No. 4
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________

World Wide Relics, Inc.
(Name of Small Business Issuer in its Charter)
 
 Nevada   4911    20-2208821
(State or other jurisdiction
of incorporation)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification Number)

___________________

World Wide Relics Inc.
817 West End Avenue, Suite 3C
New York, New York 10025
(646) 259-1009
 (Address, including zip code, and telephone number, including area code,
 of registrant's principal executive offices)

World Wide Relics Inc.
817 West End Avenue, Suite 3C
New York, New York 10025
(646) 259-1009
 (Name, address, including zip code, and telephone number,
Including area code, of agent for service)

Copies of communications to:
Roger L. Fidler, Esq.
225 Franklin Avenue
Midland Park, New Jersey 07432
Telephone No.: (201) 670-0881
Facsimile No.: (201) 670-0888
 
Approximate Date of Proposed Sale to the Public:
 
As soon as practicable and from time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box
[X]
   
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box
[ ]
   
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following
[ ]
   
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box
[ ]
   
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box
[ ]
   
Large Accelerated Filer      Accelerated Filer       Non-Accelerated Filer      Smaller reporting Company o
(Do not check if a smaller reporting company)


CALCULATION OF REGISTRATION FEE
         
Title of Each
Class of
Securities To Be
Registered
Amount to be registered [2]
Proposed
Maximum
Offering Price
per share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration
Fee [1]
Common Stock
6,478,559
$0.05
$0.05
$18.08

1.
Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee.

2.
Consists of Common Stock of World Wide Relics, Inc. to be distributed pro-rata to Classic Costume Company, Inc. holders of record as of November 1, 2008 (the “Spin-off Record Date”) to effect a spin-off of our shares.  The Classic Costume Company, Inc. shareholders will not be charged or assessed for the World Wide Relics, Inc. Common Stock, and World Wide Relics, Inc. will receive no consideration for the distribution of the foregoing shares in the spin-off.  There currently exists no market for World Wide Relics, Inc. Common Stock.


The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.



 
Subject to Completion, dated October __, 2009
 
World Wide Relics, Inc.
Spin-Off of World Wide Relics, Inc. by the Distribution of
6,478,559 Shares of Common Stock and the Resale by the Selling Shareholders
of 1,478,559 shares of common stock
 
817 West End Avenue, Suite 3C
New York, New York 10025
(646) 259-1009

We are furnishing this Prospectus to the shareholders of Classic Costume Company, Inc., (“CCUC”), a Delaware corporation that is acting as underwriter and a selling shareholder in this offering.

CCUC owns the shares of World Wide Relics, Inc. (“WWR” or “our” or “we”).  Shareholders of CCUC will receive one (1) of our shares for every two (2) shares of CCUC, which they owned on November 1, 2008, the record date of the distribution.  Fractional shares will be rounded up to the next whole share.  These distributions will be made within two (2) days of the date of this Prospectus.  In addition the 1,478,559 shares of common stock which form that portion of the spun off shares not owned by the controlling shareholder are being registered for resale. WWR, is bearing all costs incurred in connection with this distribution.

MARKET FOR THE SHARES
 
Before this offering, there has been no public market for our common stock and our common stock is not listed on any stock exchange or on the over-the-counter market.  This distribution of our common shares is the first public distribution of our shares.  It is our intention to seek a market maker to publish quotations for our shares on the OTC Electronic Bulletin Board (“Bulletin Board”).  VFinance has agreed to be our primary market maker on the Bulletin Board.  We can provide no assurance to you that a public market for our shares will develop and if so, what the market price of our shares may be.

The securities offered in this Prospectus involve a high degree of risk.  YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



 
TABLE OF CONTENTS
 

Questions and Answers about the Spin-Off
Prospectus Summary
Summary Financial Data
Risk Factors
Spin Off and Plan of Distribution
Description of Business
Business of WWR
Business Plan Implementation
Technology
Products
Merchandising and Internet/Direct Commerce
Competition
Management’s Discussion and Analysis
Off-Balance Sheet Arrangements
Inflation
Management
Executive Compensation
Certain Related Transactions
Security Ownership of Certain Beneficial Owners And Management
Selling Shareholders and Plan of Distribution
Federal Income Tax Consequences
Shares Eligible for Future Sale
Use of Proceeds
Description of Securities
Interest of Named Experts and Counsel
Transfer Agent
Legal Matters
Experts
Description of Property
Litigation
Where You Can Find More Information
Financial Statements
Notes to the Financial Statements
2
3
4
5
15
18
18
19
20
20
21
21
21
31
31
31
32
33
33
28
37
39
39
40
40
41
41
41
41
41
43
45 (F-2)
51 (F-6)


1

 
Questions And Answers About The Spin-Off
 
Q:            How Many World Wide Relics, Inc. Shares Will I Receive?
 
A:            WWR will distribute to you one (1) share of our common stock for every two (2) shares of  CCUC,  you owned on the record date of November 1, 2008.  Fractional shares will be rounded up to the next whole share.
 
Q:            What Are Shares Of World Wide Relics, Inc. Worth?
 
A:            The value of our shares will be determined by their trading price after the spin-off.  We do not know what the trading price will be and we can provide no assurances as to value.
 
Q:            What Will World Wide Relics, Inc.  do After The Spin-Off?
 
A:            The Company’s business will not change as a result of this transaction.  We are currently in the development stage.
 
Q:            Will World Wide Relics, Inc.  Shares Be Listed On a National Stock Exchange Or The NASDAQ Stock Market?
 
A:            Our shares will not be listed on any national stock exchange or the NASDAQ Stock Market.  It is our hope that the shares will be quoted by one or more market makers on the Bulletin Board.
 
Q:            What Are The Tax Consequences To Me Of The Spin-Off?
 
A:            We do not believe that the distribution will qualify as a tax-free spin-off under U.S. tax laws.  Consequently, the total value of the distribution, as well as your initial tax basis in our shares, will be determined by the fair market value of our common shares at the time of the spin-off.  A portion of this distribution will be taxable to you as a dividend and the remainder will be a tax-free reduction in your basis in your CCUC shares.
 
Q:            What Do I Have To Do To Receive My World Wide Relics, Inc. Shares?
 
A:            No action by you is required.  You do not need to pay any money or surrender your CCUC common shares to receive our common shares.  We will mail your WWR shares to your record address as of the record date.

2

PROSPECTUS SUMMARY
 
This Prospectus Summary highlights selected information contained elsewhere in this Prospectus.  You should rely only on the information contained in this prospectus.  We have not, and CCUC has not, authorized anyone to provide you with different information.  If anyone provides you with different or inconsistent information, you should not rely on it.  CCUC and we believe that the information contained in this prospectus is accurate as of the date on the cover.  Changes may occur after that date; CCUC and we may not update this information except as required by applicable law.  You should read the following summary together with the more detailed information regarding our Company and the shares of common stock being sold in this offering.  

WWR was formed as a Nevada corporation on January 18, 2005.  We are a development stage corporation formed to market a unique line of historical costumes and reenactment clothing lines through our website with the registered domain name of WorldWideRelics.Com.  To date, we have marketed a range of historical uniforms known as “Britain in the 1930’s”.   We have sold these items to the growing market of worldwide enthusiasts and collectors through our internet platform and on eBay Inc.  We intend to market new ranges of products covering the American Civil War reenactment market by marketing 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 what we believe is a museum quality standard.  The final sales entry point is the marketing of the Civil war memorabilia, to the domestic consumer, while still making available to consumers, both British and German uniforms from both the world wars to satisfy the demand from the growing re-enactment groups worldwide.

3

Summary Consolidated Financial Information
 
The following table summarizes selected financial data regarding our business and should be read in conjunction with our consolidated financial statements and related notes contained elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
The financial statement data as of and for each of the fiscal years ended December 31, 2007 and 2008 have been derived from our audited consolidated financial statements included elsewhere in this prospectus.  The financial statement data as of and for each of the nine months ended September 30, 2008 and 2009, as well for the period from Inception (January 18, 2005) through September 30, 2009,  have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus.
 
Summary of Statements of
                         
Totals
 
Operations Data
                         
From Inception
 
                           
(January 18, 2005)
 
   
For Nine Months Ended:
   
For the Year Ended:
   
Through
 
   
September 30, 2009
   
September 30, 2008
   
December 31, 2008
   
December 31, 2007
   
September 30, 2009
 
   
UNAUDITED
   
UNAUDITED
               
UNAUDITED
 
SALES
 
$
-
   
$
386
   
$
2,886
   
$
14,078
   
$
21,836
 
TOTAL OPERATING EXPENSES
 
$
42,883
   
$
74,155
   
$
81,194
   
$
14,222
   
$
156,614
 
NET GAIN (LOSS)
   
(42,883
)
   
(73,769
)
   
(78,308
)
   
(144
)
   
(134,778
)
NET LOSS PER COMMOM SHARE-
                                       
BASIC AND DILUTIVE
 
(O.OO)
   
(O.OO)
   
(O.OO)
   
(O.OO)
         
Weighted average Number of Shares
   
6,478,559
     
6,478,559
     
6,478,559
     
6,478,559
         
 
Summary of Balance Sheets Data
                       
   
As of
   
As of
   
As of
   
As of
 
   
September 30,
   
September 30,
   
December 31,
   
December 31,
 
   
2009
   
2008
   
2008
   
2007
 
   
UNAUDITED
   
UNAUDITED
             
TOTAL CURRENT ASSETS
 
$
8,309
   
$
6,711
   
$
8,363
   
$
6,406
 
TOTAL ASSETS
   
8,309
     
6,886
     
8,363
     
6,631
 
TOTAL LIABILITIES
   
5,329
     
14,718
     
-
     
-
 
TOTAL STOCKHOLDERS' EQUITY(DEFICIT)
   
2,980
     
(7,856
)
   
8,363
     
6,631
 
TOTAL LIABILITIES AND
                               
STOCKHOLDERS' EQUITY
 
 $
8,309
   
$
6,862
     
8,363
   
$
6,631
 

4

RISK FACTORS

An investment in our common stock is highly speculative and involves a high degree of risk.  Therefore, we are disclosing all material risks herein and you should consider all of the risk factors discussed below, as well as the other information contained in this document.  You should not invest in our common stock unless you can afford to lose your entire investment and you are not dependent on the funds you are investing.

Added Costs Due to Being a Public Company.

There is a substantial increase of costs to the Company as a result of being Public.  These costs include, but are not limited to the cost of conducting a yearly audit of the financial condition and quarterly reviews of the Company; such costs can be in excess of $50,000 yearly.  In addition, there can be additional legal costs associated with preparing all necessary filings with the Securities and Exchange Commission or other regulatory body, if the Company is not subject to the reporting requirements of section 13 or 15(d) of the Securities Act.  There are also assorted other additional costs to the Company for being Public.  As a result of all of these additional costs, the Company is likely to be less profitable if it does not generate enough revenue to cover the additional costs.

Current Economic Conditions May Impact Our Commercial Success and Ability to Obtain Financing.

The current economic conditions could have a serious impact on the ability of the Company to sustain its viability.  Due to the decrease in overall spending, there is a possibility that spending on recreational activities production levels may decrease for the foreseeable future, resulting in less economic activity for the Company.  Since we are a very small operation, we may not be able to create sufficient sales to sustain ourselves.  In addition, due to the severe difficulty in obtaining credit in the current economic crisis, we may have trouble seeking out and locating additional funds if we so desire or require financing of our operations.

If we fail to develop new or expand existing customer relationships, our ability to grow our business will be impaired.

Our growth depends to a significant degree upon our ability to develop new customer relationships and to expand existing relationships with current customers.  We cannot guarantee that new customers will be found; that any such new relationships will be successful when they are in place, or that business with current customers will increase.  Failure to develop and expand such relationships could have a material adverse effect on our business, results of operations and financial condition.

Effect of Governmental Regulations: Compliance with Environmental Laws
 
We do not believe that we are subject to any material government or industry regulations.

5

 
Some of our competitors may be able to use their financial strength to dominate the market, which may affect our ability to generate revenues.

Some of our competitors may be much larger companies than us and very well capitalized.  They could choose to use their greater resources to finance their continued participation and penetration of this market, which may impede our ability to generate sufficient revenue to cover our costs.  Their better financial resources could allow them to significantly out spend us on research and development, as well as marketing and production.  We might not be able to maintain our ability to compete in this circumstance.

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

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

Our Board of Directors contains no independent directors.

Our board are not “independent” directors, based on the independence criteria set forth in the corporate governance listing standards of the Nasdaq Stock Market, the exchange that we selected in order to determine whether our directors and committee members meet the independence criteria of a national securities exchange, as required by Item 407(a)(1) of Regulation S-K. An independent director means a person who is not an employee (or a relative of an employee), who has no material business relationship with the company, and also in not a significant owner of the company’s shares. Due to its small size the Company does not presently have a separately designated audit committee, compensation committee or nominating committee.

We have a history of very limited income and recent losses since our inception that may continue and cause investors to lose their entire investment.  
 
WWR was formed on January 18, 2005, and it has cumulative net losses amounting to $134,778 from Inception to September 30, 2009, and losses amounting to $42,883 for the nine months ended September 30, 2009.

WWR reported a net losses for the years ended December 31, 2008 and 2007, of ($78,308) and ($144), respectively.  As of September 30, 2009, WWR had working capital of $2,981.  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.
 
6


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 14, 2009, our independent auditors stated that our financial statements for the year ended December 31, 2008 were prepared assuming that we would continue as a going concern.  Our ability to continue as a going concern is an issue raised as a result of recurring losses from operations and cash flow deficiencies since our inception.  We continue to experience net losses.  Our ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, increasing sales or obtaining loans and grants from various financial institutions where possible. In light of our financial position, and the current global credit crisis, we may be unable to raise working capital sufficient to continue to fund the operations of the business. If we are unable to continue as a going concern, you may lose your entire investment. Our management has currently been advancing funds to the Company to help sustain its operations on a non-interest bearing and unsecured basis.  Given the difficult current economic environment, we believe that it will be difficult to raise additional funds and there can be no assurance as to the availability of additional financing or the terms upon which additional financing may be available.  In addition, the going concern explanatory paragraph included in our auditor’s report on our consolidated financial statements could inhibit our ability to enter into strategic alliances or other collaborations or our ability to raise additional financing.  If we are unable to obtain such additional capital, we will not be able to sustain our operations and would be required to cease our operations and/or seek bankruptcy protection.  Even if we do raise sufficient capital and generate revenues to support our operating expenses , there can be no assurance that the revenue will be sufficient to enable us to develop our business to a level where it will generate profits and cash flows from operations.  In addition, if we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly-issued securities may have rights, preferences, or privileges senior to those of existing stockholders.  If we obtain additional debt financing, a substantial portion of our operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, and the terms of the debt securities issued could impose significant restrictions on our operations.

The loss of John Amand, our President, 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 John Amand, our President.  The loss of services of Mr. Amand 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.  
7

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.  Due to our 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 that 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 certain extent fixed, and it will be difficult for us to adjust spending in a timely manner to

8

compensate for any unexpected revenue shortfall.  Accordingly, any significant shortfall in demand for our products and services in relation to our expectations would have an immediate adverse impact on our business, results of operations and financial condition, which could be material.  Due to all of the foregoing factors, we believe that our quarterly operating results are likely to vary significantly in the future.  Therefore, in some future quarter our operating results may fall below the expectations of securities analysts and investors.  In such event, the trading price of our common stock would likely be materially adversely affected.  
 
We plan to use any revenues received to further develop and advance our range of re-enactment products, and to increase our sales and marketing.  Many of the expenses associated with these activities (for example, costs associated with hiring professional consultants for historical accuracy of our product range) are relatively fixed in the short-term.  We may be unable to adjust spending quickly enough to offset unexpected revenue shortfalls.  If so, our operational results will suffer.

Because we have a limited operating history, we may not be able to successfully manage our business or achieve profitability, 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 2005 as WWR. We have a limited operation history.  The market for products sold through the Internet has only recently begun to develop and is rapidly evolving.  If our website is inactive, we may experience limited sales.  Our prospects must be considered in light of the risks, costs and difficulties frequently encountered by companies in their early stage of development, particularly companies in the new and rapidly evolving Internet market.  In order to be successful, we must, among other things, attract, retain and motivate qualified customers to view our website, successfully implement our Internet marketing  programs,  respond to competitive developments and successfully expand our internal infrastructure, particularly sales, marketing and administrative personnel and its accounting system.  There is, therefore, nothing at this time on which to base an assumption that our business will prove successful, and there is no assurance that it will be able to operate profitably if or when operations commence.  You may lose your entire investment due to our lack of experience.
 
Our industry is highly competitive and we may not have the resources to compete effectively and be profitable, and as a result, you may lose your entire investment.

The markets for our products and services are new and intensely competitive.  We expect competition to persist, increase, and intensify in the future as the markets for our products and services continue to develop and as additional companies enter each of its markets.  We are aware of a few major retailers as well as smaller entrepreneurial companies that are focusing significant resources on developing and marketing products and services that will compete with our products and services.  Numerous product offerings and services that compete with those of ours can be expected in the near future.  Intense price competition may develop in our markets.  We face competition in the overall Internet market, as well as in each of the market segments where our products and services compete.  We have multiple competitors for each of our products and services.  Many of our current and potential competitors in each of its markets have longer operating histories and significantly greater financial, technical and marketing resources,

9

 
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 media, 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 electronic market media.  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, 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 our products and services in response to both evolving demands of the marketplace and competitive product offerings.  As a result, demand for and market acceptance of new products or services is subject to a high level of uncertainty, risk, and competition.  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.
  
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.  If our website is inactive, we may experience limited sales.  We have limited experience in the businesses comprising our Internet/Direct Commerce business.  In order for our Internet/Direct Commerce business to succeed, we must, among other things:
 
 
·
make significant investments in our Internet/Direct Commerce business, including upgrading our technology and adding a significant  number of new employees;
 
·
significantly increase our online traffic and sales volume;
 
·
attract and retain a loyal base of frequent visitors to our website;
 
·
expand the products and services we offer over our website;
 
·
respond to competitive developments and maintain a distinct brand identity;
 
·
form and maintain relationships with strategic partners;
 
·
provide quality customer service; and
 
·
continue to develop and upgrade our technologies.
 

10

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.
 

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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 World Wide Relics, 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.
 
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.
 
John Amand, our co-director and President, 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 that Mr. Amand, our co-director, and President will devote to our business will be limited.  He is currently working with WWR’s employees.  Thus, there exist potential conflicts of interest including, among other things, time, and effort with such other business entities.  Currently, Mr. Amand is not involved in any other entity, which is engaged in a similar business as our company.  Mr. Amand will not spend full time operating our company.  This may cause delays in the implementation of our business plan.
 
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John Amand will continue to influence matters affecting our company after this offering, which may conflict with your interests.

After giving effect to this offering, John Amand, a director and President of our Company will not beneficially own any outstanding shares of common stock of our Company.   Mr. Amand may, however, be able to influence the vote on all matters submitted to a vote of our stockholders, including the election of directors, amendments to the certificate of incorporation and the by-laws, and the approval of significant corporate transactions.  

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.

Unforeseeable circumstances may occur which could compel us to seek additional funds.  Future events, including the problems, delays, expenses and other difficulties frequently encountered by start-up companies may lead to cost increases that could require additional financing  Thus, we may have to borrow or otherwise raise additional funds to accomplish such objectives.  We may seek additional sources of capital, including an 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.

RISKS RELATING TO OUR COMMON SHARES

You will not receive dividend income from an investment in the shares and as a result, you may never see a return on your investment.

We have never declared or paid a cash dividend on our shares nor will we in the foreseeable future.  We currently intend to retain any future earnings, if any, to finance the operation and expansion of our business.  Accordingly, investors who anticipate the need for immediate income from their investments by way of cash dividends should refrain from purchasing any of the securities offered by our company.  As we do not intend to declare dividends in the future, you may never see a return on your investment and you indeed may lose your entire investment.

Future sales of restricted shares could decrease the price a willing buyer would pay for shares of our common stock and impair our ability to raise capital.

Upon the issuance of the securities in this offering 5,000,000 Shares of Common Stock will be held as “restricted securities” as that term is defined under the Securities Act of 1933, as

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amended, (the “Securities Act”) and in the future may be sold in compliance with Rule 144 of the Securities Act, or pursuant to a Registration Statement filed under the Securities Act.  5,000,000 of these shares are held by an affiliate.  Rule 144 provides, in essence, that a non-affiliated person holding restricted securities for a period of six months in a reporting company may sell those securities in unsolicited brokerage transactions or in transactions with a market maker, in an amount equal to not less than one percent of our outstanding common stock every three months if the company has been reporting at least ninety days.  Sales of unrestricted shares by our affiliates are also subject to the same limitation upon the number of shares that may be sold in any three-month period.  Additionally, Rule 144 requires that an issuer of securities make available adequate current public information with respect to the issuer.  Such information is deemed available if the issuer satisfies the reporting requirements of sections 13 or 15(d) of the Securities and Exchange Act of 1934 (the “Securities Exchange Act”) or of Rule 15c2-11 there under.  Rule 144 also permits the termination of certain restrictions on sales of restricted securities by persons who were not affiliates of our company at the time of the sale and have not been affiliates in the preceding three (3) months.  Such persons must satisfy a one (1) year holding period.  There is no limitation on such sales and there is no requirement regarding adequate current public information.  Investors should be aware that sales under Rule 144, or pursuant to a Registration Statement filed under the Act, may have a depressive effect on the market price of our securities in any market that may develop for such shares.

State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.

Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state.  If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state.  In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.

Our Common Stock Is A “Penny Stock,” And Compliance With Requirements For Dealing In Penny Stocks May Make It Difficult For Holders Of Our Common Stock To Resell Their Shares.

Currently there is no public market for our common stock.  If the common stock is ever listed in, the public market in what is known as the over-the-counter market and at least for the foreseeable future, our common stock will be deemed to be a “penny stock” as that term is defined in Rule 3a51-1 under the Securities Exchange Act of 1934.  Rule 15g-2 under the Exchange Act requires broker/dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain from these investors a manually signed and dated written acknowledgement of receipt of the document before effecting a transaction in a penny stock for the investor's account.  Compliance with these requirements may make it more difficult for holders of our common stock to resell their shares to third

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Parties or otherwise, which could have a material adverse effect on the liquidity and market price of our common stock.

Penny stocks are stocks with a price of less than $5.00 per share unless traded on NASDAQ or a national securities exchange.

Penny stocks are also stocks, which are issued by companies with:
 
Net tangible assets of less than $2.0 million (if the issuer has been in continuous operation for at least three years); or $5.0 million (if in continuous operation for less than three years); or average revenue of less than $6.0 million for the last three years.

FORWARD LOOKING STATEMENT

Certain statements in this document are forward-looking in nature and relate to trends and events that may affect the Company’s future financial position and operating results.  The words “expect” “anticipate” and similar words or expressions are to identify forward-looking statements.  These statements speak only as of the date of the document; those statements are based on current expectations, are inherently uncertain, and should be viewed with caution.  Actual results may differ materially from the forward-looking statements as a result of many factors, including changes in economic conditions and other unanticipated events and conditions.  It is not possible to foresee or to identify all such factors.  The Company makes no commitment, other than as required, to update any forward-looking statement or to disclose any facts, events, or circumstances after the date of this document that may affect the accuracy of any forward-looking statement.

RELIANCE ON MANAGEMENT
 
The investors will have no rights to participate in the management decisions of the Company; the shareholder will only have such rights as other shareholders.

SPIN-OFF AND PLAN OF DISTRIBUTION

Distributing Company:
 
CCUC is distributing the shares of WWR in its capacity as underwriter of this offering
     
Shares To Be Distributed:
 
 6,478,559 shares of our common stock, $0.001 par value.  The shares to be distributed in the spin-off will represent 100% of our total common shares outstanding.
     
Distribution Ratio:
 
One (1) of our common shares for every two (2) common shares of CCUC owned of record on November 1, 2008.  No cash distributions will be paid.  Fractional shares will be rounded to the next whole share.
     
No Payment Required:
 
No holder of CCUC common shares will be required to make any payment, exchange any shares or to take any other action in order to receive our common shares.

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Record Date:
 
The record date for WWR’s distribution shares is November 1, 2008.  After the record date, the CCUC common shares will be trading “ex dividend,” meaning that persons who have bought their common shares after the record date are not entitled to participate in the distribution.
     
Prospectus Mailing Date:
 
                    , 2009.  We have mailed this prospectus to you on or about this date free of charge.
     
Distribution Date:
 
6,478,559 of our common shares, which are held by CCUC, will be delivered to the distribution agent on this date, and the spin-off will be completed.
   
   
The distribution date will be a date within ten (10) days following the prospectus mailing date designated above.  You will be entitled to receive our shares even if you sold your CCUC shares after the record date.  A certificate representing your shares of our common stock will be mailed to your address of record as of the record date.  The mailing process is expected to take about thirty (30) days.
     
Distribution Agent:
 
The distribution agent for the spin-off will be Continental Stock Transfer, New York, NY.
     
Listing and Trading of Our Shares:
 
There is currently no public market for our shares.  We do not expect a market for our common shares to develop until after the distribution date.  Our shares will not qualify for trading on any national or regional stock exchange or on the NASDAQ Stock Market.  VFinance has filed to become our primary market maker. If a public trading market develops for our common shares, of which there can be no assurance, we cannot ensure that an active trading market will be available to you.  Many factors will influence the market price of our shares, including the depth and liquidity of the market that may develop investor perception of our business, growth prospects, and general market conditions.


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We have applied for trading of our common stock on the over-the-counter (OTC) Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part.  To have our securities quoted on the OTC Bulletin Board we must: (1) be a company that reports its current financial information to the Securities and Exchange Commission, banking regulators or insurance regulators; and (2) has at least one market maker who completes and files a Form 211 with NASD Regulation, Inc., which VFinance has done. The OTC Bulletin Board differs substantially from national and regional stock exchanges because it (I) operates through communication of bids, offers and confirmations between broker-dealers, rather than one centralized market or exchange; and, (2) securities admitted to quotation are offered by one or more broker-dealers rather than “specialists” which operate in stock exchanges.  There is currently no market for our shares of common stock.  There can be no assurance that a market for our common stock will be established or that, if established, such market will be sustained.  Therefore, purchasers of our shares registered hereunder may be unable to sell their securities, because there may not be a public market for our securities.  As a result, you may find it more difficult to dispose of, or obtain accurate quotes of our common stock.  Any purchaser of our securities should be in a financial position to bear the risks of losing their entire investment.


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DESCRIPTION OF BUSINESS

BUSINESS OF WORLD WIDE RELICS

History of the Company
 
Initially, World Wide Relics, Inc. (“WWR”) was incorporated on January 18, 2005, as a Nevada corporation under the name, World Wide Relics, Inc.  On January 15, 2006, WWR sold to Western Securities Corporation (“Western Securities”), a Louisiana corporation, 6,478,559 shares of its common stock having a par value $0.001 per share for net consideration of $1,000.  In January 2007, Western Securities sold the 6,478,559 shares of WWR in exchange for 201,000 shares of common stock in Classic Costume Company, Inc.(”CCUC”) and a note for $30,000 from CCUC; a then recently organized Delaware Corporation, pursuant to a Plan of Sale.   CCUC was incorporated on December 28, 2006.  CCUC's decision to divest itself of WWR was made  in October, 2008, during the process of the sale of control of CCUC after  Mr. Gary Spaniak, CCUC’s, President, conducted an internal review of the Company’s operations and identified   the potential to create long-term shareholder value through pursuing opportunities in the automotive services sector.   As part of this strategic review CCUC considered whether to retain WWR operations, sell WWR operations to a third party or to existing WWR management, or to effect a spin-off.  Mr. Spaniak decided on the option to spin-off WWR because it required less time of the new management to effect and the probability of a cash sale of WWR appeared to be unlikely.

Overview
 
We are a development stage corporation formed to market our lines of historical costumes and reenactment clothing, through our website with the registered domain name of WorldWideRelics.Com.  To date, we have  marketed a range of political uniforms known as “Britain in the 1930’s”  we have  sold these items with limited success to the growing market of worldwide enthusiasts and collectors.  We intend to market products to the Civil War reenactment market including

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uniforms for both the Union and Confederate Civil War .  This range includes both uniforms as well as accoutrements such as boots, belts, and back packs produced to what we believe is a museum quality standard.  As a result of our limited success in marketing WWI, and WWII memorabilia, our final sales entry point is the marketing of this Civil war memorabilia, while still making available to consumers, both British and German uniforms from both the world wars to satisfy the demand from the growing re-enactment groups that are appearing worldwide.

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 into a Web browser.  We have registered the Domain Name “worldwiderelics.com”.  We also filed an application 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 Google, 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. during such times that there are historical re-enactment events.

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The Technology

We are using UJNA International to manufacture our product line.  UJNA International is a well established provider of historical costumes having provided to such media organizations as ABC and numerous film companies.  They offer an eclectic range of goods from Civil Re-enactment supplies through to full uniforms for those who re-enact battle scenes.  UJNA International has interests in tannery facilities and a textile mill based in the surrounds of Kampoor in Southern India.  Mr. Sanjay Suri, the proprietor of UJNA international, is responsible for verifying the authenticity of the products, in conjunction with Mr. Amand. 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 us the most effective point of sale systems to fulfill the amateur re-enactors needs.  Once our website is active customers may download a measurement chart from the website of www.worldwiderelics.com, so the amateur enthusiast is able to email his or her measurements to the dedicated email address and make a credit card payment through Pay Pal.  Upon receipt of this information, the measurements are formatted and emailed to UJNA International for fulfillment.  Within ten days, the finished product is drop shipped from Kanpoor in India direct to the purchaser.
 
As the Internet has become more complex, more easily accessed, and more plentiful in rich media, it has increasingly become a destination for those wanting to purchase leisure goods.  Historically hobby re-enactor enthusiasts were limited on the availability of products such as uniforms and accoutrements.  Usually they were advertised through magazines that covered the relevant history periods such as Civil War Times or at yearly re-enactment gatherings.  Most products were in standard sizes so any purchases by the enthusiast resulted in considerable home tailoring and size re-adjustment.  By using the internet platform provided by our company the hobby re-enactor is guaranteed that providing he follows the measuring instructions he will receive a perfectly fitting period costume with the correct feel.

Because UJNA International uses cheap labor that stitches by hand all products offered are all but indistinguishable from period articles.  As the costs of low volume production in India are a fraction of the costs in the United States, the Company is able to deliver the product and still make a profit since the margin after shipping costs is relatively high.
 
We have no formal written agreement with Mr. Sanjay Suri, the proprietor of UJNA International, nor with UJNA International itself.  All orders are taken and fulfilled with UNJA International on an order by order basis and there is no assurance that this relationship will continue, nor will remain exclusive.

Products

We intend to sell a range of historical costumes to the amateur re-enactor.  To date, we have sold a range known as ‘Britain in the 1930’s’ which consists of what we believe is 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 planning to sell in conjunction with UJNA International  a range of what we believe are museum quality copies of Civil War uniforms covering both Confederate and Union forces.  In conjunction with this launch, anticipated for Spring, 2010 we will   selling a   continue to sell 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 respective periods of history.

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Merchandising and Internet/Direct Commerce
     
Our retail merchandising and Internet/Direct Commerce businesses will be competing 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 military paraphernalia shows.

Competition

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

Amongst the competitors is Fall Creek Suttlery, Inc, www.fcsutler.com, founded in 2003.  The range of uniform products on offer gives some idea of the market size.  A typical civil war style uniform jacket is offered for sale at $149.
 
Mercury Supply Company of Livingston, Texas offers an online catalogue and is a pure e-commerce business.  Again, the company is privately held so no figures are available for turnover of profitability.  The average cost of reenactment uniforms for both North and South is around $250.
    
The following are some of the other competitors in the market: www.tombstoneoutfitters.com and 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.


MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward-Looking Statements

Management’s Discussion and Analysis contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as well as historical information.  Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that the expectations reflected in these forward-looking statements will prove to be

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

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

(a) volatility or decline of our stock price;

(b) potential fluctuation in quarterly results;

(c) our failure to earn revenues or profits;

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

(e) inadequate capital to continue business;

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

(g) rapid and significant changes in markets;

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

(i) insufficient revenues to cover operating costs.

You should read the following discussion and analysis in conjunction with our financial statements and notes thereto, included herewith.  This discussion should not be construed to

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imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.  Such discussion represents only the best present assessment of management.

PLAN OF OPERATION

Overview
 
We are a development stage corporation formed to market a unique line of historical costumes and reenactment clothing lines, and through our website with the registered domain name of WorldWideRelics.Com.   The website is currently working, however we are updating it and adding new features. The website redesign should be completed by December 15, 2009, and we have estimated the cost of this redesign to be approximately $10,000 in software development costs. Until that date the Company will be reliant on putting items on Ebay, the personal selling abilities of Mr. Amand at shows and customers whom mail in orders. To date, we have marketed a range of political uniforms known as “Britain in the 1930’s” these items have been  sold  to the growing market of worldwide enthusiasts and collectors.  We intend to market a new range of products to the Civil War reenactment market by selling a range of 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 what we believe is a museum quality standard, while still making available 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 worldwide. We anticipate that the pursuit of the additional civil war market will be feasible by the Spring, of 2010 provided that adequate funding is available.

Next year, 2010, will mark the 145th anniversary of the end of the Civil War. As such, there are an unusually large number of Civil War reenactments scheduled throughout the United States. Events are planned from February to December in, among other places, California, Florida, Georgia, Kentucky, Mississippi, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, West Virginia and Wisconsin. We expect that this heightened demand will coincide with a proportional increase in sales.  The Gettysburg reenactment, for example, takes place over independence Day weekend each year and attracts thousands of reenactors, complete with mounted cavalry and further, World Wide Relics plans to send an independent sales representative to many of these events in order to set up a booth to sell items, and generally increase awareness of our offerings.

Most of the battles scheduled for reenactment next year took place in 1865. During this period the Confederate Army ordered all troops to wear official uniforms, as opposed to the civilian clothing seen earlier in the war. Thus we expect that many participants who normally wear “civilian” period clothing for reenactments will choose to purchase uniforms of the type we market.

In addition to the expected increase in sales related to our new line, we plan to market new items as well. We plan to recreate the “butternut” colored uniforms seen near the end of the war when traditional gray dyes became scarce. Because the bulk of the reenactments will take place in the summer months, we will also introduce replicas of the white confederate uniforms that were authorized for warm weather campaigns.

We are in discussions with our manufacturer UJNA about the feasibility of recreating these uniforms In accordance with this new target market we will be changing our sole focus from our British uniform line which has sold poorly over the last year as evidenced in our declining sales figures while still making these available to consumers.
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We plan to update our website to reflect the redesign of our product line in accordance with the company’s new focus.  Since March 2009 management has been conducting analysis of the civil war reenactment market by attending trade shows. Additionally we have had prolonged discussions with our suppliers regarding economies of scale and future product lines in order to ascertain fixed and marginal costs, optimal prices and potential profits.

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 registered and trademarked our website domain name, “worldwiderelics.com.”

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

The historical costumes and reenactment clothing industry can be subject to seasonal variations in demand.  We expect that most of our products will see the greatest demand during the winter holiday shopping period, and possibly the summer months during the reenactment season.  Consequently, we expect to be most profitable during the fourth quarter of our fiscal year.  Quarterly results may also be materially affected by the timing of new product introductions, the gain, or loss of significant customers or product lines and variations in merchandise mix.  We will make decisions about purchases of inventory well in advance of

24

 
the time at  which  such  products  are  intended  to be  sold.  Accordingly, our performance in any particular quarter may not be indicative of the results that can be expected for any other quarter or for the entire year.  Significant deviations  from  projected  demand for  collectibles merchandise  could have a material  adverse  effect on our  financial condition  and  quarterly or annual  results of  operations.

Demand for our merchandise is affected by the general economic conditions in the United States.  When economic conditions are favorable and discretionary income increases, purchases of non-essential items like collectibles merchandise and animation art generally increase.  When economic conditions are less favorable, sales of historical costumes and reenactment clothing are generally lower.  In addition, we may experience more competitive pricing pressure during economic downturns.  Therefore,   any significant economic downturn or any future changes in consumer spending habits could have a material adverse effect on our financial condition and results of operations.

There is no guarantee that we will be able to generate sufficient sales to make our operations profitable.  We may continue to have little or no sales and continue to sustain losses in the future.  If we continue to sustain losses, we will be forced to curtail our operations and go out of business.  Our success depends in a large part in the ability of our suppliers to create additional product lines sufficient to create a catalog of uniforms to offer allowing us to implement a successful marketing and sales plan.  While we are currently seeking to hire additional computer programmers and historians to consult with as to historical accuracy and content there is no guarantee that these efforts will result in any substantial sales.  Because of the lack of funding, we are unable to hire a dedicated programming and historical research consulting team who will devote their efforts to helping us design and create new lines of reenactment product in coordination with our production resources, in a timely manner.

If we are able to obtain funding to become fully operational, there is no guarantee that we will be able to find personnel who will be able to work closely with the company to help design and create new lines of product or to process orders, including special orders, made via the internet.

Critical Accounting Policies
 
We have identified the following policies below as critical to our business and results of operations.  For further discussion on the application of these and other accounting policies, see Note 1 to the accompanying audited financial statements for the period ended December 31, 2008, included elsewhere in this Prospectus.  Our reported results are impacted by the application of the following accounting policies, certain of which require management to make subjective or complex judgments.  These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations.  For all of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment.  Specific risks associated with these critical accounting policies are described in the following paragraphs.
 

25

 
Use of Estimates in the Preparation of Financial Statements
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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.
 
Revenue Recognition
 
The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin 104 for revenue recognition.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.  In circumstances when these criteria are not met, revenue recognition is deferred until resolution occurs.

Shipping and Handling Costs

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

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.

 
PLAN OF OPERATIONS – WORLD WIDE RELICS,  Inc.
 
 WWR was initially formed in January 2005.   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

26

 
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; and
 
3.   To maximize the competitive advantage we hold through the sale of quality products which consumers value.
 
Our financial statements are prepared in accordance with U.S. generally accepted accounting principles and we have expensed all development expenses related to the establishment of the company.
 
RESULTS OF OPERATIONS - WORLD WIDE RELICS
 
Results of Operations - Comparison for the Three and  Nine Months Ended September 30, 2009 to the Three and Nine Months Ended September 30, 2008.

The Company severed its relationship from CCUC, which, as stated elsewhere, resolved to pursue opportunities in the fabrication and selling of ‘stretch limousine’ vehicles.  The lack of working capital hampered operations in both 2009 and 2008. Management time was taken in the preparation and filing of its registration statement, substantial time and thought was spent in updating our website, and, of course, dealing with the global credit crisis. The measure of our success in the future will depend on our ability to navigate through a treacherous macroeconomic environment and challenging market conditions, execute on our strategic vision, including attracting and retaining the management talent necessary for such execution, designing and delivering products that are acceptable to the marketplaces that we serve, sourcing the manufacture and distribution of our products on a competitive and optimal basis and focusing our retail capabilities.

27

The summary of selected financial data table below should be referenced in connection with a review of the following discussion of our unaudited results of operations for both the three months and the nine months ended September 30, 2009 compared to the three and nine months ended September 30, 2008.
 
   
Nine Months Ended September 30,
 
   
2009
   
2008
   
$ Change
   
% Change
 
Sales
 
$
-
   
$
386
   
$
(386
)
   
(100.0
%)
Cost of sales
   
-
     
80
     
(80
)
   
(100.0
%)
Gross margin
   
-
     
306
     
(306
)
   
(100.0
%)
                                 
Selling, general & administrative
   
42,883
     
(74,000
)
   
(31,117
)
   
(42
%)
Intangible amortization
   
-
     
75
     
(75
)
   
(100.0
%)
Total operating expenses
   
42,883
     
74,075
     
(31,192
)
   
42
%
Net income (loss)
 
$
(42,883
)
 
$
(73,769
)
 
$
(30,886
)
   
(42
%)
 
   
Three Months Ended September 30,
 
   
2009
   
2008
   
$ Change
   
% Change
 
Sales
 
$
-
   
$
-
   
$
-
     
0.0
%
Cost of sales
   
-
     
-
     
-
     
0.0
%
Gross margin
   
-
     
-
     
-
     
0.0
%
                                 
Selling, general & administrative
   
15,000
     
-
     
15,000
     
100.0
%
Intangible amortization
   
-
     
25
     
(25
)
   
(100.0
%)
Total operating expenses
   
15,000
     
25
     
14,975
     
600.
%
                                 
Net income (loss)
 
$
(15,000
)  
 
$
(25
)
 
$
14,975
     
600
%

28

Results of Operations – Comparison for the three and nine month periods ended September 30, 2009 and 2008

Revenues

For the  nine months ended September 30, 2009 revenues were $nil as compared to $386 for the corresponding 2008 period. During the  nine month period ended September 30, 2009 Mr. Owens resigned as Vice President of CCUC and became a Director and Secretary of WWR, in addition Mr. Amand was retained as President. The Company conducted a review of the products that it had been marketing. Due to the lack of sales at the times the Company decided to emphasize the sale of US civil war memorabilia and focus less on the international market. The decrease in sales can be attributed to the timing of orders placed by our customers.

For the three months ended September 30, 2009 revenues were $nil as compared to $nil for the corresponding 2008 period.

Cost of Sales
 
For the  nine months ended September 30, 2009 cost of sales were $nil as compared to $80 for the corresponding prior period. This decrease in cost of sales 100%, can be attributed to the timing of orders received from our customers and the respective expense related to those sales.

For the three months ended September 30, 2009 cost of sales were $nil as compared to $nil during the corresponding prior period.
 
Operating Expenses

For the  nine months ended September 30, 2009 we incurred $ 42,883 in selling, general & administrative expenses as compared to $ 74,075 in the corresponding 2008 period. This decrease 42%, results from the “spin off” transaction with CCUC, wherein the operating expenses of the business remain with WWR. During the nine months ended September 30, 2009 we incurred $5,000 in fees related to audit and accounting services compared to $24,000 in the corresponding 2008 period.

For the three months ended September 30, 2009 we incurred $15,000 in selling, general and administrative expenses as compared to $25 in the corresponding 2008 period. The decrease is related to the timing of charges incurred related to audit fees and payroll expense related to Mr. Owens.

Liquidity and Capital Resources
 
As of September 30, 2009, our cash on hand was $2,521; total current assets were $8,309 and total current liabilities amounted to $5,329, including an advance from Mr. Amand of $329.  As of September 30, 2009, the total stockholders’ equity was $2,980.  Until the company achieves a net positive cash flow from operations, we are dependent on the Officer of the Company to advance us sufficient funds to continue operations as well the continued contribution of services by officers of the Company.  We may seek additional capital to fund potential costs associated with expansion and/or acquisitions.
 
In their report dated April 14, 2009, our independent auditors stated that our financial statements for the year ended December 31, 2008 were prepared assuming that we would continue as a going concern.  Our ability to continue as a going concern is an issue raised as a result of recurring losses from operations and cash flow deficiencies since our inception.  We continue to experience net losses.  Our ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, increasing sales or obtaining loans and grants from various financial institutions where possible. In light of our financial position, and the current global credit crisis, we may be unable to raise working capital sufficient to continue to fund the operations of the business. If we are unable to continue as a going concern, you may lose your entire investment. Our management has currently been advancing funds to the Company to help sustain its operations on a non-interest bearing and unsecured basis.  Given the difficult current economic environment, we believe that it will be difficult to raise additional funds and there can be no assurance as to the availability of additional financing or the terms upon which additional financing may be available.  In addition, the going concern explanatory paragraph included in our auditor’s report on our consolidated financial statements could inhibit our ability to enter into strategic alliances or other collaborations or our ability to raise additional financing.  If we are unable to obtain such additional capital, we will not be able to sustain our operations and would be required to cease our operations and/or seek bankruptcy protection.  Even if we do raise sufficient capital and generate revenues to support our operating expenses, there can be no assurance that the revenue will be sufficient to enable us to develop our business to a level where it will generate profits and cash flows from operations.  In addition, if we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly-issued securities may have rights, preferences, or privileges senior to those of existing stockholders.  If we obtain additional debt financing, a substantial portion of our operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, and the terms of the debt securities issued could impose significant restrictions on our operations.
29

 
We estimate that in the next nine months we will need approximately $50,000 in new funds; specifically $10,000 in website design and software costs, $14,000 in employee salaries, commission and consulting, $6,000 for periodical and online marketing and promotion, $10,000 for inventory and product samples, and $10,000 in working capital.
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.


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

Revenues

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

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

Operating Expenses
 
For the year ended December 31, 2008, our operating expenses were $74,282, as compared to $8,539 for the prior year.  The increase in operating expenses relates to charges incurred for audit fees, as well as payroll expense associated with services contributed by officers of the Company.
 
Liquidity and Capital Resources

As of December 31, 2008, our cash on hand was $75; total assets were $8,363, total current liabilities were $ nil and total stockholders’ equity was $8,363.  Until the company achieves a net positive cash flow from operations, we intend to use debt to cover the anticipated negative cash flow. We are seeking additional capital to fund potential costs associated

30

 
with expansion and/or acquisitions.  We believe that future funding may be obtained from public or private offerings of equity securities, debt or convertible debt securities or other sources.  Stockholders should assume that any additional funding will likely be dilutive.  Accordingly, our officers, directors and other affiliates have provided and will continue to provide periodic cash inflows without interest in order to assist the Company in meeting its operational obligations.  Because of our limited operations, if our officers and directors do not pay for our expenses, we will be forced to obtain funding.  We currently do not have any arrangements to obtain additional financing from other sources.  In view of our limited operating history, our ability to obtain additional funds is limited.  Additional financing may only be available, if at all, upon terms which may not be commercially advantageous to us.
 
Inflation

The impact of inflation on the costs of our company, and the ability to pass on cost increases to its customers over time is dependent upon market conditions.  We are not aware of any inflationary pressures that have had any significant impact on our operations over the past quarter, and we do not anticipate that inflationary factors will have a significant impact on future operations.

OFF-BALANCE SHEET ARRANGEMENTS

We do not maintain off-balance sheet arrangements nor do we participate in non-exchange traded contracts requiring fair value accounting treatment.


DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Executive Officers and Directors

Below are the names and certain information regarding our sole executive officer and directors:
 
Name
Age
 Position
John Amand
58
Chief Executive Officer, Chief Financial Officer, President and  Director
E. Todd Owens    32 Secretary, Principal Accounting Officer and Director
Set forth below is a biographical description of our executive officers and directors based on information supplied by each of them.

John Amand.  Mr. Amand has been the President and a director of our Company since January 2006.  He was born in Buffalo, New York in 1951.  Mr. Amand was employed by BASF in their Troy branch from the early seventies until 1975.  In 1975 he took the role of a supporting actor in the Wyandotte Community


31

 
Theater production of ‘Inherit the Wind’, which led to work in a number of motion pictures including ‘Pals’ along with George C Scott, Don Ameche and Sylvia Sydney.  Mr. Amand currently resides near Savannah, Georgia and devotes his spare time to writing and publishing articles on a variety of subjects.  He had been disabled for the past twelve years with avascular necrosis, a bone disease.  He devotes such time to the Company as is required by its current operations.

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

CODE OF ETHICS
 
We have not adopted a Code of Ethics and Business Conduct for Officers, Directors and Employees that applies to all of the officers, directors and employees of our company.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the cash compensation (including cash bonuses) paid or accrued and equity awards granted by us for years ended December 31, 2008 and 2007 to our Chief Executive Officer and our most highly compensated officers other than the Chief Executive Officer at December 31, 2008 whose total compensation exceeded $100,000. No compensation greater than $100,000 was awarded during 2009.

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 ($)
Total ($)
J. Amand (1)
2008
--
--
--
--
--
--
--
--
 
2007
--
--
--
--
--
--
--
--
E. Todd Owens
2008
-
-
-
-
-
-
-
-
 
2007
-
-
-
-
-
-
-
-

(1) President and director.

32

OUTSTANDING EQUITY AWARDS

No 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.
 
DIRECTOR INDEPENDENCE

Our board of directors has determined that Messrs. Amand and Owens are not “independent” directors, based upon the based on the independence criteria set forth in the corporate governance listing standards of the Nasdaq Stock Market, the exchange that we selected in order to determine whether our directors and committee members meet the independence criteria of a national securities exchange, as required by Item 407(a) (1) of Regulation S-K. An independent director means a person who is not an employee (or a relative of an employee), who has no material business relationship with the company, and also in not a significant owner of the company’s shares. Due to its small size the Company does not presently have a separately designated audit committee, compensation committee or nominating committee.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of September 30, 2009 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, as such will exist after the issuance of shares.  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 6,478,559 shares of common stock outstanding as of September 30, 2009.

  
 
Common Stock Beneficially Owned (1)
   
Percentage of Common Stock (1)
Classic Costume Company, Inc.
   
6,478,559
     
100%
817 West End Avenue, Suite 3C
New York, NY 10025
             
 
The following table sets forth certain information, as of September 30, 2009 with respect to the pro forma 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, as such will exist after the issuance of shares.  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 6,478,559 shares of common stock outstanding as of September 30, 2009.
33


 
Common Stock Beneficially Owned (1)
 
Percentage of Common Stock (1)
E, Todd Owens (2)
5,000,000
 
77.2%
817 West End Avenue Suite 3C      
New York, NY 10025
     
J. Amand (2)
-
 
-
       
Sichenzia Ross Friedman Ferrence, LLP
1,079,559
 
16.6%
1065 Avenue if Americas, 21st Floor
     
New York, New York 10018
     
       
All officers and directors as group (2) persons
5,000,000
 
77.2%

(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

34

 
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.

(3) The firm itself owns the shares they are not acting as an agent for a third party
 
EQUITY COMPENSATION PLAN INFORMATION

The following table shows information with respect to each equity compensation plan under which the Company’s common stock is authorized for issuance as of December 31, 2008.

           
Number of securities
   
Number of securities
     
remaining available for
   
to be issued upon
 
Weighted average
 
future issuance under
   
exercise of
 
exercise price of
 
equity compensation
   
outstanding options,
 
outstanding options,
 
plans (excluding
Plan category
 
warrants and rights
 
warrants and rights
 
securities in first column)
             
Equity compensation
           
plans approved by
           
security holders
 
None
 
-
 
None
             
Equity compensation
           
plans not approved by
           
security holders
 
None
 
-
 
None
             
Total
 
None
 
-
 
None


35

 
Selling Shareholders
 
6,478,559 shares of our common stock are being spin-off to the shareholders of CCUC. In addition, 1,478,559 shares of  common stock which form that portion of the spun off shares not owned by  the controlling shareholder are being registered for resale to the public. Persons who may be deemed to be our affiliates after the distribution generally include individuals or entities that control, are controlled by or are under common control with us, which may include certain of our executive officers, directors, or principal stockholders. Securities held by our affiliates will be subject to resale restrictions under the Securities Act. Our affiliates will be permitted to sell shares of our common stock only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act. “Although it is receiving no proceeds from the offering CCUC may be deemed to be a selling shareholder since it is distributing the 6,478,559 shares to its shareholders of record as at November 1, 2008. CCUC owned all 6,478,559 shares (100%) prior to the Offering. It is the parent of the Company. E. Todd Owens, who is receiving 5,000,000 shares in the spin-off has declared that he is the sole control person in the Company.

The selling shareholders named below are selling the securities. The table assumes that all of the securities will be sold in this offering. However, any or all of the securities listed below may be retained by any of the selling shareholders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling shareholders upon termination of this offering. These selling shareholders acquired their shares by virtue of the spin off also being registered herein. We believe that the selling shareholders listed in the table have sole voting and investment powers with respect to the securities indicated. We will not receive any proceeds from the sale of the securities by the selling shareholders. No selling shareholders are broker-dealers or affiliates of broker-dealers.
 
 
Shares to
 
Shares
   
 
be offered
 
Amount
Percentage
Any
 
by the
 
owned after
owned after
transactions
 
Selling
Percentage
the offering
the offering
or
 
Stock-
owned before
assuming all
assuming all
Relationship
Selling shareholder
holders
Offering
shares sold
shares sold
in past 3 years
Audrey Alunan
1,000
 
.015%
 
0
 
0%
 
None
Aurora Alunan
1,000
 
.015%
 
0
 
0%
 
None
Gina Alunan
1,000
 
.015%
 
0
 
0%
 
None
Julio Alunan
1,000
 
.015%
 
0
 
0%
 
None
Michael Alunan
1,000
 
.015%
 
0
 
0%
 
None
Bond Street Investments
30,000
 
.46%
 
0
 
0%
 
None
Cindy Caleffie
5,000
 
.077%
 
0
 
0%
 
None
CEDE & Co.
10,650
 
.16%
 
0
 
0%
 
None
Bradley Fidler
1,000
 
.015%
 
0
 
0%
 
None
Drew Fidler
10,000
 
.155%
 
0
 
0%
 
None
Roger Fidler
10,000
 
.15%
 
0
 
0%
 
None
Barbara Gardener
10,000
 
.15%
 
0
 
0%
 
None
Robert Gardener
10,000
 
.15%
 
0
 
0%
 
None
International Capital Advisors
25,000
 
.39%
 
0
 
0%
 
None
Elaine Jordan
2,000
 
.03%
 
0
 
0%
 
None
J.D. Jordan
40,000
 
.61%
 
0
 
0%
 
None
Raymond Mariani
50,000
 
.77%
 
0
 
0%
 
None
Robert Mariani
50,000
 
.77%
 
0
 
0%
 
None
George Marquez
1,000
 
.015%
 
0
 
0%
 
None
Solenge Marquez
500
 
.007%
 
0
 
0%
 
None
PIVO Associates
1,000
 
.015%
 
0
 
0%
 
None
Sterling LLC
20,000
 
.30%
 
0
 
0%
 
None
National Vending
30,000
 
.46%
 
0
 
0%
 
None
Sichenzia Ross Friedman Ferrence
1,076,559
 
16.61%
 
0
 
0%
 
Parent’s Prior Counsel
Western Securities Corp.
99,850
 
1.54%
 
0
 
0%
 
None
                   
TOTAL:
1,478,559
 
22.82%
 
0
 
0%
   
 

36

Blue Sky

Thirty-eight states and the District of Columbia have what is commonly referred to as a “manual exemption” for secondary trading of securities such as those to be resold by Selling Stockholders under this registration statement. In these states, so long as we obtain and maintain a listing in Standard and Poor’s Corporate Manual, secondary trading can occur without any filing, review or approval by state regulatory authorities in these states. These states are: Alaska, Arizona, Arkansas, Colorado, Connecticut, Delaware, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, South Dakota, Texas, Utah, Vermont, Washington, West Virginia and Wyoming. We cannot secure this listing, and thus this qualification, until after this registration statement is declared effective. Once we secure this listing, secondary trading can occur in these states without further action.

All our shareholders currently reside in these states, outside the U.S. or in Pennsylvania, New York and Louisiana. We will make the appropriate filings in Pennsylvania, New York and Louisiana to permit sales of the securities registered in this offering.

We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.

PLAN OF DISTRIBUTION

With respect to the distribution of the spun off shares, shareholders of CCUC will receive one (1) of our shares for every two (2) shares of CCUC, which they owned on November 1, 2008, the record date of the distribution.  Fractional shares will be rounded up to the next whole share.  These distributions will be made within two (2) days of the date of this Prospectus by CCUC.
 
Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future. Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

Selling shareholders are offering up to 1,478,559 shares of common stock. The selling shareholders will offer their shares, if at all, at $0.05 per share until our shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders. We will pay all expenses of registering the securities.

The securities offered by this prospectus will be sold by the selling shareholders without underwriters and without commissions. The distribution of the securities by the selling shareholders may be effected in one or more transactions that may take place in the over-the-counter market or privately negotiated transactions.

The selling shareholders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by such selling shareholders, the pledge in such loan transactions would have the same rights of sale as the selling shareholders under this prospectus. The selling shareholders may also enter into exchange traded listed option transactions, which require the delivery of the securities listed under this prospectus. After our securities are qualified for quotation on the OTC Bulletin Board, the selling shareholders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such selling shareholders under this prospectus.

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In addition to the above, each of the selling shareholders will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the selling shareholders or any such other person. We have instructed our selling shareholders that they may not purchase any of our securities while they are selling shares under this registration statement.
 
Upon this registration statement being declared effective, the selling shareholders may offer and sell their shares from time to time until all of the shares registered are sold; however, this offering may not extend beyond two years from the initial effective date of this registration statement.

There can be no assurances that the selling shareholders will sell any or all of the securities. In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

All of the foregoing may affect the marketability of our securities. Pursuant to oral promises we made to the selling shareholders, we will pay all the fees and expenses incident to the registration of the securities.

Should any substantial change occur regarding the status or other matters concerning the selling shareholders or us, we will file a post-effective amendment disclosing such matters.

OTC Bulletin Board Considerations

To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. We have engaged in preliminary discussions with an FINRA Market Maker and they have filed our application on Form 211 with the FINRA, and FINRA has cleared such listing pending the effectiveness of the registration statement of which this prospectus forms a part. Based upon our counsel’s prior experience, we anticipate that after this registration statement is declared effective, it will take approximately 2 - 8 weeks for the FINRA to issue a trading symbol.

The OTC Bulletin Board is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Bulletin Board. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Bulletin Board.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Bulletin Board has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the bulletin board is that the issuer be current in its reporting requirements with the SEC.
 
Although we anticipate listing on the OTC Bulletin board will increase liquidity for our stock, investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTC Bulletin Board rather than on NASDAQ. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.

Investors must contact a broker-dealer to trade OTC Bulletin Board securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker.

Bulletin board transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.
 
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FEDERAL INCOME TAX CONSIDERATIONS

General

The following discusses U.S. federal income tax consequences of the spin-off transactions to CCUC stockholders who hold CCUC common stock as a capital asset.  The discussion that follows is based on the Internal Revenue Code, Treasury Regulations issued under the Internal Revenue Code, and judicial and administrative interpretations of the Code, all as in effect as of the date of this Prospectus, all of which are subject to change at any time, possibly with retroactive effect.  This summary is not intended as a complete description of all tax consequences of the spin-off, and in particular may not address U.S. federal income tax considerations applicable to CCUC stockholders who are subject to special treatment under U.S. federal income tax law.  Stockholders subject to special treatment include, for example:

·
foreign persons (for income tax purposes, a non-U.S. person is a person who is not a citizen or a resident of the United States, or an alien individual who is a lawful permanent resident of the United States, or meets the substantial presence residency test under the federal income tax laws, or a corporation, partnership or other entity that is not organized in or under the laws of the United States or any state thereof or the District of Columbia),
·
financial institutions,
·
dealers in securities,
·
traders in securities who elect to apply a market-to-market method of accounting,
·
insurance companies,
·
tax-exempt entities,
·
holders who acquire their shares pursuant to the exercise of employee stock options or other compensatory rights, and
·
holders who hold CCUC common stock as part of a hedge, straddle, conversion, or constructive sale.


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Further, no information is provided in this Prospectus with respect to the tax consequences of the spin-off under applicable foreign, state, or local laws.

CCUC stockholders are urged to consult with their tax advisors regarding the tax consequences of the spin-off to them, as applicable, including the effects of U.S. federal, state, local, foreign and other tax laws.

We believe that the distribution will not qualify as a tax-free distribution because we do not believe it meets the requirements of Section 355 of the Code.

Based upon the assumption that the spin-off fails to qualify as a tax-free distribution under Section 355 of the Code, then each CCUC stockholder receiving our shares of common stock in the spin-off generally would be treated as if such stockholder received a taxable distribution in an amount equal to the fair market value of our common stock when received.  This would result in:

·
a dividend to the extent paid out of CCUC’s current and accumulated earnings and profits at the end of the year in which the spin-off occurs; then
·
a reduction in your basis in CCUC common stock to the extent that the fair market value of our common stock received in the spin-off exceeds your share of the dividend portion of the distribution referenced above; and then
·
gain from the sale or exchange of CCUC common stock to the extent the amount received exceeds the sum of the portion taxed as a dividend and the portion treated as a reduction in basis.
·
each shareholder’s basis in our common stock will be equal to the fair market value of such stock at the time of the spin-off.  If a public trading market for our common stock develops, we believe that the fair market value of the shares will be equal to the public trading price of the shares on the distribution date.  However, if a public trading market for our shares does not exist on the distribution date, other criteria will be used to determine fair market value, including such factors as recent transactions in our shares, our net book value, and other recognized criteria of value.

Following completion of the distribution, information with respect to the allocation of tax basis among CCUC and our common stock will be made available to the holders of CCUC common stock.

Back-up Withholding Requirements

U.S. information reporting requirements and back-up withholding may apply with respect to dividends paid on and the proceeds from the taxable sale, exchange or other disposition of our common stock unless the stockholder:

·
is a corporation or comes within certain other exempt categories and, when required, demonstrates these facts; or
·
provides a correct taxpayer identification number, certifies that there has been no loss of exemption from back-up withholding and otherwise complies with applicable requirements of the back-up withholding rules.

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A stockholder who does not supply CCUC with his, her, or its correct taxpayer identification number may be subject to penalties imposed by the I.R.S.  Any amount withheld under these rules will be creditable against the stockholder’s federal income tax liability.  Stockholders should consult their tax advisors as to their qualification for exemption from back-up withholding and the procedure for obtaining such exemption.  If information reporting requirements apply to the stockholder, the amount of dividends paid with respect to the stockholder’s shares will be reported annually to the I.R.S. and to the stockholder.

Federal Securities Laws Consequences

Of the 6,478,559 shares of WWR common stock distributed to CCUC stockholders in the spin-off, 1,478,559 shares will be freely transferable under the Act, except for those securities received by persons who may be deemed affiliates of WWR under Securities Act rules.  Persons who may be deemed to be affiliates of WWR after the spin-off generally include individuals or entities that control, are controlled by, or are under common control with WWR, such as our directors and executive officers.  5,000,000 shares of our common stock will be held by affiliates after completion of the spin-off.

Persons who are affiliates of WWR generally will be permitted to sell their shares of WWR common stock received in the spin-off only pursuant to Rule 144 under the Securities Act.  However, because the shares received in the spin-off are not restricted securities, the holding period requirement of Rule 144 will not apply.  As a result, WWR common stock received by WWR affiliates pursuant to the spin-off may be sold if certain provisions of Rule 144 under the Securities Act are complied with (e.g., the amount sold within a three-month period does not exceed the greater of one percent of the outstanding WWR common stock or the average weekly trading volume for WWR common stock during the preceding four-week period, and the securities are sold in “broker’s transactions” and in compliance with certain notice provisions under Rule 144).

USE OF PROCEEDS

WWR will receive none of the proceeds of the 6,478,559 shares.


As of September 30, 2009 the Company’s 6,478,559 shares of issued and outstanding Common Stock were all held by CCUC.  The shares existing prior to the split were split into 6,478,559 shares and these shares will be spun out to the shareholders of CCUC at a rate of one World Wide share for each two shares of CCUC held by the present CCUC holders.  Only the shares to be held by E. Todd Owens will be subject to the volume selling requirements of Rule 144.

In general, under Rule 144 as currently in effect, a person or persons whose shares are aggregated, including an Affiliate, who has beneficially owned Restricted Shares for at least one

41

 
year is entitled to sell, within any three-month period, a number of such shares that does not exceed the greater of:

(i)  One percent of the outstanding shares of Common Stock; or
(ii)  The average weekly trading volume in the Common Stock during the four calendar weeks preceding the date on which notice of such sale is filed with the Securities and Exchange Commission.

Sales under Rule 144 are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about WWR In addition, a person who is not an Affiliate and has not been an Affiliate for at least three months prior to the sale and who has beneficially owned Restricted Shares for at least one year may resell such shares without regard to the requirements described above.  WWR is unable to estimate the number of Restricted Shares that ultimately will be sold under Rule 144 because the number of shares will depend in part on the market price for the Common Stock, the personal circumstances of the sellers and other factors.  See “Risk Factors--Shares Eligible for Future Sale” and “Risk Factors--Possible Volatility of Stock Price.”

DESCRIPTION OF SECURITIES

The authorized capital stock consists of 25,000,000 shares of common stock, par value $.001 per share.  As of September 30, 2009, there were 6,478,559 shares of Common Stock issued and outstanding.  The following summary description of the Common Stock is qualified in its entirety by reference to the Company's Certificate of Incorporation and all amendments thereto.

Common Stock

Our authorized capital stock consists of 25,000,000 shares of common stock, par value $.001 per share.  Each share of Common Stock entitles its holder to one non-cumulative vote per share and, the holders of more than fifty percent (50%) of the shares voting for the election of directors can elect all the directors if they choose to do so, and in such event the holders of the remaining shares will not be able to elect a single director.  Holders of shares of Common Stock are entitled to receive such dividends, as the board of directors may, from time to time, declare out of Company funds legally available for the payment of dividends.  Upon any liquidation, dissolution or winding up of the Company, holders of shares of Common Stock are entitled to receive pro rata all of the assets of the Company available for distribution to common stockholders.

Stockholders do not have any pre-emptive rights to subscribe for or purchase any stock, warrants, or other securities of the Company.  The Common Stock is not convertible or redeemable.  Neither the Company's Certificate of Incorporation nor its By-Laws provide for pre-emptive rights.

INTEREST OF NAMED EXPERTS AND COUNSEL

None of the experts named herein was or is a promoter, underwriter, voting trustee, director, officer, or employee of WWR.  Furthermore, none of the experts was hired on a contingent basis

42

 
and none of the other experts named herein will receive a direct or indirect interest in WWR.

TRANSFER AGENT

The Transfer Agent and Registrar for the common stock is Continental Stock Transfer & Trust, New York, NY.

LEGAL MATTERS

The validity of the shares of common stock offered in this prospectus has been passed upon for us by Roger L. Fidler, Esq., Midland Park, New Jersey 07432.  His telephone number is (201) 670-0881. Mr. Fidler will own 10,000 shares of the Company’s common stock after the spin-off.

EXPERTS

Our audited financial statements as of December 31, 2008 and 2007 and for the periods then ended and for the period from January 18, 2005 (inception) to December 31, 2008 have been included in this prospectus and in the registration statement filed with the Securities and Exchange Commission in reliance upon the report of independent auditors, dated April 14, 2009 upon authority as experts in accounting and auditing.  Sherb & Co., LLP’s report on the financial statements can be found at the end of this prospectus and in the registration statement.

DESCRIPTION OF PROPERTY

We maintain our principal office at 817 West End Avenue, Apt. 3C.  Our telephone number is (646) 259-1009. We currently do not occupy office space, as our business is primarily e-commerce.  This arrangement is expected to continue until such times 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.

LITIGATION

The Company is not engaged in any litigation, nor is any litigation pending or been threatened.

OUR TRADING SYMBOL

The Common Stock of WWR does not have a trading symbol at this time.
 
As of September 30, 2009, there were 26 shareholders of record for the Company’s 6,478,559 shares of outstanding common stock.
 
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DIVIDENDS

We have never paid a cash dividend on our common stock.  It is our present policy to retain earnings, if any, to finance the development and growth of our business.  Accordingly, we do not anticipate that cash dividends will be paid until our earnings and financial condition justify such dividends, and there can be no assurance that we can achieve such earnings.


CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS REGARDING INDEMNIFICATION OF DIRECTORS AND OFFICERS REGARDING INDEMNIFICATION

The Certificate of Incorporation of the Company provides indemnification to the fullest extent permitted by Nevada law for any person whom the Company may indemnify there under, including directors, officers, employees, and agents of the Company.  In addition, the Certificate of Incorporation, as permitted under the Nevada General Corporation Law, eliminates the personal liability of the directors to the Company or any of its stockholders for damages for breaches of their fiduciary duty as directors.  As a result of the inclusion of such provision, stockholders may be unable to recover damages against directors for actions taken by directors which constitute negligence or gross negligence or that are in violation of their fiduciary duties.  The inclusion of this provision in the Company's Certificate of Incorporation may reduce the likelihood of derivative litigation against directors and other types of stockholder litigation, even though such action, if successful, might otherwise benefit the Company and its stockholders.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  The Company's Certificate of Incorporation provides that no director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director except as limited by Nevada law.  The Company's Bylaws provide that the Company shall indemnify to the full extent authorized by law each of its directors and officers against expenses incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the corporation.

Insofar as indemnification for liabilities may be invoked to disclaim liability for damages arising under the Securities Act of 1933, as amended, or the Securities Act of 1934, (collectively, the “Acts”) as amended, it is the position of the Securities and Exchange Commission that such indemnification is against public policy as expressed in the Acts and are therefore, unenforceable.


44

 
NEVADA ANTI-TAKEOVER LAW AND OUR CERTIFICATE OF INCORPORATION AND BY-LAW PROVISIONS

Provisions of Nevada law and our Certificate of Incorporation and By-Laws could make more difficult our acquisition by a third party and the removal of our incumbent officers and directors.  These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of the Company to first negotiate with us.  We believe that the benefits of increased protection of our ability to negotiate with proponent of an unfriendly or unsolicited acquisition proposal outweigh the disadvantages of discouraging such proposals because, among other things, negotiation could result in an improvement of their terms.

We are subject to the Nevada General Corporation Law, which regulates corporate acquisitions.  In general, Section 203 prohibits a publicly held Nevada corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the date the person became an interested stockholder, unless:

(i) The Board of Directors approved the transaction in which such stockholder became an interested stockholder prior to the date the interested stockholder attained such status;
(ii) Upon consummation of the transaction that resulted in the stockholder's becoming an interested stockholder, he or she owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers; or
(iii) On subsequent to such date the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders.

A “business combination” generally includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder.  In general, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status, did own, 15% or more of the corporation's voting stock.

WHERE YOU CAN FIND MORE INFORMATION

Upon effectiveness of this registration statement, we will commence filing reports, proxy statements and other information with the Securities and Exchange Commission.  You may read and copy any report, proxy statement or other information we file with the Commission at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.  In addition, we will file electronic versions of these documents on the Commission's Electronic Data Gathering Analysis and Retrieval, or EDGAR, System.  The Commission maintains a website at http://www.sec.gov that contains reports, proxy statements and other information filed with the Commission.

We have filed a registration statement on Form S-1 with the Commission to register shares of our common stock.  This prospectus is part of that registration statement and as permitted by the Commission’s


45

 
rules, does not contain all of the information set forth in the registration statement.  For further information with respect to us, or our common stock, you may refer to the registration statement and to the exhibits and schedules filed as part of the registration statement.  You can review a copy of the registration statement and its exhibits and schedules at the public reference room maintained by the Commission, and on the Commission's web site, as described above.  You should note that statements contained in this prospectus that refer to the contents of any contract or other document are not necessarily complete.  Such statements are qualified by reference to the copy of such contract or other document filed as an exhibit to the registration statement.




46

 
World Wide Relics, Inc.
 
(a development stage company)
 
INDEX
 
Report of Independent Registered Public Accounting Firm
 
F-1
     
Audited Financial Statements:
   
     
Balance Sheets as of December 31, 2008 and 2007
 
F-2
     
Statements of Operations for the Years Ended December 31, 2008 and 2007 and for the period from January 18, 2005 (inception) to December 31, 2008
 
F-3
     
Statements of Changes in Stockholders’ Equity (Deficit) for the Period from January 18, 2005 (inception) to December 31, 2008.
 
F-4
     
Statements of Cash Flows for the Years Ended December 31, 2008 and 2007 and for the period from January 18, 2005 (inception) to December 31, 2008.
 
F-5
     
Notes to Financial Statements at December 31, 2008 and 2007
 
F-6
     
FINANCIAL STATEMENTS:
   
     
Consolidated Balance Sheets as of September 30, 2009 (Unaudited) and December 31, 2008
 
F-13
     
Statements of Operations for the Three Months and Nine Months Ended September 30, 2009 and 2008 (Unaudited) and from (January 18, 2005 (inception), to September 30, 2009 (Unaudited)
 
F-14
     
Statement of Changes in Stockholders’ Equity (Deficit) for the period from January 18, 2005 (inception) to September 30, 2009 (Unaudited)
 
F-15
     
Statements of Cash Flows for the  Nine Months Ended September 30, 2009 and 2008 (Unaudited) and from January 18, 2005 (inception) , to September 30, 2009 (Unaudited)
 
F-16
     
Notes to Financial Statements at September 30, 2009 (Unaudited)
 
F-17
 
 
47

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

 
To the Board of Directors
World Wide Relics Inc.
New York, N.Y.
 
We have audited the accompanying balance sheets of World Wide Relics (a development stage company) as of December 31, 2008 and 2007, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years ended December 31, 2008 and 2007 and for the period from January 18, 2005 (Inception) to December 31, 2008.  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 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  World Wide Relics, Inc,(a development stage company) as of December 31, 2008 and 2007 and the results of their operations and their cash flows for the years ended December 31, 2008 and 2007 and from January 18, 2005 (Inception) to December 31, 2008, 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 January 18, 2005, and has sustained net losses of $91,895 since inception through December 31, 2008.  As a result, the current operations are not an adequate source of cash to fund future operations.  These issues among others raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 
Dated: April 14, 2009                                                                                     By: /s/Sherb &Co., LLP
New York, New York                                                                                     Sherb & Co., LLP- Certified Public Accountants
 
F-1

 
World Wide Relics, Inc.
(a development stage company)
 
BALANCE SHEETS