10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

(Mark One)
|X|	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008
	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 whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X|   No |_|

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" I Rule 12B-2 of the Exchange Act. (Check one)

Larger accelerated filer   |_| Accelerated filer   |_| Non-accelerated filer   |_| Smaller reporting company   |X|

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 October 31, 2008, was: 1,561,022

FCCC, INC.

FORM 10-Q

INDEX

		Page
ITEM 1.	FINANCIAL STATEMENTS
	Balance Sheets	1
	Statements of Operations	2 - 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
	SIGNATURES	9
	EXHIBIT INDEX	10
	EXHIBITS

ii

ITEM 1.   FINANCIAL STATEMENTS.

FCCC, INC.
BALANCE SHEETS

(Dollars in thousands, except share data)

	September 30,		March 31,
	2008		2008
	(Unaudited)		(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,591	$	1,622
Accrued interest receivable		2		–
Total current assets		1,593		1,622
Other assets		1		1
TOTAL ASSETS	$	1,594	$	1,623
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and other accrued expenses		9		11
Total current liabilities		9		11
Commitments and contingencies		–		–
TOTAL LIABILITIES	$	9	$	11
Stockholders' equity:
Common stock, no par value, stated value $.50 per share,                  authorized 22,000,000 shares, issued and outstanding                  1,561,022 shares at September 30, 2008 and                  1,451,382 shares at March 31, 2008		781		726
Additional paid-in capital		9,284		9,339
Accumulated deficit		(8,480)		(8,453)
Total stockholders' equity		1,585		1,612
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,594	$	1,623

See notes to financial statements.

1

FCCC, INC.

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

	Three Months Ended September 30,
	2008		2007
Income:
Interest income	$	9	$	20
Total income		9		20
Expense:
Operating and administrative expenses		20		16
Legal expenses		3		3
Total expense		23		19
(Loss) income before income taxes		(14)		1
Income tax expense		2		3
NET (LOSS)	$	(16)	$	(2)
Basic and diluted loss per share:	$	(0.01)	$	–
Weighted average common shares outstanding:
Basic and diluted		1,561,022		1,424,295

See notes to financial statements.

2

FCCC, INC.

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

	Six Months Ended September 30,
	2008		2007
Income:
Interest income	$	18	$	39
Total income		18		39
Expense:
Operating and administrative expenses		37		32
Legal expenses		6		6
Total expense		43		38
(Loss) income before income taxes		(25)		1
Income tax expense		2		5
NET (LOSS)	$	(27)	$	(4)
Basic and diluted per share:	$	(0.02)	$	–
Weighted average common shares outstanding:
Basic and diluted		1,537,804		1,423,841

See notes to financial statements.

3

FCCC, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the six months ended September 30, 2008
(Dollars in thousands, except share data)

	Common Stock				Paid-in		Accumulated		Total
	Shares		Amount		Capital		Deficit
Balance, March 31, 2007	1,423,382	$	712	$	9,330	$	(8,416)	$	1,626
Net loss - Year ended March 31, 2007 (audited)	–		–		–		(25)		(25)
Balance, March 31, 2007	1,423,382	$	712	$	9,330	$	(8,441)	$	1,601
Net loss - Year ended March 31, 2008 (audited)	–		–		–		(12)		(12)
Exercise of Stock Options - September 2007	28,000		14		9		–		23
Balance, March 31, 2008	1,451,382	$	726	$	9,339	$	(8,453)	$	1,612
Net loss for the six months ended September 30, 2008 (unaudited)							(27)		(27)
Exercise of Warrants April - May 2008	109,640		55		(55)		–		–
Balance, September 30, 2008	1,561,022	$	781	$	9,284	$	(8,480)	$	1,585

See notes to financial statements.

4

FCCC, INC

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

	Six Months Ended September 30,
	2008		2007
Cash Flows from Operating Activities:
Net (loss)	$	(27)	$	(4)
Adjustments to reconcile net loss to cash provided by operating activities:
Changes in assets and liabilities:
Accrued interest receivable		(2)		1
Accounts payable and accrued expenses		(2)		(1)
Net cash (used in) operating activities		(31)		(4)
Cash Flows From Investing Activities:		–		–
Cash Flows From Financing Activities:
Proceeds from exercises of stock options		–		23
Net cash provided by financing activities		–		23
Net (decrease) increase in cash and cash equivalents		(31)		19
Cash and cash equivalents, beginning of period		1,622		1,605
Cash and cash equivalents, end of period	$	1,591	$	1,624
Supplemental cash flow disclosures:
Cash payments of interest	$	–	$	–
Cash payments of income taxes	$	2	$	6

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-Q 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, 2009 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, 2008.

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 six months ended September 30, 2008, the Company paid its four outside directors a total of $3,600 in connection with board and audit committee attendance for the six months ended September 30, 2008.

NOTE C – EXERCISE OF WARRANTS

In April 2008 and May 2008, respectively, all outstanding Warrants (200,000) were exercised through the cashless exercise provisions of the Warrants resulting in 53,500 and 56,140 common shares being issued to Bernard Zimmerman, President and Martin Cohen, a Director of the Company respectively or their affiliates.

NOTE D – NEW PRONOUNCEMENTS AND SHARE BASED AWARDS

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” including an amendment of FASB Statement No. 115 (SFAS 159), which permits entities to choose to measure many financial instruments and certain items at fair value. Unrealized gains and losses on items for which this option has been elected are reported in earnings. The provisions of SFAS No. 159 are effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS 159 on its financial statements.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” which replaces SFAS No. 141, which, among other things, establishes principles and requirements for how an acquirer entity recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed (including intangibles) and any non-controlling interests in the acquired entity. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently evaluating what impact the adoption of SFAS No. 141(R) will have on the financial statements.

6

In July 2002, the Public Company Accounting Reform and Investor Protection Act of 2002 (the Sarbanes-Oxley Act) was enacted. Section 404 stipulates that public companies must take responsibility for maintaining an effective system of internal control. Section 404(a) of the Act requires public companies to report on the effectiveness of their control over financial reporting and Section 404(b) requires public companies to obtain an attest report from their independent registered public accountant about management’s report. The Company is not required to comply with section 404(a) of the Act until the fiscal year ending March 31, 2010.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS.

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 FINANCIAL CONDITION AND RESULT OF OPERATIONS

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 September 30, 2008, the Company had a net loss of $(16,000). The loss is attributable to the operational and administrative expenses incurred during the quarter and taxes paid less interest income earned. During the quarter ended September 30, 2007, a net loss was $(2,000). The net increase in the loss in the current quarter is primarily due to a decrease in interest income received due to lower rates on invested funds and a small increase in operating expenses.

During the six months ended September 30, 2008, the Company had a net loss of $(27,000), compared to a net loss of $4,000 in the six months ended September 30, 2007. The loss is attributable to the operational and administrative expenses incurred during the quarter, less interest income earned. The Company paid income taxes of $2,000 in the six months ended September 30, 2008, and $5,000 in the six months ended September 30, 2007. The increase in the loss in the current six months is primarily due to a decrease in interest income received due to lower interest rates on invested funds and an increase in administrative and other corporate expenses.

Stockholder’s equity as of September 30, 2008 is $1,585,000 as compared to $ 1,612,000 at March 31, 2008. The decrease is attributable to the net loss incurred by the Company during the six months then ended.

7

The Company had cash on hand at September 30, 2008 of $1,591,000 as compared to $1,622,000 and $1,624,000 at March 31, 2008 and September 30, 2007, 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.

8

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: November 7, 2008

9

EXHIBIT INDEX

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

10

EX-31

EXHIBIT 31.1

CERTIFICATION

I, Bernard Zimmerman, certify that:

1. I have reviewed this report on Form 10-Q of FCCC, Inc. for the quarter ended September 30, 2008;

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 the registrant, 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:	Bernard Zimmerman
Title:	President, Chief Executive Officer and Principal Financial Officer

Dated: November 7, 2008

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-Q for the quarter ended September 30, 2008 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: November 7, 2008