10QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

(Mark One)
|X|	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTER ENDED DECEMBER 31, 2006
	OR
|_|	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _______________ to _______________
	Commission File number: 811-0969

FCCC, INC.
(Exact name of small business issuer as specified in its charter)
Connecticut	06-0759497
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

200 Connecticut Avenue, Norwalk, Connecticut 06854

(Address of principal executive offices)

(203) 855-7700

(Issuer’s telephone number)

n/a

(Former name, former address and former fiscal year, if
changed since last report)

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X|   No |_|

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the issuer’s Common Stock, as of February 2, 2007, was: 1,423,382

Transitional Small Business Format: Yes |_|   No |X|

FCCC, INC.

FORM 10-QSB

INDEX

		Page
PART I—FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	1
	Balance Sheets	1
	Statements of Operations (Three Months Ended December 31, 2006)	2
	Statements of Operations (Nine Months Ended December 31, 2006)	3
	Statements of Changes in Stockholders’ Equity	4
	Statements of Cash Flows	5
	Notes to Condensed Financial Statements	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	7
ITEM 3.	CONTROLS AND PROCEDURES	8
PART II—OTHER INFORMATION
ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K	9
	SIGNATURES	10
	EXHIBIT INDEX	11

ii

PART I—FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

FCCC, INC.
BALANCE SHEETS
As of December 31, 2006 and March 31, 2006
(Dollars in thousands, except share data)

	December 31,		March 31,
	2006		2006
	(Unaudited)		(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,605	$	1,628
Accrued interest receivable		13		11
Total current assets		1,618		1,639
Other assets		1		1
TOTAL ASSETS	$	1,619	$	1,640
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other accrued expenses		7		14
Total current liabilities		7		14
Commitments and contingencies		-		-
TOTAL LIABILITIES		7		14
Stockholders’ equity:
Common stock, no par value, stated value $.50 per share,                  authorized 22,000,000 shares, issued and outstanding                  1,423,382 shares		712		712
Additional paid-in capital		9,330		9,330
Accumulated deficit		(8,430)		(8,416)
Total stockholders’ equity		1,612		1,626
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,619	$	1,640

See notes to financial statements.

1

FCCC, INC.

STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except share data)

	Three Months Ended December 31,
	2006		2005
Income:
Interest income	$	20	$	15
Total income		20		15
Expense:
Operating and administrative expenses		20		20
Legal expenses		3		3
Total expense		23		23
NET INCOME (LOSS)	$	(3)	$	(8)
Per share of common stock:
Basic	$	( - )	$	(0.01)
Diluted	$	( - )	$	(0.01)
Weighted average common shares outstanding:
Basic		1,423,382		1,423,382
Diluted		1,549,760		1,571,354

See notes to financial statements.

2

FCCC, INC.

STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except share data)

	Nine Months Ended December 31,
	2006		2005
Income:
Interest income	$	58	$	40
Total income		58		40
Expense:
Legal expenses		9		9
Operating and administrative expenses		61		60
Total expense		70		69
Income (loss) before income taxes		(12)		(29)
Income tax expense		2		2
NET INCOME (LOSS)	$	(14)	$	(31)
Per share of common stock:
Basic	$	(0.01)	$	(0.02)
Diluted	$	(0.01)	$	(0.02)
Weighted average common shares outstanding:
Basic		1,423,382		1,423,382
Diluted		1,562,934		1,571,354

See notes to financial statements.

3

FCCC, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the nine months ended December 31,2006
(Dollars in thousands, except share data)

	Common Stock				Paid-in		Accumulated		Total Stockholders’
	Shares		Amount		Capital		Deficit		Equity
Balance, March 31, 2006 (audited)	1,423,382	$	712	$	9,330	$	(8,416)	$	1,626
Net loss for the nine months ended December 31, 2006 (unaudited)	-		-		-		(14)		(14)
Balance, December 31, 2006 (unaudited)	1,423,382	$	712	$	9,330	$	(8,430)	$	1,612

See notes to financial statements.

4

FCCC, INC

STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)

	Nine Months Ended December 31,
	2006		2005
Cash Flows from Operating Activities:
Net income (loss)	$	(14)	$	(31)
Income (loss)		(14)		(31)
Adjustments to reconcile net loss to cash provided by operating activities:
Changes in assets and liabilities:
Accrued interest receivable		(2)		4
Accounts payable and accrued expenses		(7)		(19)
Net cash provided by (used in) operating activities		(23)		(46)
Cash Flows From Investing Activities:		-		-
Cash Flows From Financing Activities:		-		-
Net increase (decrease) in cash and cash equivalents		(23)		(46)
Cash and cash equivalents, beginning of period		1,628		1,685
Cash and cash equivalents, end of period	$	1,605	$	1,639
Supplemental cash flow disclosures:
Cash payments of interest	$	-	$	-
Cash payments of income taxes	$	2	$	11

See notes to financial statements.

5

FCCC, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE A — BASIS OF PRESENTATION

The accompanying condensed financial statements of FCCC, Inc. (the “Company”), formerly known as The First Connecticut Capital Corporation, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-QSB and Article 10-01 of Regulation S-X, promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair representation have been included herein. Operating results are not necessarily indicative of the results which may be expected for the year ending March 31, 2007 or other future periods. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-KSB for the fiscal year ended March 31, 2006.

NOTE B — RELATED PARTY TRANSACTIONS

On July 1, 2003, the Company entered into consulting agreements with the Company’s President and Chairman of the Board. The agreements terminate on July 1, 2006 as defined, and stipulate monthly payments of $2,000 to each individual plus reasonable and necessary out-of-pocket expenses. The Board of Directors authorized the extension of the consulting agreements on a month to month basis, with terms and conditions substantially similar to those of the previous agreements. Fees related to these agreements totaled $12,000 for the three months ended December 31, 2006 and 2005, and $36,000 for the nine months ended December 31, 2006 and 2005.

During the nine months ended December 31, 2006, the Company accrued fees payable to its three outside directors in the amount of $3,000 in connection with board and audit committee attendance .

NOTE C — NEW ACCOUNTING POLICY – SHARE BASED AWARDS

On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 123 (revised 2004), “Share-Based Payment” (SFAS 123(R)”), which is a revision of FASB Statement No. 123, “Accounting for Stock-Based Compensation.” SFAS 123(R) requires expense for all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. For the Company, this statement is effective and was adopted as of April 1, 2006. The Company has adopted the modified prospective method, under which compensation cost is recognized beginning with the effective date. The modified prospective method recognizes compensation cost based on the requirements of SFAS 123(R) for all share-based payments granted after the effective date and for all awards granted to employees prior to the effective date that remain unvested on the effective date.

Prior to the effective date, the Company accounted for stock-based compensation granted to employees and directors under Accounting Principles Board (“APB”) Opinion No. 25 “Accounting for Stock Issued to Employees” and related interpretations as permitted by SFAS 123. Accordingly, because the exercise price of the options equaled the fair value of the underlying shares at the date of grant, no compensation cost was recognized by the Company for stock based compensation. As required by SFAS 123, the Company presented certain pro forma information for stock-based compensation in the notes to the financial statements.

Effective April 1, 2006, the Company adopted the fair-value recognition provisions of SFAS 123R, using the modified-prospective transition method. Under this transition method, stock-based cost will be recognized for all share based payments issued after April 1, 2006. Such compensation cost would include the estimated expense for the portion of the vesting period after April 1, 2006 for share-based payments granted prior to, but not vested as of April 1,2006, based on the draft date fair value estimated in accordance with SFAS 123. Results from prior periods have not been restated, as provided under the modified-prospective method.

6

The Company has not issued any new share based payments during the nine months ended December 31, 2006. In addition, based on analysis of all share-based payments issued prior to April 1, 2006, it was determined the adoption of SFAS 123R was immaterial in nature for both periods ended December 31, 2006 and 2005. Accordingly, the Company has not recorded any compensation cost for the nine months ended December 31, 2006.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD-LOOKING STATEMENTS

This quarterly report and other reports issued by the Company, including reports filed with the Securities and Exchange Commission, may contain “forward-looking” statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that deal with future results, plans or performances. In addition, the Company’s management may make such statements orally, to the media, or to securities analysts, investors or others. Accordingly, forward-looking statements deal with matters that do not relate strictly to historical facts. The Company’s future results may differ materially from historical performance and forward-looking statements about the Company’s expected financial results or other plans are subject to a number of risks and uncertainties. This section and other sections of this quarterly report may include factors that could materially and adversely impact the Company’s financial condition and results of operations. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company undertakes no obligation to revise or update any forward-looking statements after the date hereof.

ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION

The Company has limited operations and has been actively seeking merger, acquisition and business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during such period, the Company does not expect to achieve sufficient income to offset its operating expenses, resulting in operating losses that may require the Company to use and thereby reduce its cash balance.

During the nine months ended December 31, 2006, the Company had a loss from operations of $14,000. The loss is attributable to the operational and administrative expenses incurred during the nine months. During the nine months ended December 31, 2005, the loss from operations was $31,000. The decrease in net loss from operations is primarily due to an increase in interest income.

During the three months ended December 31, 2006, the Company had a loss from operations of $3,000 compared to net loss of $8,000 in the similar period a year ago. The decrease in net loss from operations is primarily due to an increase in interest income.

Stockholder’s equity as of December 31, 2006 is $1,612,000 as compared to $1,626,000 at March 31, 2006. The decrease is attributable to the net loss incurred by the Company during the nine months ended December 31, 2006.

The Company had cash on hand at December 31, 2006 of $1,605,000 as compared to $1,628,000 and $1,639,000 at March 31, 2006 and December 31, 2005, respectively.

The Company does not have any arrangements with banks or financial institutions with respect to the availability of financing in the future.

The payment of any cash dividends is subject to the discretion of the Company’s Board of Directors.

7

PLAN OF OPERATION

As noted above, the Company has limited operations. The Company plans to continue as a public entity and continues to seek merger, acquisition and business combination opportunities with other operating businesses or other appropriate financial transactions. Until such an acquisition or business combination is effectuated, the Company does not expect to have significant operations. Accordingly, during such period, the Company may not achieve sufficient income to offset its operating expenses, which could create operating losses that may require the Company to use and thereby reduce its cash on hand.

ITEM 3.  CONTROLS AND PROCEDURES.

The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, the Chief Executive and principal financial officers of the Company concluded that the Company’s disclosure controls and procedures were adequate.

The Company has made no significant changes in its internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation of those controls by the Chief Executive and principal financial officers.

8

PART II — OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)   Exhibits.

Exhibit No.	Description
31.1	Section 302 Certification of Chief Executive Officer
31.2	Section 302 Certification of Principal Financial Officer
32.1	Section 906 Certification of Chief Executive Officer
32.2	Section 906 Certification of Principal Financial Officer

(b)   Reports on Form 8-K.

None.

9

SIGNATURES

               Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

	FCCC, INC.
	By:
		Name: Bernard Zimmerman
		Title: President and Chief Executive Officer
Dated: February 2, 2007

10

EXHIBIT INDEX

Exhibit No.	Description
31.1	Section 302 Certification of Chief Executive Officer
31.2	Section 302 Certification of Principal Financial Officer
32.1	Section 906 Certification of Chief Executive Officer
32.2	Section 906 Certification of Principal Financial Officer

11

EX-31

EXHIBIT 31.1

EX-31

EXHIBIT 31.2

CERTIFICATION

I, Martin Cohen, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of FCCC, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:  

(a) designed such disclosure controls and procedures to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the “Evaluation Date”); and

(c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Name: Name: Martin Cohen

Title: Chairman of the Board, Treasurer and Principal
          Financial Officer

Dated: February 2, 2007

EX-32

EXHIBIT 32.1

EX-32

EXHIBIT 32.2

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the filing of the Quarterly Report on Form 10-QSB for the period ended December 31, 2006 as filed with the Securities and Exchange Commission (the “Report”) by FCCC, Inc. (the “Registrant”), I, Martin Cohen, Chairman of the Board, Treasurer and Principal Financial Officer of the Registrant, hereby certify that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2. The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of Registrant.

Name: Martin Cohen

Title: Chairman of the Board, Treasurer and Principal
          Financial Officer

Dated: February 2, 2007