fccc_10q.htm


(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

		Page
ITEM 1.	FINANCIAL STATEMENTS

	Balance Sheets		3
	Statements of Operations		4-5
	Statements of Cash Flows		6
	Statements of Changes in Stockholders’ Equity		7
	Notes to Condensed Financial Statements		8-9

ITEM 1(B).	UNRESOLVED STAFF COMMENTS		10

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		10

ITEM 3.	CONTROLS AND PROCEDURES		11

ITEM 4.	MINE SAFETY DISCLOSURES		12

	SIGNATURES		13

	EXHIBIT INDEX		14

	EXHIBITS

FCCC, INC.

BALANCE SHEETS

(Dollars in thousands, except share data)

	September 30, 2012 (Unaudited)			March 31, 2012 (Audited)

ASSETS
Current assets:
Cash and cash equivalents	$	98		$	117

Total current assets		98			117

Other assets		1			1

TOTAL ASSETS	$	99		$	118

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and other accrued expenses	$	9		$	10

Total current liabilities		9			10

Commitments and contingencies		-			-

TOTAL LIABILITIES		9			10

Stockholders’ equity:
Common stock, no par value, stated value $.50 per share,
authorized 22,000,000 shares, issued and outstanding
1,561,022 shares at September 30, 2012 and March 31, 2012		781			781
Additional paid-in capital		8,035			8,035
Accumulated deficit		(8,726	)		(8,708	)
Total stockholders’ equity		90			108

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	99		$	118

FCCC, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except share data)

	Six Months Ended September 30,
	2012			2011

Income:
Interest income	$	1		$	2

Total income		1			2

Expense:
Operating and administrative expenses		15			28
Legal expenses		4			5

Total expense		19			33

Loss before income taxes		(18	)		(31	)
Income tax expense		-			-

Net Loss	$	(18	)	$	(31	)

Basic and Diluted loss per share	$	(0.01	)	$	(0.02	)

Weighted average common shares outstanding:
Basic and Diluted		1,561,022			1,561,022

FCCC, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except share data)

	Three Months Ended September 30,
	2012			2011

Income:
Interest income	$	(a)-		$	1

Total income		-			1

Expense:
Operating and administrative expenses		8			17
Legal expenses		2			2

Total expense		10			19

Loss before income taxes	$	(10	)	$	(18	)
Income tax expense		-			-

Net Loss	$	(10	)	$	(18	)

Basic and Diluted loss per share	$	(0.01	)	$	(0.01	)

Weighted average common shares outstanding:
Basic and Diluted		1,561,022			1,561,022

__________

FCCC, INC.

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

	Six Months Ended September 30,
	2012			2011

Cash Flows from Operating Activities:

Net Loss	$	(18	)	$	(31	)

Adjustments to reconcile net loss to cash used in operating activities:
Changes in assets and liabilities:

Accounts payable and accrued expenses		(1	)		(4	)

Net cash used in operating activities		(19	)		(35	)

Net decrease in cash and cash equivalents		(19	)		(35	)
Cash and cash equivalents, beginning of period		117			179
Cash and cash equivalents, end of period	$	98		$	144

FCCC, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Dollars in thousands, except share data)

	Common Stock				Paid-in			Accumulated
	Shares		Amount		Capital			Deficit			Total


Balance, March 31, 2009 (audited)		1,561,022	$	781	$	9,284		$	(8,504	)	$	1,561

Net Loss – Year Ended March 31, 2010 (audited)		-		-		-			(73	)		(73	)

Cash Distribution – August 2009		-		-		(1,249	)		-			(1,249	)

Balance, March 31, 2010 (audited)		1,561,022	$	781	$	8,035		$	(8,577	)	$	239

Net loss – year ended March 31, 2011 (audited)		-		-		-			(71	)		(71	)

Balance – March 31, 2011 (audited)		1,561,022	$	781	$	8,035		$	(8,648	)	$	168

Net loss – Year ended March 31, 2012 (audited)		-		-		-			(60	)		(60	)

Balance – March 31, 2012 (audited)		1,561,022	$	781	$	8,035		$	(8,708	)	$	108

Net loss – 6 Months Ended September 30, 2012 (unaudited)		-		-		-			(18	)		(18	)

Balance, September 30, 2012 (unaudited)		1,561,022	$	781	$	8,035		$	(8,726	)	$	90

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

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair representation have been included herein. Operating results are not necessarily indicative of the results which may be expected for the year ending March 31, 2013 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-K for the fiscal year ended March 31, 2012.

The Company currently has one executive officer, who has a consulting arrangement with the Company. Specifically, on July 1, 2003, the Company and Mr. Bernard Zimmerman, currently the President, Chief Executive Officer and Principal Financial Officer of the Company, entered into a Consulting Agreement (the “Zimmerman Consulting Agreement”) which provided for monthly payments of $2,000 to Mr. Zimmerman or his affiliate plus reasonable and necessary out-of-pocket expenses. Effective August 1, 2011, Mr. Zimmerman reduced his monthly fee to $1,500 per month. Effective April 1, 2012, Mr. Zimmerman has offered and agreed to accept no continuing monthly consulting fees. Upon the completion of a transaction, the Board of Directors and others involved in such transaction will evaluate any fee payable to Mr. Zimmerman for his services. In addition, the Company’s legal counsel and audit firm also instituted fee reductions. Upon the expiration of the Zimmerman Consulting Agreement on July 1, 2006, the Board of Directors authorized the extension of the Zimmerman Consulting Agreement, on a month-to-month basis. 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.

In April 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company has addressed this accounting pronouncement and it did not have a material impact on the Company’s financial statements.

In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-01, Accounting for Distributions to Shareholders with Components of Stock and Cash-a consensus of the FASB Emerging Issues Task Force,(Topic 505). This Accounting Standards Update clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earning Per Share). Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company has addressed this accounting pronouncement and it did not have a material impact on the Company’s financial statements.

In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (ASU 2011-04). This update provides guidance on how fair value measurement should be applied where existing GAAP already requires or permits fair value measurements. In addition, ASU 2011-04 requires expanded disclosures regarding fair value measurements. ASU 2011-04 became effective for the Company’s fiscal year 2012. The Company has addressed this accounting pronouncement and it did not have a material impact on the Company’s financial statements.

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

The Company follows FASB ASC 260 “Earnings Per Share”. ASC 260 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.

The Company adopted “Share-Based Payment” FASB ASC 718. ASC 718 requires expense for all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. For the Company, this statement was effective as of April 1, 2006. The Company adopted the modified prospective method, under which compensation cost is recognized beginning with the effective date. The modified prospective method recognizes compensation cost based on the requirements of ASC 718 for all share-based payments granted after the effective date and, based on the requirements of ASC 718, for all awards granted to employees prior to the effective date that remain unvested on the effective date. The Company does not expect to record any significant expenses under ASC 718 for options currently outstanding. However, the amount of expense recorded under ASC 718 will depend upon the number of options granted in the future and their valuation.

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.

The Company has limited operations and is actively seeking merger, reverse 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 requiring the Company to use and thereby reduce its cash balance. Until the Company completes a merger, reverse merger or other financial transaction, and unless interest rates increase dramatically, the Company expects to continue to incur a loss of between $10,000 to $15,000 per quarter.

During the quarter ended September 30, 2012, the Company had a loss from operations of $(10,000). The loss is attributable to the operational and administrative expenses incurred during the quarter less minimal interest income earned. During the quarter ended September 30, 2011, the loss from operations was $(18,000). The decreased loss in the current quarter is primarily due to lesser amounts expended with respect to reverse merger activities and reductions in fees paid to the Company’s professionals on all levels.

During the six months ended September 30, 2012 the Company had a loss from operations of $(18,000) compared to a loss from operations in the six months ended September 30, 2011 of $(31,000). In both six months periods the Company had minimal interest income. The decrease in the loss in the current six month period is due to lesser amounts expended for reverse merger activities and reductions in fees paid to the Company’s professionals on all levels.

The Company’s Chief Executive Officer who is also the 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.

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.

The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal controls over financial reporting is a process designed by, or under the supervision of, the Company’s Chief Executive Officer, who is also the Company’s Chief Financial Officer, to provide reasonable assurance to the Company’s Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Internal controls over financial reporting including those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Company’s transactions and dispositions of the Company’s assets; (2) provide reasonable assurances that the Company’s transactions are recorded as necessary to permit preparation of the Company’s financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

The Company’s management assessed the effectiveness of the Company’s internal controls over financial reporting as of September 30, 2012 and concluded that such internal controls are effective. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Controls – Integrated Framework.

This quarterly report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal controls over financial reporting pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this report.

As noted above, the Company has limited operations. The Company plans to continue as a public entity and continues to seek merger, acquisition and business combination opportunities with an operating business 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 does not expect to achieve sufficient income to offset its operating expenses, which will create operating losses requiring the Company to use and thereby reduce its cash on hand. See Analysis of Operations and Financial Condition (Page 10).

Exhibit No.		Description

31.1		Certificate of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certificate of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

_____________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

	2012		2011

Weighted average number of common shares outstanding		1,561,022		1,561,022

	FCCC, INC.

Date: November 9, 2012	By:
		Bernard Zimmerman
		President, Chief Executive Officer and Principal Financial Officer