10QSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 DECEMBER 31, 2004

OR

o 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 o

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the issuer's Common Stock, as of January 28, 2005, was: 1,423,382

Transitional Small Business Format: Yes o  No x

FCCC, INC.

FORM 10-QSB

INDEX

		Page
PART I--FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	1
	Balance Sheets	1
	Statements of Operations	2
	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
	EXHIBIT 31.1
	EXHIBIT 31.2
	EXHIBIT 32.1
	EXHIBIT 32.2

ii

PART I--FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

FCCC, INC.

BALANCE SHEETS

As of December 31, 2004 and March 31, 2004

(Dollars in thousands, except share data)

			December 31, 2004 (Unaudited)			March 31, 2004 (Audited)
ASSETS
Current assets:
	Cash and cash equivalents		$	1,705		$	1,560
		Total current assets	1,705			1,560
Other assets			1			1
TOTAL ASSETS			$	1,706		$	1,561
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable and other accrued expenses		2			9
		Total current liabilities	2			9
Commitments and contingencies			-			-
TOTAL LIABILITIES			2			9
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		(8,338		)	(8,490		)
		Total stockholders' equity	1,704			1,552
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	1,706		$	1,561
See notes to financial statements.

1

FCCC, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except share data)

		Three Months Ended December 31,
		2004			2003
CONTINUING OPERATIONS:
Income:
	Interest income	$	4		$	4
Total income		4			4
Expense:
	Legal expenses	9			5
	Operating expenses	19			22
Total expense		28			27
NET INCOME (LOSS)		$	(24	)	$	(23	)
Per share of common stock:
	Basic	$	(0.02	)	$	(0.02	)
	Diluted	$	(0.02	)	$	(0.02	)
Weighted average common shares outstanding:
	Basic	1,423,382			1,423,382
	Diluted	1,571,354			1,541,350
See notes to financial statements.

2

FCCC, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except share data)

		Nine Months Ended December 31,
		2004		2003
CONTINUING OPERATIONS:
Income:
	Fee Income	$	250	$	-
	Interest income	13		9
Total income		263		9
Expense:
	Legal expenses	49		8
	Operating expenses	60		41
Total expense		109		49
Income (loss) from continuing operations before income taxes		154		(40		)
Income tax expense		2		-
INCOME (LOSS) FROM CONTINUING OPERATIONS:		152		(40		)
DISCONTINUED OPERATIONS:
Gain (loss) from discontinued operations		-		(55		)
Income tax expense		-		74
GAIN (LOSS) FROM DISCONTINUED OPERATIONS		-		(129		)
NET INCOME (LOSS)		$	152	$	(169	)
Per share of common stock:
	Basic	$	0.11	$	(0.13	)
	Diluted	$	0.09	$	(0.12	)
Weighted average common shares outstanding:
	Basic	1,423,382		1,340,655
	Diluted	1,659,277		1,451,831
See notes to financial statements.

3

FCCC, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

For the nine months ended December 31, 2004

(Unaudited)

(Dollars in thousands, except share data)

	Common Stock
				Paid-in		Accumulated
	Shares	Amount		Capital		Deficit			Total
Balance, March 31, 2004 (audited)	1,423,382	$	712	$	9,330	$	(8,490	)	$	1,552
Net income	-	-		-		152			152
Balance, December 31, 2004 (unaudited)	1,423,382	$	712	$	9,330	$	(8,338	)	$	1,704
See notes to financial statements.

4

FCCC, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

				Nine Months Ended December 31,
				2004			2003
Cash Flows from Operating Activities:
Net income (loss)				$	152		$	(169	)
	Less: Income (loss) from discontinued operations			-			(129		)
	Income (loss) from continuing operations			152			(40		)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
	Decrease (increase) in assets:
		Due from FCCC Holding Company, LLC		-			1,137
		Other assets		-			(1		)
	Increase (decrease) in liabilities:
		Accounts payable and accrued expenses		(7		)	(70		)
			Net cash provided by operating activities	145			1,026
Cash Flows From Investing Activities:				-			-
Cash Flows From Financing Activities:
	Proceeds from sale of common stock and equivalents			-			252
	Cost of additional authorized shares			-			(11		)
	Dividends paid			-			(712		)
			Net cash provided by (used in) financing activities	-			(471		)
			Net cash provided by (used in) discontinued operations	-			1,037
			Net increase in cash and cash equivalents	145			1,592
			Cash and cash equivalents, beginning of period	1,560			30
			Cash and cash equivalents, end of period	$	1,705		$	1,622
Supplemental cash flow disclosures:
	Cash payments of interest			$	-		$	56
	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-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.

The interim financial statements reflect the results of the sale consummated as of June 30, 2003 of all the Company's operating assets and liabilities (excluding cash and certain deferred tax assets) (the "Asset Sale") to FCCC Holding Company, LLC, a Connecticut limited liability company ("Holding"), pursuant to the terms of an Asset Purchase Agreement dated June 28, 2002, as amended (the "APA"). Simultaneously with the closing of the Asset Sale, the Company consummated the sale of an aggregate of 250,000 shares of Common Stock, at a price of $1.00 per share, and 5-year Warrants to purchase an aggregate of 200,000 shares of Common Stock, exercisable at a price of $1.00 per share, subject to adjustment as defined, at a purchase price of $.01 per Warrant, to Bernard Zimmerman ("Zimmerman"), the current President and Chief Executive Officer of the Company, and Martin Cohen ("Cohen"), the current Chairman of the Board, Treasurer and principal financial officer of the Company, or their affiliates (the "Stock Sale"). As a result of the above transactions, all operating results prior to June 30, 2003 have been reflected as discontinued operations of the Company, as the Company is no longer conducting mortgage lending business operations. In addition, the Company had written off the deferred tax asset totaling $72,000 as of June 30, 2003, as the utilization of the asset was uncertain at that time.

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, 2005 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, 2004.

Prior to the Asset Sale, the Company was engaged in the mortgage lending business, which involved the origination, purchase, sale and servicing of mortgage loans secured by residential or commercial real estate.

NOTE B - SALE OF COMPANY'S BUSINESS AND ASSETS

On July 11, 2003, the Company consummated the sale, as of June 30, 2003, of all its operating assets and liabilities (excluding cash and certain deferred tax assets) to Holding pursuant to the terms of the APA. The purchase price of the assets and liabilities assumed was approximately $1,137,000, excluding cash of $1,067,000 as adjusted. The Company recognized a $50,000 gain from the sale of the operating assets and liabilities to Holding pursuant to the APA. The Company has reflected all amounts due pursuant to the Asset Sale from Holding, and all amounts due from the Stock Sale, as assets as of June 30, 2003. These amounts were paid on July 11, 2003, subject to immaterial post closing adjustments.

NOTE C - EXPIRATION OF STANDSTILL AND TENDER OFFER AGREEMENT

On May 19, 2004, the Company entered into a Standstill and Tender Offer Agreement (the "Standstill Agreement") with Wayfarer Financial Group, Inc. ("Wayfarer"), Cohen, Zimmerman, the Cohen Profit Sharing Plan (the "Cohen Plan") and Bernard Zimmerman & Company, Inc. ("Zimco"; Zimmerman, Cohen, the Cohen Plan and Zimco may be collectively referred to as the "Sellers"). Pursuant to the Standstill Agreement, the Company and the Sellers agreed to a 90-day standstill period (the "Standstill Period") in exchange for a $250,000 non-refundable (subject to the terms and conditions of the Standstill Agreement) cash standstill fee paid to the Company, during which time Wayfarer had planned, among other things, to effect a tender offer for a minimum of 62% of the issued and outstanding shares of common stock of the Company at a price of $3.05 per share in cash.

6

On August 17, 2004, the Standstill Agreement expired without Wayfarer having commenced a tender offer.

The Company recorded fee income of $250,000 during the quarterly period ended September 30, 2004 attributable to the standstill fee, the recognition of which was previously deferred pending the expiration or consummation of the transactions contemplated by the Standstill Agreement.

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's operations consist of a search for a merger, acquisition or business transaction opportunity with an operating business or other financial transaction. 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.

As discussed in Note C of the Notes to Condensed Financial Statements, on August 17, 2004, the Standstill Agreement among the Company, Wayfarer and the Sellers expired without Wayfarer having consummated a tender offer. In this connection, the Company has recorded fee income of $250,000 during the quarterly period ended September 30, 2004 attributable to the standstill fee, the recognition of which was previously deferred pending the expiration or consummation of the transactions contemplated by the Standstill Agreement.

During the three months ended December 31, 2004, the Company had loss from operations of $24,000, as compared to a loss of $23,000 for the three months ended December 31, 2003.

During the nine months ended December 31, 2004, the Company had income from continuing operations of $152,000, as compared to a loss of $40,000 for the nine months ended December 31, 2003. The increase of $192,000 is attributable to the receipt by the Company of the standstill fee of $250,000 (see Note C of the Notes to Condensed Financial Statements) less legal expenses of $49,000, nearly all of which is attributable to the Wayfarer transaction, as well as other expenses during the nine month period.

Legal expenses for the nine months ended December 31, 2004 were $49,000 as compared to $8,000 for the nine months ended December 31, 2003. This increase is due, in part, to the fact that the statements of operations for the nine month period ended December 31, 2003 include only two quarters of continuing operations (the quarters ended September 30, 2003 and December 31, 2003), as all expenses, including legal expenses, for the first fiscal quarter of 2004 are reflected as discontinued operations relating to the Asset Sale described in Note A of the Notes to Condensed Financial Statements. The increase in the quarter and nine months ended December 31, 2004 is primarily attributable to the legal expenses relating to the Wayfarer transaction described in Note C of the Notes to Condensed Financial Statements.

7

Operating expenses for the nine months ended December 31, 2004 were $60,000 as compared to $41,000 for the nine months ended December 31, 2003. As noted in the preceding paragraph, the statements of operations for the nine months ended December 31, 2003 include only two quarters of continuing operations, as the operating expenses for the first fiscal quarter of 2004 are reflected as discontinued operations. Accordingly, the increase in operating expenses is primarily due to consulting fees of $37,000 and accounting fees of $6,000 incurred during the nine months ended December 31, 2004 as compared to consulting fees of $25,000 and accounting fees of $2,000 incurred during the nine months ended December 31, 2003.

Stockholder's equity as of December 31, 2004 is $1,704,000 as compared to $1,552,000 at March 31, 2004. The increase is attributable to income from operations during the nine months ended December 31, 2004.

The Company had cash on hand at December 31, 2004 of $1,705,000 as compared to $1,560,000 at March 31, 2004.

On September 30, 2003, the Company paid a special, one-time cash dividend of $0.50 per share. The payment of this cash dividend was a special, one-time dividend paid pursuant to the terms of the APA related to the Company's Asset Sale, referenced in Note A of the Notes to Condensed Financial Statements. The payment of any future 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.

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

The Company is obligated under a letter of credit issued by the Company to the Town of Fairfield in the amount of $2,750. As a condition to the Asset Sale, the purchaser placed funds in escrow at closing to secure the obligations of the Company under this letter of credit. No amounts have been drawn or are expected to be drawn on this letter of credit.

PLAN OF OPERATION

As noted above, the Company has limited operations. The Company plans to continue as a public entity and 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:	/s/ Bernard Zimmerman
	Name: Bernard Zimmerman
	Title: President and Chief Executive Officer

Dated: January 28, 2005

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

CERTIFICATION

I, Bernard Zimmerman, 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 officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
	(c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Bernard Zimmerman

Bernard Zimmerman

President and Chief Executive Officer

Dated: January 28, 2005

EX-31

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 officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
	(c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Martin Cohen

Martin Cohen

Chairman, Treasurer and Principal Financial Officer

Dated: January 28, 2005

EX-32

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, 2004 as filed with the Securities and Exchange Commission (the "Report") by FCCC, Inc. (the "Registrant"), I, Bernard Zimmerman, President and Chief Executive 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.

/s/ Bernard Zimmerman

Bernard Zimmerman

President and Chief Executive Officer

Dated: January 28, 2005

EX-32

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, 2004 as filed with the Securities and Exchange Commission (the "Report") by FCCC, Inc. (the "Registrant"), I, Martin Cohen, Chairman, 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.

/s/ Martin Cohen

Martin Cohen

Chairman, Treasurer and Principal Financial Officer

Dated: January 28, 2005