10KSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-KSB

(Mark One)
x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED MARCH 31, 2005

OR

o TRANSITION REPORT UNDER 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)
___________________________
Securities registered under Section 12(b) of the Exchange Act:
	NONE
___________________________
Securities registered under Section 12(g) of the Exchange Act:
	COMMON STOCK

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

Check if the disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this 10-KSB or any amendment to this Form 10-KSB. o

State issuer's revenues for its most recent fiscal year: $273,000

As of April 21, 2005, the aggregate market value of the issuer's common stock held by non-affiliates of the issuer was approximately $1,088,800.

APPLICABLE ONLY TO CORPORATE ISSUERS

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

Transitional Small Business Format: Yes o  No x

FCCC, INC.

FORM 10-KSB

TABLE OF CONTENTS

		Page
FORWARD-LOOKING STATEMENTS		1
PART I
ITEM 1.	Description of Business	1
ITEM 2.	Description of Property	3
ITEM 3.	Legal Proceedings	3
ITEM 4.	Submission of Matters to a Vote of Security Holders	3
PART II
ITEM 5.	Market for Common Equity and Related Stockholder Matters	3
ITEM 6.	Management's Discussion and Analysis or Plan of Operation	4
ITEM 7.	Financial Statements	6
ITEM 8.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	19
ITEM 8A.	Controls and Procedures	19
ITEM 8B.	Other Information	19
PART III
ITEM 9.	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act	19
ITEM 10.	Executive Compensation	21
ITEM 11.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23
ITEM 12.	Certain Relationships and Related Transactions	25
ITEM 13.	Exhibits	25
ITEM 14.	Principal Accountant Fees and Services	25
SIGNATURES		27
EXHIBIT INDEX		28
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

i

FORWARD-LOOKING STATEMENTS

            This annual report and other reports issued by FCCC, Inc. (the "Company" or "FCCC"), 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.

PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

General

            FCCC, Inc. was incorporated under the laws of the state of Connecticut on May 6, 1960 under the name The First Connecticut Small Business Investment Company. The Company changed its name to The First Connecticut Capital Corporation on January 27, 1993, and then to FCCC, Inc. on June 4, 2003. The Company maintains its principal executive offices at 200 Connecticut Avenue, 5th Floor, Norwalk, Connecticut. FCCC is authorized to issue 22,000,000 shares of common stock, without par value. The Company currently has 1,423,382 shares of common stock issued and outstanding.

            Prior to June 30, 2003, the Company was engaged in the mortgage banking business. As more fully discussed below, FCCC has had limited operations since June 30, 2003. Such operations consist of a search for an appropriate transaction such as a merger, acquisition or other business combination with an operating business or other appropriate financial transaction.

History

            The Company originally operated as a federally licensed small business investment company under the Small Business Investment Act of 1958 and was registered as an investment company under the Investment Company Act of 1940. The business of the Company consisted of providing long-term loans to finance the growth, expansion and development of small business concerns.

            On August 15, 1990, the Company filed a petition for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court. On October 18, 1991, the Company filed a plan of reorganization (the "Plan") with the United States Bankruptcy Court. The Plan was confirmed as of January 9, 1992. Under the Plan, the Company was required to surrender its license to operate as a small business investment company.

            On June 29, 1993, the Company's application for de-registration under the Investment Company Act of 1940 was approved by the Securities and Exchange Commission.

            On December 15, 1993, the Company sold substantially all of its outstanding investment portfolio as part of a bankruptcy plan. Also as part of this transaction, restrictions under the Plan regarding the Company's lending activities were waived.

            The Company was granted a license by the State of Connecticut Department of Banking to engage in business as a First Mortgage Loan-Lender/Broker on April 8, 1994. The Company was also licensed by the State of Connecticut as a Second Mortgage Lender/Broker.

1

            On December 28, 1994, the United States Bankruptcy Court issued a final decree closing the Chapter 11 case of the Company.

            As noted above, the Company was engaged in the mortgage banking business from 1994 until June 2003. On July 11, 2003, the Company consummated the sale, as of June 30, 2003, of all of the operating assets and liabilities (excluding cash and certain deferred tax assets) of the Company's mortgage business (the "Asset Sale") to FCCC Holding Company, LLC pursuant to the terms of an Asset Purchase Agreement dated June 28, 2002, as amended, for an aggregate adjusted purchase price of $1,137,000. Simultaneously with the closing of the Asset Sale, the Company consummated the sale of an aggregate of 250,000 shares of its Common Stock, at a price of $1.00 per share, and five-year Warrants to purchase 200,000 shares of Common Stock, exercisable at a price of $1.00 per share, subject to adjustment, at a purchase price of $.01 per Warrant, to Bernard Zimmerman, the current President and Chief Executive Officer of the Company, and Martin Cohen, the current Chairman of the Board and Treasurer of the Company, or their affiliates, pursuant to the terms of a Stock Purchase Agreement dated June 28, 2002, as amended (the "Stock Sale"). The Company's shareholders approved these transactions on June 3, 2003.

Current Business

            As a result of the Asset Sale, the Company has limited operations. The Company's operations consist of a search for a merger, acquisition or business transaction opportunity with an operating business or other financial transaction; however, there can be no assurance that this plan will be successfully implemented. Until a transaction is effectuated, the Company does not expect to have significant operations. At this time, the Company has no arrangements or understandings with respect to any potential merger, acquisition or business combination candidate.

            It is anticipated that opportunities may come to FCCC's attention from various sources, including its management, its stockholders, professional advisors, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals. At this time, FCCC has no plans, understandings, agreements, or commitments with any individual or entity to act as a finder in regard to any business opportunities for it. While it is not currently anticipated that the Company will engage unaffiliated professional firms specializing in business acquisitions, reorganizations or other such transactions, such firms may be retained if management deems it in the best interest of the Company. Compensation to a finder or business acquisition firm may take various forms, including one-time cash payments, payments involving issuance of securities (including those of the Company), or any combination of these or other compensation arrangements. Consequently, the Company is currently unable to predict the cost of utilizing such services.

            The Company has not restricted its search to any particular business, industry, or geographical location. In evaluating a transaction, the Company analyzes all available factors and make a determination based on a composite of available facts, without reliance on any single factor.

            It is impossible to predict the nature of a transaction in which the Company may participate. Specific business opportunities would be reviewed as well as the respective needs and desires of the Company and the legal structure or method deemed by management to be suitable would be selected. In implementing a structure for a particular transaction, the Company may become a party to a merger, consolidation, reorganization, tender offer, joint venture, license, purchase and sale of assets, or purchase and sale of stock, or other arrangement the exact nature of which cannot now be predicted. Additionally, the Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation or reorganization of FCCC with other business organizations and there is no assurance that the Company would be the surviving entity. In addition, the present management and stockholders of the Company may not have control of a majority of the voting shares of FCCC following a reorganization or other financial transaction. As part of such a transaction, FCCC's existing directors may resign and new directors may be appointed. The Company's operations following its consummation of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the transaction, the nature and magnitude of which cannot be predicted.

            The Company may also be subject to increased governmental regulation following a transaction; however, it is impossible to predict the nature or magnitude of such increased regulation, if any.

2

            The Company will continue to incur moderate losses each quarter until a transaction considered appropriate by management is effectuated.

Competition

            FCCC is in direct competition with many entities in its efforts to locate a suitable transaction. Included in the competition are business development companies, venture capital firms, small business investment companies, venture capital affiliates of industrial and financial companies, broker-dealers and investment bankers, management consultant firms and private individual investors. Many of these entities possess greater financial resources and are able to assume greater risks than those which FCCC could consider. Many of these competing entities also possess significantly greater experience and contacts than FCCC's management. Moreover, FCCC also competes with numerous other companies similar to it for such opportunities.

Employees

            The Company currently has no employees. The Company has three executive officers, two of whom have consulting arrangements with the Company. 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.

ITEM 2.  DESCRIPTION OF PROPERTY.

            The Company leases office space located at 200 Connecticut Avenue, 5th Floor, Norwalk, Connecticut from an unaffiliated party pursuant to a month-to-month arrangement.

ITEM 3.  LEGAL PROCEEDINGS.

            There are no material legal proceedings which are pending or have been threatened against the Company or any officer, director or control person of which management is aware.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

            No matter was submitted to a vote of security holders through the solicitation of proxies or otherwise during the fourth quarter of the fiscal year covered by this report.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Price Range of Common Stock

            The Company's common stock is traded over the counter, and the low bid and high ask prices of the Company's stock are quoted on the OTC Bulletin Board under the symbol FCIC. Following are the low bid and high ask prices for the Company's common stock during the fiscal years ended March 31, 2005 and 2004 as quoted on the OTC Bulletin Board:

3

FY Ended March 31, 2005	Low		High
First Quarter	$	0.92	$	4.50
Second Quarter		1.07		2.75
Third Quarter		1.06		1.12
Fourth Quarter		1.07		1.25
FY Ended March 31, 2004	Low		High
First Quarter	$	0.81	$	1.26
Second Quarter		1.00		1.60
Third Quarter		0.85		1.01
Fourth Quarter		0.92		1.01

            The above quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

            On April 21, 2005, the closing sale price for the Company's common stock was $1.08 per share.

Holders

            The approximate number of stockholders of record of the Company on April 28, 2005 was 1,300. The number of shares outstanding of the Company's common stock as of April 28, 2005 was 1,423,382.

Dividends

            The Company paid a special, one-time cash dividend of $0.50 per share on September 30, 2003. Prior to this dividend, the Company had not paid any dividends on its Common Stock since April 27, 1990. The payment of the Company's September 30, 2003 cash dividend was a special, one-time dividend paid pursuant to the terms of the Asset Purchase Agreement relating to the Company's Asset Sale, and the Company has no plans to pay any cash dividends in the foreseeable future. The Company may, however, pay cash dividends as part of a merger, acquisition or business combination transaction or if the Board of Directors deems it advisable for the benefit of all shareholders.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Plan of Operation

            The Company has limited operations and is actively seeking merger, acquisition or 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. For further information on the Company's plan of operation and business, see PART I, Item 1 hereof.

            Additionally, pursuant to the terms of the Stock Purchase Agreement referenced in PART I, Item 1 hereof, in the event that the Company is unable to consummate an appropriate transaction or series of transactions (defined as having an aggregate value in excess of $750,000) by June 30, 2006 (subject to a three (3) month extension in the event the Company is then involved in good faith negotiations to consummate a material transaction or transactions), then upon the request of the holders of twenty percent (20%) or more of the outstanding stock of the Company held by non-affiliates of management, the Company will schedule a meeting of stockholders and solicit proxies pursuant to which the stockholders will vote on whether to dissolve and liquidate the Company. The Stock Purchase Agreement also provides that all shares held by management shall be voted in the same proportion as the non-management shares with respect to such vote.

4

Results of Operations

            Prior to June 30, 2003, the Company was engaged in the mortgage banking business. Since that date, the Company has had limited operations, consisting of a search for a suitable transaction such as an acquisition or other business combination with an operating business.

            The Company's operations resulted in income of $119,000 for the year ended March 31, 2005 as compared to a loss of $199,000 for the year ended March 31, 2004. The increase is attributable to (a) the receipt by the Company of a termination fee of $250,000 relating to the Wayfarer transaction described in Note 7 of the Notes to Financial Statements, (b) an increase in interest income of approximately $9,000, and (c) the elimination of the loss of $129,000 from discontinued operations incurred during the first fiscal quarter of the year ended March 31, 2004 less (d) legal expenses of $52,000 for the year ended March 31, 2005, the majority of which was incurred in connection with the Wayfarer transaction, as compared to normal legal expenses of $11,000 for the previous fiscal year less (e) increased operating expenses incurred during fiscal 2005 of approximately $31,000.

            Stockholder's equity as of March 31, 2005 and 2004 was $1,671,000 and $1,552,000, respectively.

Liquidity and Capital Resources

            FCCC had cash on hand at March 31, 2005 and 2004 of $1,685,000 and $1,560,000, respectively. FCCC had no other assets to meet ongoing expenses or debts that may accumulate. FCCC had liabilities of $24,000 and $9,000 at March 31, 2005 and 2004, respectively.

            FCCC has no commitment for any capital expenditure and foresees none. However, FCCC will incur routine fees and expenses incident to its reporting duties as a public company, and it will incur expenses in locating and investigating appropriate transactions and other fees and expenses in the event it undertakes a transaction or attempts but is unable to complete a transaction. FCCC will also continue to incur expenses in connection with its commitments under consulting arrangements with management and expenses relating to its leased office space. FCCC's cash requirements for the next twelve months are relatively modest, consisting principally of legal, accounting and other expenses relating to filings required under the Securities Exchange Act of 1934.

            FCCC paid no cash dividends in the fiscal year ended March 31, 2005.

            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.

Recent Accounting Changes and New Accounting Pronouncements

            See PART I, Item 7, Financial Statements and accompanying notes thereto.

5

ITEM 7.  FINANCIAL STATEMENTS.

FCCC, INC.

INDEX TO FINANCIAL STATEMENTS

		Page
INDEPENDENT AUDITORS' REPORT		7
FINANCIAL STATEMENTS:		8
	Balance Sheets	8
	Statements of Operations	9
	Statements of Changes in Stockholders' Equity	10
	Statements of Cash Flows	11
	Notes to Financial Statements	12

6

Report of Independent Registered Public Accounting Firm

To the Board of Directors and

Stockholders of FCCC, Inc.

Norwalk, Connecticut

We have audited the accompanying balance sheets of FCCC, Inc. (the Company) as of March 31, 2005 and 2004, and the related statements of operations, stockholders' equity, and cash flows for the years then ended. 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. 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 FCCC, Inc. as of March 31, 2005 and 2004 and the results of its operations and cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ Mahoney Sabol & Company, LLP

Certified Public Accountants

Glastonbury, Connecticut

April 20, 2005

7

FCCC, INC.

BALANCE SHEETS

As of March 31, 2005 and March 31, 2004

(Dollars in thousands, except share data)

			March 31, 2005 (Audited)			March 31, 2004 (Audited)
ASSETS
Current assets:
	Cash and cash equivalents		$	1,685		$	1,560
	Accrued interest receivable			9			-
		Total current assets	1,694			1,560
Other assets			1			1
TOTAL ASSETS			$	1,695		$	1,561
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable and other accrued expenses		24			9
		Total current liabilities	24			9
Commitments and contingencies			-			-
TOTAL LIABILITIES			24			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		(8,371		)	(8,490		)
		Total stockholders' equity	1,671			1,552
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	1,695		$	1,561
See notes to financial statements.

8

FCCC, INC.

STATEMENTS OF OPERATIONS

(Audited)

(Dollars in thousands, except share data)

			Years Ended March 31,
			2005		2004
CONTINUING OPERATIONS:
Income:
	Fee Income		$	250	$	-
	Interest income		23		14
Total income			273		14
Expense:
	Legal expenses		52		11
	Operating expenses		95		64
Total expense			147		75
Income (loss) from continuing operations before income taxes			126		(61		)
Income tax expense			7		9
INCOME (LOSS) FROM CONTINUING OPERATIONS:			119		(70		)
DISCONTINUED OPERATIONS:
Gain (loss) from discontinued operations			-		(55		)
Income tax expense			-		74
GAIN (LOSS) FROM DISCONTINUED OPERATIONS (See Note 2)			-		(129		)
NET INCOME (LOSS)			$	119	$	(199	)
Basic earnings per share:
	Continuing operations		$	0.08	$	(0.05	)
	Discontinued operations			-		(0.10	)
		Total	$	0.08	$	(0.15	)
Diluted earnings per share:
	Continuing operations		$	0.07	$	(0.05	)
	Discontinued operations			-		(0.09	)
		Total	$	0.07	$	(0.14	)
Weighted average common shares outstanding:
	Basic		1,423,382		1,361,224
	Diluted		1,644,578		1,474,713
See notes to financial statements.

9

FCCC, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

For the years ended March 31, 2005 and 2004

(Audited)

(Dollars in thousands, except share data)

	Common Stock
				Paid-in			Accumulated
	Shares	Amount		Capital			Deficit			Total
Balance, March 31, 2003	1,173,382	$	587	$	9,253		$	(7,579	)	$	2,261
Issuance of shares	250,000		125		127			-			252
Dividends paid	-		-		-			(712	)		(712	)
Cost of additional authorized shares	-		-		(50	)		-			(50	)
Net loss	-		-		-			(199	)		(199	)
Balance, March 31, 2004	1,423,382	$	712	$	9,330		$	(8,490	)	$	1,552
Net income	-	-		-			119			119
Balance, March 31, 2005	1,423,382	$	712	$	9,330		$	(8,371	)	$	1,671
See notes to financial statements.

10

FCCC, INC.

STATEMENTS OF CASH FLOWS

(Audited)

(Dollars in thousands)

				Years Ended March 31,
				2005			2004
Cash Flows from Operating Activities:
Net income (loss)				$	119		$	(199	)
	Less: Income (loss) from discontinued operations			-			(129		)
	Income (loss) from continuing operations			119			(70		)
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		(9		)	(1		)
	Increase (decrease) in liabilities:
		Accounts payable and accrued expenses		15			(63		)
			Net cash provided by operating activities	125			1,003
Cash Flows From Investing Activities:				-			-
Cash Flows From Financing Activities:
	Proceeds from sale of common stock			-			252
	Dividends paid			-			(712		)
	Cost of additional authorized shares			-			(50		)
			Net cash provided by (used in) financing activities	-			(510		)
			Net cash provided by (used in) discontinued operations	-			1,037
			Net increase in cash and cash equivalents	125			1,530
			Cash and cash equivalents, beginning of year	1,560			30
			Cash and cash equivalents, end of year	$	1,685		$	1,560
Supplemental cash flow disclosures:
	Cash payments of interest			$	-		$	56
	Cash payments of income taxes			$	2		$	9
See notes to financial statements.

11

FCCC, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED MARCH 31, 2005 AND 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Company Operations:

            The accompanying 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).

            The 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, the current President and Chief Executive Officer of the Company, and Martin Cohen, the current Chairman of the Board and Treasurer 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 (see Note 2). In addition, the Company has 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.

            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.

Cash and Cash Equivalents:

            The Company has defined cash as including cash on hand and cash in interest bearing and non-interest bearing operating bank accounts. Highly liquid instruments purchased with original maturities of three months or less are considered to be cash equivalents.

            The Company maintains cash balances at two financial institutions. Accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to $100,000 at each institution. At various times throughout the year, cash balances exceeded FDIC limits. At March 31, 2005 and 2004, the Company had uninsured cash balances totaling $1,574,000 and $1,452,000, respectively.

Estimates:

            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.

Income Taxes:

            The Company utilizes the asset and liability method of accounting for deferred income taxes as prescribed by the Statement of Financial Accounting Standards No. 109 (SFAS 109) "Accounting for Income Taxes." This method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the tax return and financial statement reporting bases of certain assets and liabilities.

12

Earnings Per Common Share:

            The Company follows Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share". SFAS No. 128 simplifies the standards for computing earnings per share (EPS) and makes them comparable to international EPS standards. Basic EPS is based on the weighted average number of common shares outstanding for the period, excluding the effects of any potentially dilutive securities. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.

            Basic and diluted income (loss) per common share was calculated using the following number of shares:

	2005	2004
Average shares outstanding	1,423,382	1,361,224
Basic shares	1,423,382	1,361,224
Net dilutive effect of options and warrants	221,196	113,489
Diluted shares	1,644,578	1,474,713

Stock Options:

            The Company adopted Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation", which establishes a fair value based method of accounting for an employee stock option or similar equity instrument. SFAS No. 123 gives entities a choice of recognizing related compensation expense by adopting the fair value method or measuring compensation using the intrinsic value approach under Accounting Principles Board (APB) opinion No. 25. If the intrinsic value approach for measurement is elected; SFAS No. 123 requires supplemental disclosure to show the effects of using the fair value measurement criteria. The Company intends to continue using the measurement prescribed by APB Opinion No. 25, whereby the Company does not recognize compensation costs at the grant date; accordingly, this pronouncement does not affect the Company's financial position or results of operations (see Note 4).

Common Stock Warrants:

            In connection with the Asset Sale, the Company issued 5-year Warrants to purchase an aggregate of 200,000 shares of Common Stock, exercisable at a price of $1.00 per share, at a purchase price of $.01 per Warrant. The exercise price of the warrants is subject to adjustment as defined. The warrant price was adjusted to $.50 per share as a result of the payment of $.50 per share cash dividends during September 2003. No warrants were exercised or cancelled during the years ended March 31, 2005 and March 31, 2004.

New Pronouncements:

            In June 2001, FASB issued SFAS No. 143 "Accounting for Retirement Obligations," which provides the accounting requirements for retirement obligations associated with tangible long-lived assets. The Company adopted this standard effective April 1, 2003. The initial adoption of this standard did not have a material impact on the Company's financial statements.

13

            In December 2002, FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." This statement amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the Fair-value-based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS 123. The Company accounts for stock-based employee compensation arrangements in accordance with the provisions of APB No. 25, "Accounting for Stock Issued to Employees," and complies with the disclosure provisions of SFAS 123 and SFAS 148.

            In December 2003, FASB Interpretation No. 46R, "Consolidation of Variable Interest Entities," ("VIE's") was issued. FIN 46R provides additional guidance as to when certain entities need to be consolidated for financial reporting purposes. The Company does not believe that the adoption of this interpretation will have any effect on its financial statements.

            In April 2003, FASB issued SFAS No. 149 "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," which amends and clarifies accounting for derivative instruments. This statement is effective for contracts (as defined) entered into or modified after June 30, 2003. The initial adoption of this standard did not have a material impact on the Company's financial statements.

            In May 2003, FASB issued SFAS No. 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity," which changes the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity. The new statement requires that those instruments be classified as liabilities in statements of financial position. This statement is effective for financial instruments entered into or modified after May 31, 2003, and other wise is effective at the beginning of the first interim period beginning after June 30, 2003. The initial adoption of this standard did not have a material impact on the Company's financial statements.

Reclassifications:

            Certain amounts as of and for the year ended March 31, 2004 have been reclassified to conform to the March 31, 2005 presentation. The reclassifications have no material effect on the financial statements.

NOTE 2 - DISCONTINUED OPERATIONS:

            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. All amounts due pursuant to the Asset Sale from Holding, and all amounts due from the Stock Sale were paid on July 11, 2003, subject to immaterial post closing adjustments. The Company has reported the results of operations, gain and deferred tax adjustment for the period from April 1, 2003 to June 30, 2003.

            The results of operations included in discontinued operations were as follows (dollars in thousands):

		Period from April 1 to June 30, 2003
Total revenue		$	261
Income (loss) before income taxes
	from discontinued operations		(105	)
Add: gain on sale of operating assets			50
Less: income tax provision			74
Income (loss) from discontinued Operations		$	(129	)

14

NOTE 3 - FINANCIAL INSTRUMENTS:

Concentrations of Credit Risk:

            The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents (see Note 1).

Fair Value of Financial Instruments:

            SFAS no. 107, "Fair Value of Financial Instruments", requires disclosure of the fair value of financial instruments for which the determination of fair value is practicable. SFAS No. 107 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of the Company's financial instruments (cash and cash equivalents) approximate their fair value because of the short maturity of these instruments.

NOTE 4 - STOCK OPTIONS

            The Company has two stock option plans. The first plan, the 1999 Stock Option Plan (the 1999 Plan) was adopted in 1999 and the second plan, the 2002 Equity Incentive Plan (the 2002 Plan) was adopted in 2003 (the 1999 Plan and the 2002 Plan are collectively referred to herein as the Plans). The Company has reserved 150,000 shares of stock for grants under both the 1999 and 2002 plans, respectively. Pursuant to the Plans, the Company's employees, officers, consultants, and directors are eligible to receive grants of incentive and/or non-incentive stock options. The Plans provide that the maximum term for options granted under the Plans is ten years and that the exercise price for the options may not be less than the fair market value of the Company's common stock on the date of grant.

Options granted pursuant to the 1999 Plan:

            On May 3, 2001, options to purchase 100,000 shares were granted under the 1999 Plan at an exercise price of $0.64 per share. The options expire ten years from the date of grant and were fully vested at the date of grant. As a result of the Asset Sale, options to purchase 55,500 shares granted under the 1999 Plan expired by their terms when certain holders thereof ceased to be employees of the Company. No options were exercised or canceled during the years ended March 31, 2005 and 2003 and no compensation cost has been recognized for stock options awarded under the 1999 Plan.

Options granted pursuant to the 2002 Plan:

            On October 3, 2003, options to purchase 45,000 shares were granted under the 2002 Plan at an exercise price of $1.05 per share. The options expire ten years from the date of grant and vest ratably over three years from the date of grant; however, the option agreement stipulates accelerated vesting provisions under certain circumstances as defined. None of these options were vested, exercised or canceled during the years ended March 31, 2005 and 2004 and no compensation cost has been recognized for stock options awarded under the 2002 Plan.

Other Options:

            On October 1, 2002, the Company granted non-qualified options to purchase an aggregate of 79,500 shares (Other Options), at an exercise price of $0.82 per share, to certain then-current and former employees, officers and directors of the Company, whose options had or were to have terminated as a result of the Asset Sale. The options expire five years from the date of grant and vest immediately. None of these options were exercised or cancelled during the years ended March 31, 2005 and 2004, and no compensation cost has been recognized for these options.

            The weighted-average remaining contractual life of the outstanding options is approximately 7.4 years.

15

            The Company has adopted the disclosure only provision of SFAS No. 123 (see Note 1). During fiscal 2005, no new options were granted, and no new pro forma compensation expense was recognized. If the Company had elected to recognize compensation costs based on the fair value of the grant for awards granted, the Company's net income (loss) after tax would have been adjusted to reflect additional compensation expense of $17,000 for the year ended March 31, 2004. Pro forma net income (loss) would have been $(216,000) and pro forma earnings per share (basic and diluted) would have been as follows:

	2004
Earnings (loss) per share:
Basic - as reported	(0.15)
Basic - pro forma	(0.16)
Diluted - as reported	(0.14)
Diluted - pro forma	(0.15)

        The estimated weighted average fair value of stock options at the time of grant using the Black-Scholes option pricing model was $.37 for the fiscal 2004 options. The assumptions used in computing such fair values are as follows:

Annualized dividend yield	0%
Expected volatility	100%
Risk free interest rate	4.1%
Expected option term	10

NOTE 5 - COMMITMENTS AND CONTINGENCIES AND FINANCIAL INSTRUMENTS WITH OFF BALANCE SHEET RISK:

            On July 1, 2003 the Company entered into a one-year lease for office space located in Norwalk, Connecticut for approximately $1,000 per month. On June 30, 2004 the lease expired and the Company has continued leasing its office space on a month-to-month basis at a rate of approximately $500 per month.  Rent expense totaled $7,500 for the year ended March 31, 2005. All leases entered into prior to July 1, 2003 were transferred to Holding as part of the APA (see Notes 1 and 2).

            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 expense. Fees related to these agreements totaled $48,000 for the year ended March 31, 2005 and $36,000 for the year ended March 31, 2004.

            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 consummated in June 2003, the purchaser placed funds in escrow at closing to secure the obligations of the Company under this letter of credit. Such letter of credit was released in April 2005.

16

NOTE 6 - INCOME TAXES:

            The income tax provision taxes consists of the following for the years ended March 31, 2005 and 2004:

			2005		2004
Current expense:
	Federal		$	-	$	-
	State			7,000		9,000
		Total current	$	7,000	$	9,000
Deferred expense:
	Federal		$	-	$	74,000
	State			-		-
		Total deferred	$	-	$	74,000
	Total tax provision		$	7,000	$	83,000

            At March 31, 2005, there were no deferred tax assets or liabilities recognized for taxable temporary differences.

            The Company establishes a valuation allowance in accordance with the provisions of SFAS No. 109, "Accounting for Income Taxes". The Company continually reviews the adequacy of the valuation allowance and recognizes a benefit from income taxes only when reassessment indicates that it is more likely than not that the benefits will be realized.

            A reconciliation of the income tax provision computed by applying the federal and state statutory rates to income before taxes to the actual income tax provision for the years ended March 31, 2005 and 2004 is as follows:

		2005		2004
Federal provision at statutory rate		$	-	$	74,000
State provision at statutory rate			7,000		9,000
Valuation allowance and other			-		-
	Total	$	7,000	$	83,000

            At March 31, 2005, the Company had available federal net operating losses of approximately $8,030,000 for income tax purposes, which expire from 2006 to 2023.

17

NOTE 7 - FEE INCOME:

            On May 19, 2004, the Company entered into a Standstill and Tender Offer Agreement (the Standstill Agreement) with Wayfarer Financial Group, Inc. (Wayfarer). Pursuant to the Standstill Agreement, the Company agreed to a 90-day 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.

            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.

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ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

            None.

ITEM 8A.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company's Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company's "disclosure controls and procedures" (as defined in Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period reported in this annual report (the "Evaluation Date"), concluded that the Company's disclosure controls and procedures were effective and designed to ensure that material information relating to the Company is accumulated and would be made known to them by others as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Controls

The Company does not believe that there are significant deficiencies in the design or operation of its internal controls that could adversely affect its ability to record, process, summarize and report financial data. Although there were no significant changes in the Company's internal controls or in other factors that could significantly affect those controls subsequent to the Evaluation Date, the Company's senior management, in conjunction with its Board of Directors, continuously reviews overall company policies and improves documentation of important financial reporting and internal control matters. The Company is committed to continuously improving the state of its internal controls, corporate governance and financial reporting.

ITEM 8B.  OTHER INFORMATION.

            None.

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Identification of Current Directors and Executive Officers

            The directors and executive officers of the Company as of April 28, 2005 are as follows:

Name	Age	Position	Director Since
Martin Cohen	70	Treasurer, Principal Financial Officer and Chairman of the Board of Directors	2003
Bernard Zimmerman	72	President, Chief Executive Officer and Director	2003
Jay J. Miller*	72	Secretary and Director	2003
Lawrence R. Yurdin*	64	Director	1986
Michael L. Goldman*	43	Director	1998
*Member of Audit Committee

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Biographies of Directors and Officers

            MARTIN COHEN became Chairman of the Board and Treasurer of the Company in July 2003, and assumed the role of principal financial officer in September 2003. An experienced private investor, Mr. Cohen is the former manager of Marcon Workouts LLC, the founder and former CEO of Marcon Capital Corporation, a federally licensed Small Business Investment Company, and a former consultant to First Boston and Greenwich Capital Corp., investment banking firms.

            BERNARD ZIMMERMAN became President, Chief Executive Officer and a Director of the Company in July 2003. Mr. Zimmerman is the President of Bernard Zimmerman and Company, Inc., a financial management and consulting firm, and is a director on the boards of Sbarro, Inc., The Institute for Cancer Research and Molecular Medicine, and the M. and A. Sbarro Family Foundation. Mr. Zimmerman is a Certified Public Accountant. He has over 30 years experience in the merger, acquisition and business combination fields.

            JAY J. MILLER became Secretary and a Director of FCCC in July 2003. Mr. Miller is an attorney in private practice, and serves as a director on the boards of Covista Communications, Inc., a long distance telephone service provider and AmTrust Financial Group, Inc., an insurance holding company, as well as its affiliated insurance entities. Mr. Miller is also the Chairman of the Board of AmTrust Pacific Ltd., a New Zealand real estate company.

            LAWRENCE R. YURDIN, a Director of the Company since 1986, is the former President and Chief Executive Officer of the Company. Mr. Yurdin has been employed by the Company in various capacities since 1970. Mr. Yurdin is currently the President and a Manager of FCCC Holding Company, LLC d/b/a First Connecticut Capital, a company engaged in the business of making and servicing mortgage loans.

            MICHAEL L. GOLDMAN has served as a Director of the Company since 1998 and is the former Assistant Secretary of the Company. Mr. Goldman is the Managing Principal in the law firm of Goldman, Gruder & Woods, LLC. Mr. Goldman is also the Vice President, Secretary and a Manager of FCCC Holding Company, LLC d/b/a First Connecticut Capital, a company engaged in the business of making and servicing mortgage loans.

            All Directors hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. Officers are elected to serve, subject to the discretion of the Board of Directors, until their successors are appointed. The Company has not held an annual meeting since 2003.

            FCCC's Board of Directors has established an Audit Committee. The Audit Committee meets with management and FCCC's independent auditors to determine the adequacy of internal controls and other financial reporting matters.

Section 16(a) Beneficial Ownership Reporting Compliance

            Section 16(a) of the Securities Exchange Act of 1934 requires FCCC's officers and directors, and persons who own more than ten percent (10%) of a registered class of FCCC's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC"). Officers, directors and greater than ten percent (10%) stockholders are required by SEC regulations to furnish FCCC with copies of all Section 16(a) forms they file.

            To the best of FCCC's knowledge, based solely on review of the copies of such forms furnished to it, or written representations that no other forms were required, FCCC believes that all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent (10%) stockholders were complied with during the fiscal year ended March 31, 2005.

Audit Committee Financial Expert

            The Board of Directors of the Company has determined that Jay J. Miller qualifies as its "audit committee financial expert," as that term is defined in Item 401(e) of Regulation S-B, and is "independent" as that term is used in Item 7(d)(3)(iv) of schedule 14A under the Securities Exchange Act of 1934.

20

Code of Ethics

            FCCC has not yet adopted a corporate code of ethics. The Company's Board of Directors is considering establishing a code of ethics to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. The Company plans to implement a code of ethics prior to March 31, 2006.

ITEM 10.  EXECUTIVE COMPENSATION.

Compensation

            The following Summary Compensation Table sets forth all compensation earned, in all capacities, during the fiscal years ended March 31, 2003, 2004 and 2005 by the Company's (i) Chief Executive Officer, and (ii) "highly compensated" executive officers, other than the CEO, as determined by Regulation S-B, Item 402 (the individuals falling within categories (i) and (ii) are collectively referred to as the "Named Executives").

SUMMARY COMPENSATION TABLE

		Annual Compensation							Long Term Compensation
									Awards			Payouts
Name and Principal Position	Year	Salary ($)		Bonus ($)		Other Annual Compensation ($)			Restricted Stock Award(s) ($)		Securities Underlying Options/SARs (#)	LTIP Payouts ($)		All other Compensation ($)
Bernard Zimmerman CEO and President	2005 2004 2003	$ $ $	0 0 -	$ $ $	0 0 -	$ $ $	24,000 18,000 -	(1) (1)	$ $ $	0 0 -	0 0 -	$ $ $	0 0 -	$ $ $	0 0 -
Martin Cohen Chairman and Treasurer	2005 2004 2003	$ $ $	0 0 -	$ $ $	0 0 -	$ $ $	24,000 18,000 -	(2) (2)	$ $ $	0 0 -	0 0 -	$ $ $	0 0 -	$ $ $	0 0 -
Lawrence R. Yurdin Former CEO and President(3)	2005 2004 2003	$ $ $	- 33,653 131,000	$ $ $	- 0 0	$ $ $	- 0 0		$ $ $	- 0 0	- 15,000 0	$ $ $	- 0 0	$ $ $	- 0 0

(1)	Bernard Zimmerman & Company, Inc., an affiliate of Mr. Zimmerman, receives $2,000 per month pursuant to a consulting agreement with the Company, dated July 1, 2003, to provide consulting services with respect to the business and finances of the Company. The consulting agreement expires on July 1, 2006.
(2)	Mr. Cohen receives $2,000 per month pursuant to a consulting agreement with the Company, dated July 1, 2003, to provide consulting services with respect to the business and finances of the Company. The consulting agreement expires on July 1, 2006.
(3)	Mr. Yurdin resigned from his position as President and CEO of the Company as of June 27, 2003, at which time he was appointed Chief Financial Officer of the Company. Mr. Yurdin resigned from his position as CFO on August 31, 2003. Mr. Yurdin remains a Director of the Company.

21

Stock Options

            There were no (i) stock option/SARs grants (ii) aggregated option/SAR exercises or (iii) long-term incentive plan awards in the fiscal year ended March 31, 2005 to any Named Executives.

Compensation of Directors

            Directors, except Messrs. Cohen and Zimmerman, are entitled to receive a fee of $300 per Board meeting. Audit Committee members receive a fee of $300 per Audit Committee meeting, provided that Audit Committee meetings are held on a different day than meetings of the Board of Directors.

22

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Security Ownership

            The following table, together with the accompanying footnotes, sets forth information, as of April 28, 2005, regarding stock ownership of all persons known by FCCC to own beneficially more than 5% of the Company's outstanding common stock, Named Executives, all directors, and all directors and officers of FCCC as a group:

Name and Address of Beneficial Owner	Amount of Beneficial Ownership		Percent of Class	Options and Warrants Exercisable Within 60 Days	Total	Percent of Class - Total
5% Stockholders
Robert E. Humphreys 64 Alcott Street Acton, MA 01720	114,900	(1)	8.07%	-	114,900	8.07%
Remnant Partners L.P. 714 St. Johns Road Baltimore, MD 21210-2134	101,015	(2)	7.10%	-	101,015	7.10%
Executive Officer and Directors
Martin Cohen 27 E. 65th Street Suite 11A New York, NY 10021	188,300	(3)	13.23%	100,000	288,300	18.92%
Bernard Zimmerman 18 High Meadow Road Weston, CT 06883	188,300	(4)	13.23%	100,000	288,300	18.92%
Lawrence R. Yurdin 431B North Trail Stratford, CT 06815	21,707	(5)	1.53%	28,500	50,207	3.46%
Michael L. Goldman 11 Skytop Drive Trumbull, CT 06611	16,921		1.19%	16,000	32,921	2.29%
Jay J. Miller 430 East 57th Street New York, NY 10022	-		-	-	-	-
All directors and executive officers as a group (five persons)	415,228		29.17%	244,500	659,728	39.55%

(1)	Includes shares beneficially owned by members of Mr. Humphreys' immediate family and affiliated trusts.
(2)	Includes shares owned by John C. Boland, manager of Remnant Partners L.P., in personal accounts.
(3)	Includes shares held by Cohen Profit Sharing Plan, an affiliate of Mr. Cohen.
(4)	Includes shares held by Bernard Zimmerman & Company, Inc., an affiliate of Mr. Zimmerman.
(5)	Excludes 7,484 shares held by Mr. Yurdin's wife, as to which he disclaims beneficial ownership.

23

Securities Authorized For Issuance Under Equity Compensation Plans

Stock Option Plans

            The Company has two stock option plans. The first plan, the 1999 Stock Option Plan (the "1999 Plan") was adopted in 1999 and the second plan, the 2002 Equity Incentive Plan (the "2002 Plan") was adopted in 2003 (the 1999 Plan and the 2002 Plan are collectively referred to herein as the "Plans"). Each Plan has reserved 150,000 shares of stock for grants under each, respectively. Pursuant to the Plans, the Company's employees, officers, consultants, and directors are eligible to receive grants of incentive and/or non-incentive stock options. The purpose of the Plans are to advance the interests of the Company and its stockholders by helping the Company obtain and retain the services of employees, officers, consultants, and directors, upon whose judgment, initiative and efforts the Company is substantially dependent, and to provide those persons with further incentives to advance the interests of the Company. In addition, the Plans provide that the maximum term for options granted under the Plans is 10 years and that the exercise price for the options may not be less than the fair market value of the Company's common stock on the date of grant. Options granted to stockholders owning more than 10% of the Company's outstanding common stock must be exercised within 5 years from the date of grant and the exercise price must be at least 110% of the fair market value of the Company's common stock on the date of the grant.

            Options granted pursuant to the 1999 Plan: On May 3, 2001, options to purchase 100,000 shares were granted under the 1999 Plan at an exercise price of $0.64 per share. The options expire ten years from the date of grant. As a result of the Asset Sale, options to purchase 55,500 shares granted under the 1999 Plan expired by their terms when certain holders thereof ceased to be employees of the Company. Accordingly, as of April 28, 2005, options to purchase 45,500 shares were outstanding under the 1999 Plan. No options were exercised or canceled during the year ended March 31, 2005 and no compensation cost has been recognized for stock options awarded under the 1999 Plan.

            Options granted pursuant to the 2002 Plan: On October 3, 2003, options to purchase 45,000 shares were granted under the 2002 Plan at an exercise price of $1.05 per share. The options expire ten years from the date of grant. As of April 28, 2005, options to purchase 45,000 shares were outstanding under the 2002 Plan. No options were exercised or canceled during the year ended March 31, 2005 and no compensation cost has been recognized for stock options awarded under the 2002 Plan.

Other Options

            On October 1, 2002, the Company granted non-qualified options to purchase an aggregate of 79,500 shares ("Other Options"), at an exercise price of $0.82 per share, to certain then-current and former employees, officers and directors of the Company, whose options had or were to have terminated as a result of the Asset Sale. The Company issued the Other Options in consideration of the efforts of the grantees in connection with the Asset and Stock Sales and their continued cooperation with and assistance to the Company after the closing of those transactions. The granting of the Other Options was approved by the stockholders of the Company at the June 3, 2003 Annual Stockholders Meeting. The terms and conditions of the Other Options are identical to the terms and conditions of the options issued under the Plans, except that they have not terminated upon the respective holders thereof ceasing to be "Eligible Persons" under the Plans. Using the Black-Scholes method of valuation, the aggregate value of the Other Options at the time of their grant was $24,645.

The following table sets forth, as of the year ended March 31, 2005, information with respect to FCCC's compensation plans and individual compensation arrangements to which FCCC is a party, if any, under which equity securities of FCCC are authorized for issuance:

24

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance
		(a)	(b)		(c)
Equity compensation plans approved by security holders
	1999 Stock Option Plan	44,500	$	0.64	105,500
	2002 Stock Option Plan	45,000	$	1.05	105,000
	Other Options	79,500	$	0.82	N/A
Equity compensation plans not approved by security holders		N/A		N/A	N/A
	Total	169,000	$	0.83	210,500

            The weighted-average remaining contractual life of the outstanding options is approximately 7.4 years.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

            None.

ITEM 13.  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

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

            Mahoney Sabol & Company, LLP ("MSC") was engaged as the Company's independent public accountants as of October 10, 2003. MSC billed the Company an aggregate of $7,500 for the audit of the financial statements for the year ended March 31, 2004. Additionally, MSC billed the Company an aggregate of $5,500 for the reviews of the Company's financial statements included in each Form 10-QSB of the Company filed covering the fiscal quarters ended June 30, 2004, September 30, 2004 and December 31, 2004, and an aggregate of $3,750 for the reviews of the Company's financial statements included in each Form 10-QSB of the Company filed covering the fiscal quarters ended September 30, 2003 and December 31, 2003.

            Prior to the engagement of MSC, Saslow Lufkin & Buggy, LLP ("SLB") was the Company's independent public accountants. SLB billed the Company an aggregate of $31,900 for the audit of the financial statements for the year ended March 31, 2003. Additionally, SLB billed the Company $3,400 for its review covering the fiscal quarter ended June 30, 2003.

Audit-Related Fees

            None.

Tax Fees

            MSC billed an aggregate of $1,500 for the preparation of required federal and state income tax filings.

25

All Other Fees

            SLB billed the Company $30,792 in the fiscal year ended March 31, 2003 for services rendered in connection with the preparation of the Asset and Stock Purchase Transactions referenced in PART I, Item 1 hereof.

            Each of the permitted non-audit services has been pre-approved by the Audit Committee or the Audit Committee's Chairman pursuant to delegated authority by the Audit Committee, other than de minimus non-audit services for which the pre-approval requirements are waived in accordance with the rules and regulations of the SEC.

Audit Committee Pre-Approval Policies and Procedures

            The Audit Committee charter provides that the Audit Committee will pre-approve the fees and other significant compensation to be paid to the independent auditors.

26

SIGNATURES

            In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FCCC, INC.
By:
	Name: Bernard Zimmerman
	Title: President and Chief Executive Officer

Dated: April 28, 2005

            In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name: Bernard Zimmerman

Title: President, Chief Executive Officer and Director

Dated: April 28, 2005

Name: Martin Cohen

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

Dated: April 28, 2005

/s/ Jay J. Miller

Name: Jay J. Miller

Title: Secretary and Director

Dated: April 28, 2005

/s/ Lawrence R. Yurdin

Name: Lawrence R. Yurdin

Title: Director

Dated: April 28, 2005

/s/ Michael L. Goldman

Name: Michael L. Goldman

Title: Director

Dated: April 28, 2005

27

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

28

EX-31

CERTIFICATION

I, Bernard Zimmerman, certify that:
1.	I have reviewed this annual report on Form 10-KSB 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.

Bernard Zimmerman

President and Chief Executive Officer

Dated: April 28, 2005

EX-31

CERTIFICATION

I, Martin Cohen, certify that:
1.	I have reviewed this annual report on Form 10-KSB 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.

Martin Cohen

Chairman, Treasurer and Principal Financial Officer

Dated: April 28, 2005

EX-32

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

            In connection with the filing of the Annual Report on Form 10-KSB for the period ended March 31, 2005 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.

Bernard Zimmerman

President and Chief Executive Officer

Dated: April 28, 2005

EX-32

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

            In connection with the filing of the Annual Report on Form 10-KSB for the period ended March 31, 2005 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.

Martin Cohen

Chairman, Treasurer and Principal Financial Officer

Dated: April 28, 2005