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 QUARTERLY PERIOD ENDED JUNE 30, 2007
	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)

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 |_|

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

The number of shares outstanding of the issuer's Common Stock, as of August 8, 2007, was: 1,423,382

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

FCCC, INC.

FORM 10-QSB

INDEX

		Page
ITEM 1.	FINANCIAL STATEMENTS	1
	Balance Sheets	1
	Statements of Operations	2
	Statements of Changes in Stockholders' Equity	3
	Statements of Cash Flows	4
	Notes to Condensed Financial Statements	5
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	6
ITEM 3.	CONTROLS AND PROCEDURES	7
	SIGNATURES	8
	EXHIBIT INDEX	9

ii

ITEM 1.  FINANCIAL STATEMENTS.

FCCC, INC.
BALANCE SHEETS
As of June 30, 2007 and March 31, 2007
(Dollars in thousands, except share data)

	June 30,		March 31,
	2007		2007
	(Unaudited)		(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,602	$	1,605
Accrued interest receivable		11		6
Total current assets		1,613		1,611
Other assets		1		1
TOTAL ASSETS	$	1,614	$	1,612
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and other accrued expenses		15		11
Total current liabilities		15		11
Commitments and contingencies		-		-
TOTAL LIABILITIES		15		11
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		(8,443)		(8,441)
Total stockholders' equity		1,599		1,601
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,614	$	1,612

See notes to financial statements.

1

FCCC, INC.

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

	Three Months Ended June 30,
	2007		2006
Income:
Interest income	$	19	$	19
Total income		19		19
Expense:
Operating and administrative expenses		16		21
Legal expenses		3		3
Total expense		19		24
Income (loss) before income taxes		-		(5)
Income tax expense		2		-
NET INCOME (LOSS)	$	(2)	$	(5)
Per share of common stock:
Basic	$	-	$	-
Diluted	$	-	$	-
Weighted average common shares outstanding:
Basic		1,423,382		1,423,382
Diluted		1,582,886		1,577,275

See notes to financial statements.

2

FCCC, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the three months ended June 30, 2007
(Dollars in thousands, except share data)

	Common Stock				Paid-in		Accumulated		Total Stockholders'
	Shares		Amount		Capital		Deficit		Equity
Balance, March 31, 2007 (audited)	1,423,382	$	712	$	9,330	$	(8,441)	$	1,601
Net loss for the three months ended June 30, 2007 (unaudited)	-		-		-		(2)		(2)
Balance, June 30, 2007 (unaudited)	1,423,382	$	712	$	9,330	$	(8,443)	$	1,599

See notes to financial statements.

3

FCCC, INC

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

	Three Months Ended June 30,
	2007		2006
Cash Flows from Operating Activities:
Net income (loss)	$	(2)	$	(5)
Income (loss)		(2)		(5)
Adjustments to reconcile net loss to cash provided by operating activities:
Changes in assets and liabilities:
Accrued interest receivable		(5)		5
Accounts payable and accrued expenses		4		(9)
Net cash provided by (used in) operating activities		(3)		(9)
Cash Flows From Investing Activities:		-		-
Cash Flows From Financing Activities:		-		-
Net increase (decrease) in cash and cash equivalents		(3)		(9)
Cash and cash equivalents, beginning of period		1,605		1,628
Cash and cash equivalents, end of period	$	1,602	$	1,619
Supplemental cash flow disclosures:
Cash payments of interest	$	-	$	-
Cash payments of income taxes	$	(3)	$	-

See notes to financial statements.

4

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, 2008 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, 2007.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

The Company has implemented all new accounting pronouncements that are in effect and that may impact our financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial statements.

NOTE B — RELATED PARTY TRANSACTIONS

The Company had two executive officers, one of whom has a consulting arrangement with the Company. Specifically, on July 1, 2003, the Company and Mr. Bernard Zimmerman, currently the President, Chief Executive Officer and Principal Financial Officer of the Company, entered into a Consulting Agreement (the “Zimmerman Consulting Agreement”) which provided for monthly payments of $2,000 to Mr. Zimmerman or his affiliate plus reasonable and necessary out-of-pocket expenses. Upon the expiration of the Zimmerman Consulting Agreement on July 1, 2006, the Board of Directors authorized the extension of the Zimmerman Consulting Agreement, on a month-to-month basis. Mr. Martin Cohen, currently a director of the Company, had a similar consulting agreement. Effective March 31, 2007, the Consulting Agreement by and between the Company and Mr. Cohen, entered into on July 1, 2003 (the “Cohen Consulting Agreement”), which provided for monthly payments of $2,000 to Mr. Cohen plus reasonable and necessary out-of-pocket expenses was terminated. Management of the Company expects to use consultants, attorneys and accountants as necessary, and it is not expected that FCCC will have any full-time or other employees, except as may be the result of completing a transaction.

During the quarter ended June 30, 2007, the Company accrued for its four outside directors a total of $1,200 in connection with board and audit committee attendance for the quarter ended June 30, 2007.

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.

5

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 compensation 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 grant date fair value estimated in accordance with SFAS 123. Results from prior periods have not been restated, as provided under the modified-prospective method.

The Company has not issued any new share based payments during the quarter ended June 30, 2007. 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 June 30, 2007 and 2006. Accordingly, the Company has not recorded any compensation cost for the three months ended June 30, 2007 and 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, which may result in operating losses that may require the Company to use and thereby reduce its cash balance.

During the quarter ended June 30, 2007, the Company had a loss from operations of $2,000. The loss is attributable to the operational and administrative expenses incurred during the quarter less income interest earned and taxes paid. During the quarter ended June 30, 2006, the loss from operations was $5,000. The net decrease in the current quarter is primarily due to a decrease in operating and administrative expenses of $5,000.

Stockholder’s equity as of June 30, 2007 is $ 1,599,000 as compared to $1,601,000 at March 31, 2007. The decrease is attributable to the net loss incurred by the Company during the quarter.

6

The Company had cash on hand at June 30, 2007 of $1,602,000 as compared to $1,605,000 and $1,619,000 at March 31, 2007 and June 30, 2006, respectively. The decrease in cash on hand is due to losses sustained by the Company in those respective periods.

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, and the Company has no plans to pay any cash dividends in the foreseeable future.

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.

7

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: August 8, 2007

8

EXHIBIT INDEX

Exhibit No.	Description
31.1	Section 302 Certification of Chief Executive Officer
32.1	Section 906 Certification of Chief Executive Officer

9

EX-31

Exhibit 31.1

EX-32

EXHIBIT 32.1

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 quarter ended June 30, 2007 as filed with the Securities and Exchange Commission (the “Report”) by FCCC, Inc. (the “Registrant”), I, Bernard Zimmerman, President ,Chief Executive Officer 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: Bernard Zimmerman

Title: President and Chief Executive Officer

Dated: August 8, 2007