10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(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, 2014
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: 001-08589

FCCC, INC.

(Exact name of registrant 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) (Zip Code)

(203) 855-7700

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes x No 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 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

Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company’ in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller Reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No o

State issuer’s revenues for its most recent fiscal year ended March 31, 2014: Less than $ 1,000.

As of March 31, 2014, the aggregate market value of the issuer’s common stock held by non-affiliates of the issuer was approximately $173,000.

As of June 25, 2014, the registrant had 1,561,022 shares of common stock issued and outstanding.

FCCC, INC.

FORM 10-K

TABLE OF CONTENTS

		Page
FORWARD-LOOKING STATEMENTS			3
PART I
ITEM 1.	Business		4
ITEM 1A.	Risk Factors		6
ITEM 1B.	Unresolved Staff Comments		6
ITEM 2.	Properties		6
ITEM 3.	Legal Proceedings		6
ITEM 4.	Mine Safety Disclosures		6
PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		7
ITEM 6.	Selected Financial Data		8
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk		10
ITEM 8.	Financial Statements		11
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		24
ITEM 9A.	Controls and Procedures		24
ITEM 9B.	Other Information		25
PART III
ITEM 10.	Directors, Executive Officers, and Corporate Governance		27
ITEM 11.	Executive Compensation		29
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		30
ITEM 13.	Certain Relationships, Related Transactions and Director Independence		31
ITEM 14.	Principal Accountant Fees and Services		31
PART IV
ITEM 15.	Exhibits		33
SIGNATURES			34
EXHIBIT INDEX
EXHIBIT 10.1
EXHIBIT 31.1
EXHIBIT 32.1

2

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K and other publicly available documents, including the documents incorporated herein by reference, contain, and our officers and representatives may from time to time make, “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend”, “likely,” “may,” “plan,” “seek,” “will” and similar references to future periods actions or results. Examples of forward-looking statements include our prospects for one or more future material transactions, potential sources of financing, and expenses for future periods.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Any forward-looking statement made by us in this annual report on Form 10-K is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

3

PART I

ITEM 1. BUSINESS.

General

FCCC, Inc. (OTC QB “FCIC”) 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, Telephone Number 203-855-7700. FCCC is authorized to issue 22,000,000 shares of common stock, no par value. The Company had 1,561,022 shares of common stock issued and outstanding at March 31, 2014.

 The Company has had limited operations since June 30, 2003 and is a “shell company” as defined in Rule 13b-2 of the Exchange Act. Such operations consist of a search for appropriate transactions such as a merger, acquisition, reverse merger or other business combination with an operating business or other appropriate financial transaction. See “Current Business” below.

Current Business

Since June 2003, the Company’s operations consist of a search for a merger, acquisition, reverse merger or a 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, reverse merger or business combination candidate pursuant to which it may become an operating company.

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 such arrangements are deemed to be 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 potential transaction, the Company analyzes all available factors and makes a determination based on a composite of available facts, without reliance on any single factor.

4

ITEM 1. BUSINESS (CONTINUED).

It is not possible at this time 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 reorganization or other financial transaction. As part of such a transaction, some or all of 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 not possible at this time to predict the nature or magnitude of such increased regulation, if any.

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

Competition

FCCC is in direct competition with many other entities in its efforts to locate a suitable transaction. Included in the competition are business development companies, SPAC’s, 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 and Consultants

The Company currently has one executive officer whose company has a consulting arrangement with the Company. Specifically, on July 1, 2003, the Company entered into a Consulting Agreement (the “Zimmerman Consulting Agreement”) with Bernard Zimmerman & Company, Inc. (the “Zimmerman Company”), the president and controlling shareholder of which is Bernard Zimmerman, currently the President, Chief Executive Officer and Principal Financial Officer of the Company. The Zimmerman Consulting Agreement provided for monthly payments of $2,000 to the Zimmerman Company or its affiliate plus reasonable and necessary out-of-pocket expenses. Upon the expiration of the Zimmerman Consulting Agreement on July 1, 2006, the Board of Directors authorized the extension of the Zimmerman Consulting Agreement, on a month-to-month basis. Effective August 1, 2011, the Zimmerman Company reduced its monthly fee to $1,500 per month. Effective April 1, 2012, the Zimmerman Company offered and agreed to accept no continuing monthly consulting fees. Upon the completion of a potential transaction, the Board of Directors and others involved in such transaction will evaluate any fee or consulting arrangements payable to the Zimmerman Company for its services.

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.

5

ITEM 1A. RISK FACTORS.

Smaller reporting companies are not required to provide the information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Smaller reporting companies are not required to provide the information required by this item.

ITEM 2. PROPERTIES.

The Company leases office space and services located at 200 Connecticut Avenue, 5th Floor, Norwalk, Connecticut from an unaffiliated party pursuant to a month-to-month arrangement at a charge of $500 per month.

ITEM 3. LEGAL PROCEEDINGS.

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

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable

6

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Price Range of Common Stock

The Company’s common stock is quoted and traded on the OTCQB, administered by OTC Markets Group, Inc. and the bid and ask prices of the Company’s stock are quoted under the symbol FCIC. The following are the low and high prices for the Company’s common stock during the fiscal years ended March 31, 2014 and 2013 as quoted on the OTCQB. The information shown below was obtained from Bloomberg Finance, L.P. (through Maxim Group, LLC.).

FISCAL YEAR ENDED March 31, 2014	Low		High
First Quarter	$	0.11	$	0.17
Second Quarter	$	0.10	$	0.31
Third Quarter	$	0.12	$	0.25
Fourth Quarter	$	0.12	$	0.25

FISCAL YEAR ENDED March 31, 2013	Low		High
First Quarter	$	0.25	$	0.25
Second Quarter	$	0.25	$	0.27
Third Quarter	$	0.25	$	0.25
Fourth Quarter	$	0.15	$	0.17

On May 30, 2014 the closing price per share of our common stock on the OTCQB was $0.16.

Bid prices do not reflect inter-dealer prices, with or without retail mark-up, mark-down or commissions and may not represent actual transactions.

On March 31, 2014, the closing price for the Company’s common stock was $.20 per share.

7

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. (CONTINUED)

Holders

The number of stockholders of record of the Company on March 31, 2014 was approximately 800.

The number of shares of the Company’s common stock outstanding as of March 31, 2014 was 1,561,022.

Dividends and Distributions

 The Company has not paid any cash dividends during the four most recent completed fiscal years. The Company may or may not pay cash dividends or make other distributions in the future depending on a number of factors. The Company may, however, pay a cash dividend or other distribution as part of a merger, acquisition, reverse merger or business combination transaction or if the Board of Directors deems it advisable for the benefit of all shareholders at any time.

Transfer Agent

The transfer agent of the Company’s common stock is Registrar & Transfer Company.

Equity Compensation Plan

The Company’s only equity compensation plan was the 2002 Stock Option Plan described in Item 11 of this annual report which expired during 2013.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Services

We have issued no unregistered securities within the period covered by this report, which have not been previously reported on Form 10-Q or Form 8-K.

Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers

We have not repurchased any shares of our common stock during the fiscal years ended March 31, 2014 and 2013.

ITEM 6. SELECTED FINANCIAL DATA. 

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

8

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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 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 Item I, Current Business. 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.

Subsequent to the end of the fiscal year, on June 27, 2014, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Frederick L. Farrar, LFM Investments, Inc., Chafre, LLC, Charles E. Lanham and Daniel R. Loftus (collectively, the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers an aggregate of 1,900,000 shares (the “Shares”) of Common Stock for aggregate cash consideration equal to $380,000. The Shares represent approximately 54.9% of the issued and outstanding shares of the Company’s Common Stock as of the date of this Information Statement. A closing is expected to occur pursuant to the Purchase Agreement upon satisfaction of all of the conditions thereunder, which is expected to occur on or after July 7, 2014. Because the transactions contemplated by the Purchase Agreement remain subject to conditions, there can be no assurance that a closing will occur.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

During the year ended March 31, 2014, the Company had a loss from operations of $43,000. The loss is attributable to the operational administrative and legal expenses incurred during the year. During the year ended March 31, 2013, the loss from operations was $37,000. The increase in the loss in the current year is primarily due to a decrease in interest income received, and operating, legal and administrative expenses incurred in the year ended March 31, 2014 of $5,000 more than in the year ended March 31, 2013 primarily due to additional amounts expended with respect to reverse merger activities, potential financial transactions and increases in fees paid to the Company professionals.

The increase in the loss for the year ended March 31, 2014 is attributable to:

(A)  Lesser interest income received of $1,000 in the current year as compared to the previous year. The decrease in the interest received is a result of lesser funds available for investment and lesser rates of interest received on invested funds.

(B)  An increase in legal, operating and administrative expenses of $5,000 in the year ended March 31, 2014. This increase is primarily due to expenses incurred in the year ended March 31, 2014 and other costs in connection with potential reverse merger opportunities which were more than in the year ended March 31, 2013 and increases in additional fees paid to the Company professionals.

(C)  Taxes paid in the years ended March 31, 2014 and 2013 were $-0- in both years.

9

Liquidityand Capital Resources

Stockholders’ equity as of March 31, 2014 was $28,000 as compared to $71,000 at March 31, 2013. The decrease is attributable to the net loss incurred by the Company during the fiscal year ended March 31, 2014.

The Company had cash on hand at March 31, 2014 of $42,000 as compared to $79,000 at March 31, 2013. The decrease in cash on hand is primarily due to losses sustained by the Company in the fiscal year ended March 31, 2014 adjusted for additional accruals.

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

The payment of any cash distribution or dividend is subject to the discretion of the Company’s Board of Directors. At this time the Company has no plans to pay any cash distributions or dividends in the foreseeable future.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is a smaller reporting company as defined by Rule 12b-2 under the Exchange Act and is not required to provide the information required under this item. 

10

ITEM 8. FINANCIAL STATEMENTS.

FCCC, INC.

INDEX TO FINANCIAL STATEMENTS

	Page (s)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS		9-10
FINANCIAL STATEMENTS:
Balance Sheets		11
Statements of Operations		12
Statements of Changes in Stockholders’ Equity		13
Statements of Cash Flows		14
Notes to the Financial Statements		15-21

11

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 sheet of FCCC, Inc. (the "Company") as of March 31, 2014, and the related statements of operations, changes in stockholders' equity and cash flows for the year 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 audit.

We conducted our audit 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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, 2014, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

MarcumLLP

Providence, Rhode Island

June 27, 2014

Marcum LLP ▪ 155 South Main Street ▪ Suite 100 ▪ Providence, Rhode Island 02903 ▪ Phone 401.457.6700 ▪ Fax 401.457.6701 ▪ www.marcumllp.com

12

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 sheet of FCCC, Inc. as of March 31, 2013, and the related statements of operations, changes in stockholders' equity and cash flows for the year 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 audit.

We conducted our audit 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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 audit provides 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, 2013, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Braver P.C.
Providence, Rhode Island
June 27, 2014

		Needham Providence
	55 South Main Street, Suite 110, Providence, Rl 02093 T 401.457.6700 F 401.457.6701 www.thebravergroup.com	Taunton

13

FCCC, INC.

BALANCE SHEETS

MARCH 31, 2014 AND 2013

(Dollars in thousands, except share data)

	2014			2013
ASSETS
Current assets:
Cash	$	42		$	79
Total current assets		42			79
Other assets		1			1
TOTAL ASSETS	$	43		$	80
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other accrued expenses	$	15		$	9
Total current liabilities		15			9
TOTAL LIABILITIES		15			9
Stockholders’ equity:
Common stock, no par value,
authorized 22,000,000 shares, issued and outstanding
1,561,022 shares at March 31, 2014 and March 31, 2013		781			781
Additional paid-in capital		8,035			8,035
Accumulated deficit		(8,788	)		(8,745	)
Total stockholders’ equity		28			71
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	43		$	80

The accompanying notes to the financial statements are an integral part of these statements.

14

FCCC, INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED MARCH 31, 2014 AND 2013

(Dollars in thousands, except share data)

	2014			2013
Income:
Interest income	$	(A	)	$	1
Total income		--			1
Expenses:
Legal expenses		13			8
Operating and administrative expenses		30			30
Total expenses		43			38
Net Loss:	$	(43	)	$	(37	)
Basic and diluted loss per share:	$	(0.02	)	$	(0.02	)
Weighted average common shares outstanding:
Basic and diluted		1,561,022			1,561,022

(A) Less than $1,000

The accompanying notes to the financial statements are an integral part of these statements.

15

FCCC, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED MARCH 31, 2012 TO MARCH 31, 2014

(Dollars in thousands, except share data)

	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, April 1, 2012		1,561,022	$	781	$	8,035	$	(8,708	)	$	108
Net Loss – Year ended March 31, 2013		-		-		-		(37	)		(37	)
Balance, March 31, 2013		1,561,022		781		8,035		(8,745	)		71
Net Loss – Year Ended March 31, 2014		–		–		–		(43	)		(43	)
Balance, March 31, 2014		1,561,022	$	781	$	8,035	$	(8,788	)	$	28

The accompanying notes to the financial statements are an integral part of these statements.

16

FCCC, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 2014 AND 2013

(Dollars in thousands)

	2014			2013
Cash Flows from Operating Activities:
Net Loss	$	(43	)	$	(37	)
Adjustments to reconcile net loss to cash used in operating activities:
Increase (Decrease) in liabilities:
Accounts payable and accrued expenses		6			(1	)
Net cash used in operating activities		(37	)		(38	)
Net changes in cash and cash equivalents		(37	)		(38	)
Cash and cash equivalents, beginning of year		79			117
Cash and cash equivalents, end of year	$	42		$	79

The accompanying notes to the financial statements are an integral part of these statements.

17

FCCC, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2014

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Company Operations:

The accompanying financial statements of FCCC, Inc. (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

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.

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 a financial institution. Accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 at such institution. At various times throughout the year, cash balances may exceed FDIC limits. At March 31, 2014 there were no uninsured amounts.

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.

Dividends:

The Company may or may not pay cash dividends or make other distributions in the future depending on a number of factors. The Company may, however, pay a cash dividend or other distribution as part of a merger, acquisition, reverse merger or business combination transaction or if the Board of Directors deems it advisable for the benefit of all shareholders at any time.

Income Taxes:

The Company utilizes the asset and liability method of accounting for deferred income taxes as prescribed by the FASB Accounting Standard Codification, (“ASC”), 740 (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 basis of certain assets and liabilities.

As required by ASC 740-10, “Income Taxes”, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Management does not believe that there are any uncertain tax positions which would have a material impact on the financial statements. The Company has elected to include interest and penalties related to uncertain tax positions as a component of income tax expense. To date, the Company has not recorded any interest or penalties related to uncertain tax positions.

18

FCCC, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2014

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

Advertising:

The Company expenses advertising costs as incurred. Advertising expense included in operating expenses was $850 and $-0- for the years ended March 31, 2014 and 2013 respectively.

Earnings Per Common Share:

The Company follows FASB ASC 260 (“Earnings Per Share”). 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 loss per common share was calculated using the following number of shares:

	March 31,
	2014		2013
Weighted average number of common shares outstanding		1,561,022		1,561,022

Revenue and Cost Recognition:

The Company’s only source of revenue is interest income earned from a money market account held at a financial institution. This income is recognized at the end of each quarter.

Common Stock Warrants:

None outstanding.

19

FCCC, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2014

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

Recently Issued Accounting Pronouncements:

The FASB has issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operation.

The Financial Accounting Standards Board (“FASB”), on February 14, 2013, issued a proposed Accounting Standards Update (“ASU”) to Accounting Standards Codification (“ASC”) Subtopic 825-10 Financial Instruments-Overall - Recognition and Measurement of Financial Assets and Financial Liabilities. This proposed ASU was developed as part of the FASB’s broader project in conjunction with the International Accounting Standards Board (“IASB”) to improve and converge accounting and financial reporting for financial instruments. The FASB believes that the proposed ASU would improve financial reporting by providing a comprehensive framework for classifying and measuring financial instruments. The adoption of this guidance will 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.

NOTE 2 - FINANCIAL INSTRUMENTS:

Concentrations of Credit Risk:

The Company’s financial instruments that are exposed to concentrations of credit risk consist of cash on deposit with financial institutions.

Fair Value of Financial Instruments:

The Company follows FASB ASC 825 “Fair Value of Financial Instruments”, which requires disclosure of the fair value of financial instruments for which the determination of fair value is practicable. The fair value of a financial instrument is defined 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.

20

FCCC, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2014

NOTE 3 - STOCK OPTIONS:

The Company had one stock option plan during previous years. The 2002 Equity Incentive Plan (the 2002 Plan) was adopted in 2003. The Company has reserved 150,000 shares of stock for grants under the 2002 plan. Pursuant to the Plan, the Company’s employees, officers, consultants, and directors are eligible to receive grants of incentive and/or non-incentive stock options. The Plan provides 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.

During the year ended March 31, 2014, this option plan has expired.

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. All options subsequently were vested. No options were exercised during the years ended March 31, 2014 and 2013 and no compensation cost has been recognized for stock options awarded under the 2002 Plan.

Options for 15,000 shares were cancelled during the year ended March 31, 2010. The exercise price of the 2002 Plan options were reduced from $1.05 per share to $0.25 per share in conjunction with the Company’s payment of a cash distribution to stockholders of $0.80 per share in August 2009. Options for 30,000 shares were outstanding under this plan.

During October 2013, all remaining options expired unexercised.

The weighted-average remaining contractual life of the outstanding options is “None”.

During fiscal 2014 and 2013, no new share based payments were granted, and no compensation expense was recognized.

21

FCCC, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2014

NOTE 4 - 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 from an unaffiliated party for $500 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 $500 per month. Rent expense totaled $6,000 for each of the years ended March 31, 2014 and 2013, respectively.

The Company currently has a consulting arrangement (the “Zimmerman Consulting Agreement”) with Bernard Zimmerman & Company, Inc., whose President and controlling shareholder is Bernard Zimmerman, currently the President, Chief Executive Officer and Principal Financial Officer of the Company. The Zimmerman Consulting Agreement provided for monthly payments of $2,000 to Mr. Zimmerman or his affiliate plus reasonable and necessary out-of-pocket expenses. Upon the expiration of the Zimmerman Consulting Agreement on July 1, 2006, the Board of Directors authorized the extension of the Zimmerman Consulting Agreement, on a month-to-month basis. Effective August 1, 2011, the monthly fee payable under the Zimmerman Consulting Agreement was reduced to $1,500 per month. Effective April 1, 2012, the monthly consulting fee under the Zimmerman Consulting Agreement was eliminated.

In connection with the Purchase Agreement, as discussed further in Note 6, and subject to a closing thereunder, the Company has agreed to enter into a new consulting agreement with Bernard Zimmerman & Company, Inc., which will be effective as of July 1, 2014 and which will supersede the Zimmerman Consulting Agreement. The new consulting agreement will have a twelve-month term and Bernard Zimmerman & Company, Inc. will provide similar services as under the Zimmerman Consulting Agreement in exchange for monthly payments of $2,000, with the right of the Company to terminate the agreement prior to the sixth month of the term for an early termination fee of $12,000 less payments made prior to termination.

Management of the Company expects to use consultants, attorneys and accountants as necessary, and it is not expected that FCCC, Inc. will have any full-time or other employees, except as may be the result of completing a transaction.

22

FCCC, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2014

NOTE 5 - INCOME TAXES:

The Company’s deferred tax asset relates to net operating losses that may be carried forward to future years. At March 31, 2014, the Company has available net operating losses of $ 582,422 and $399,375 for federal and state income taxes, respectively, that expire from 2018 to 2028. For the years ended March 31, 2014 and 2013, approximately $81,000 and $497,000 in federal net operating losses have expired, respectively. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry-forward are offset by a valuation allowance of the same amount. The net change in the valuation allowance resulted in a decrease of $10,193 and $153,772 for the years ended March 31, 2014, and 2013, respectively. Internal Revenue Code Section 382 limits the utilization of net operating loss carryforwards upon a change in control of a Company. Therefore, the amount available to offset future taxable income may be limited, should such a change in control occur.

The Company’s deferred tax asset and valuation allowance as of March 31, 2014 and 2013 are as follows:

	March 31,
	2014			2013
Net Operating Losses	$	225,980		$	236,173
Valuation Allowance		(225,980	)		(236,173	)
	$	–		$	–

The Company’s provision for federal and state income taxes for the years ended March 31, 2014 and 2013 consist of the following:

	March 31,
	2014			2013
Current Tax Benefit	$	(17,478	)	$	(15,302	)
Benefit of net operating loss		17,478			15,302
Net tax provision	$	–		$	–

The Company’s effective tax rate differed from the federal statutory income tax rate for the years ended March 31, 2014 and 2013 as follows:

	March 31,
	2014			2013
Federal statutory rate		34.0%			34.0%
State tax, net of federal tax effect		4.95%			4.95%
Valuation allowance		(38.95%	)		(38.95%	)
Effective tax rate		0.0%			0.0%

As of March 31, 2014 and 2013, the Company does not believe that it has taken any tax positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next twelve months. The Company’s income tax returns are subject to examination by the appropriate taxing jurisdictions. As of March 31, 2014, the Company’s income tax returns generally remain open for examination for three years from the date filed with each taxing jurisdiction.

NOTE 6 – SUBSEQUENT EVENTS:

On June 27, 2014, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Frederick L. Farrar, LFM Investments, Inc., Chafre, LLC, Charles E. Lanham and Daniel R. Loftus (collectively, the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers an aggregate of 1,900,000 shares (the “Shares”) of Common Stock for aggregate cash consideration equal to $380,000. The Shares represent approximately 54.9% of the issued and outstanding shares of the Company’s Common Stock. A closing is expected to occur pursuant to the Purchase Agreement upon satisfaction of all of the conditions thereunder, which management anticipates will occur on or after July 7, 2014. Because the transactions contemplated by the Purchase Agreement remain subject to conditions, there can be no assurance that a closing will occur.

NOTE 7 – RECLASSIFICATION:

Certain 2013 financial statement amounts have been reclassified to conform to the 2014 presentation. These reclassifications have had no effect on total stockholders’ equity.

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ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

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

Report of Management on Internal Controls Over 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 Principal 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.

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ITEM 9A. CONTROLS AND PROCEDURES (CONTINUED).

The Company’s management assessed the effectiveness of the Company’s internal controls over financial reporting as of March 31, 2014 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 1992 Framework.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

Changes in internal controls over financial reporting

During the Company’s fiscal year and fourth fiscal quarter ended March 31, 2014, there were no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

Pursuant General Instruction B.3. to Form 8-K, the following information is being provided in this Item 9B in lieu of being provided on a Current Report on Form 8-K under Items 1.01, 3.02, 5.01, and 5.02.

On June 27, 2014, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Frederick L. Farrar, LFM Investments, Inc., Chafre, LLC, Charles E. Lanham and Daniel R. Loftus (collectively, the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers an aggregate of 1,900,000 shares (the “Shares”) of Common Stock for aggregate cash consideration equal to $380,000. The Shares represent approximately 54.9% of the issued and outstanding shares of the Company’s Common Stock as of the date of this Information Statement. A closing is expected to occur pursuant to the Purchase Agreement upon satisfaction of all of the conditions thereunder, which is expected to occur on or after July 7, 2014. Because the transactions contemplated by the Purchase Agreement remain subject to conditions, there can be no assurance that a closing will occur. There are no other arrangements or understandings involving control persons of the Company with respect to the election of directors. A copy of the Purchase Agreement is filed as Exhibit 10.1 to this annual report on Form 10-K.

25

The Shares are to be issued pursuant to the Purchase Agreement to a limited number of persons, all of whom were “accredited investors” as defined in Rule 501 of Regulation D of the Securities Act of 1933, without the use of any general solicitation or advertising to market or otherwise offer the securities for sale. In addition, each such person had prior access to all material information about our Company and represented to us in writing (i) that they were an accredited investor, (ii) that they were acquiring the securities for their own account and not with a view to distribute them and (iii) that the securities would be restricted securities upon issuance. Based on the foregoing, we believe that the offer and sale of these securities were exempt from registration pursuant to the Securities Act of 1933, pursuant to Rule 506 promulgated thereunder. Registration of sales to “accredited investors” is preempted from state regulation by Section 18 of the Securities Act of 1933, though states may require the filing of notices, a fee and other administrative documentation.

In connection with the entry into the Purchase Agreement, on June 27, 2014, our Board of Directors elected each of Frederick L. Farrar, Daniel R. Loftus and Fred J. Merritt to serve as directors of the Company effective as of the later of (a) 10 days after the mailing to our stockholders of an Information Statement under Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder disclosing the transactions and (b) a “closing” under the Purchase Agreement (such event, the “Change of Control”).

Each of Messrs. Zimmerman, Miller and Goldman has tendered their resignation from all positions with our Company, to become effective as of the Change of Control.

In addition to his directorship, our Board of Directors has appointed Frederick L. Farrar to serve as Chairman, President, Chief Executive Officer, Principal Financial Officer and Director of FCCC, Inc. effective as of the Change in Control. Mr. Farrar previously served as Executive Vice President and Chief Financial Officer of Klipsch Group, Inc., from 1990 to December 2013. Mr. Farrar also served on its board of directors from 2002 until it was acquired by Voxx International (NASDAQ: VOXX) in March of 2011. After the acquisition, Mr. Farrar continued to serve as Executive Vice President and Chief Financial Officer until December 2013. Mr. Farrar is a founder and served as President and Chief Operating Officer of Windrose Medical Properties Trust (NYSE:WRS) from 2002 to 2006. After its merger with Healthcare REIT, Inc. (NYSE:HCN), he served as Executive Vice President of Windrose from 2006 to 2009. Other roles include President and Chief Financial Officer of Trading Company of America, LTD, a private company that operated retail jewelry locations under the business name “The Shane Company”, from 1992 to 1997; Chief Financial Officer of National Guest Homes Inc., a developer and operator of assisted living facilities, from 1990 to 1996; and Chief Financial Officer of Hospital Affiliates Development Corporation, a fee-based developer of hospitals and other medical facilities from 1990 through 2002. Prior to 1990, Mr. Farrar had an initial 10 year career as a fee-based financial advisor. Mr. Farrar has served on the board of directors of BHC LLC/Cryopoint, LLC since August 2012 and is President and founder of Chafre LLC, a private investment-focused company that will become a significant stockholder of the Company after the Change in Control, among other private entities. Mr. Farrar received a B.A. from St. Lawrence University in 1978 and a law degree from Syracuse University in 1980.

26

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Identification of Current Directors and Executive Officers

The directors and executive officers of the Company as of March 31, 2014 are as follows:

Name	Age	Position	Director Since
Bernard Zimmerman	81	President, Chief Executive Officer, Principal Financial Officer and Director	2003
Jay J. Miller*	81	Secretary and Director	2003
Michael L. Goldman*	53	Director	1998

_________________

*Member of Audit Committee

Biographies of Directors and Officers

BERNARD ZIMMERMAN became President, Chief Executive Officer and a Director of the Company in July 2003. Mr. Zimmerman was also appointed as Treasurer and Principal Financial Officer of the Company in February 2007. Mr. Zimmerman is the President of Bernard Zimmerman and Company, Inc., a financial management and consulting firm. Mr. Zimmerman is a Certified Public Accountant and has over 40 years experience in the merger, acquisition and business combination fields. From August 2007 to February 2011 Mr. Zimmerman served as Chairman of the Board, President, Chief Executive Officer and Treasurer of St. Lawrence Seaway Corporation, a company engaged in seeking mergers, reverse mergers, acquisitions, or other business combinations and financial transactions and from July 2004 until September 30, 2009 served as President and Chairman of the Board and as a Director until December 31, 2009 of GVC Venture Corp., a company engaged in similar activities. Mr. Zimmerman also served as a Director and Chairman of the audit and compensation committees of Sbarro, Inc. for more than 20 years until January 2007 when the company was sold.

JAY J. MILLER became Secretary and a Director of FCCC, Inc. in July 2003. Mr. Miller is an attorney in private practice, and serves as a Director of AmTrust Financial Services, Inc., an insurance holding company and its affiliated property and casualty insurance companies.

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 of the law firm of Goldman, Gruder & Woods, LLC.

Board of Directors and Corporate Governance

The Company’s Board of Directors is responsible for establishing broad corporate policies and for overseeing our overall management. In addition to considering various matters which require board approval, the board provides advice and counsel to, and ultimately monitors the performance of, our senior management. 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.

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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED).

Committees of the Board

Audit Committee. 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. Members of the Committee are Jay J. Miller and Michael Goldman.

Family Relationships

There are no family relationships among our directors and executive officer.

Legal Proceedings

As of the date of this annual report, there are no proceedings to which our directors and sole officer is a party adverse to us.

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 five percent (5%) 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 five percent (5%) 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 five percent (5%) stockholders were complied with during the fiscal year ended March 31, 2014.

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.

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, 2015.

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ITEM 11. EXECUTIVE COMPENSATION.

Compensation

The following Summary Compensation Table sets forth all compensation earned, in all capacities, during the fiscal years ended March 31, 2014, 2013 and 2012 by the Company’s (i) Chief Executive Officer, and (ii) “highly compensated” executive officers, other than the CEO, as determined by Regulation S-K, 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	Fiscal Year Ended March 31	Salary ($)		Bonus ($)		Other Annual Compen-sation ($)			Restricted Stock Award(s) ($)		Securities Underlying Options/ SARs (#)		LTIP Payouts ($)		All other Compen-sation ($)
Bernard Zimmerman	2014	$	0	$	0	$	0	(1)	$	0		0	$	0	$	0
CEO and President	2013	$	0	$	0	$	0	(1)	$	0		0	$	0	$	0
	2012	$	0	$	0	$	20,000	(1)	$	0		0	$	0	$	0

__________________

(1) Bernard Zimmerman & Company, Inc., an affiliate of Mr. Zimmerman, receives a consulting fee 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 expired on July 1, 2006 and has been authorized by the Board to continue on a month to month basis.  See Page 2 for current status.

Stock Options/SAR Grants

There were no (i) stock option/SARs grants, (ii) aggregated option/SAR exercises, or (iii) long-term incentive plan awards in the fiscal years ended March 31, 2014 and 2013 to any named executives.

Compensation of Directors

All Directors, except Mr. Zimmerman, are entitled to receive a fee of $225 per Board meeting. Audit Committee members receive a fee of $225 per Audit Committee meeting, provided that Audit Committee meetings are held on a different day than meetings of the Board of Directors.

The members of the Board as a group, except Mr. Zimmerman, received director fees of $1,800 in total covering the fiscal year ended March 31, 2014.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership

The following table, together with the accompanying footnotes, sets forth information, as of March 31, 2014, regarding stock ownership of all persons known by FCCC to own beneficially more than 5% of the Company’s outstanding common stock, and named executives, directors, and all directors and officers of FCCC as a group:

Name and Address of Beneficial Owner	Amount of Beneficial Ownership			Percent of Class - Total
5% Stockholders
Claudia B. Carucci Uncle Mills Partners Ms. Carucci, Manager 17 Eagle Island Place Sheldon, SC 29941		193,785			12.41	%
Martin Cohen		244,440			15.66	%
27 E. 65th Street Suite 11A New York, NY 10021
Executive Officers and Directors
Bernard Zimmerman		241,800	(1)		15.49	%
18 High Meadow Road Weston, CT 06883
Michael L. Goldman		16,921			1.08	%
11 Skytop Drive Trumbull, CT 06611
Jay J. Miller		–			–
430 East 57th Street New York, NY 10022
All directors and executive officers as a group (three persons)		258,721			16.57	%

______________

(1)	Includes shares held by Bernard Zimmerman & Company, Inc., an affiliate of Mr. Zimmerman.
(2)	Based upon Schedule 13G/A filed on February 11, 2014, and includes 114,396 shares owned individually by Ms. Carucci as well as the 79,389 shares owned by Uncle Mills Partners. Ms. Carucci asserts sole power to vote, dispose of, and direct the disposition of such shares owned individually and by Uncle Mills Partners.
(3)	Percentages shown above may have been rounded.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS (continued).

Securities Authorized For Issuance Under Equity Compensation Plans:

See Note 3 to March 31, 2014 Financial Statements

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

See Page 2 – Employees and Consultants.

ITEM 14 . PRINCIPAL ACCOUNTANT FEES AND SERVICES.

On January 10, 2014, the Company was informed by its former independent registered public accounting firm, Braver P.C. (“Braver”), that Braver had combined its practice with Marcum LLP (“Marcum”), with Marcum being the surviving firm (the “Transaction”). As a result of the Transaction, on February 4, 2014, the Company officially engaged Marcum as the Company’s independent registered public accounting firm.

The following tables summarize the aggregate fees billed by the Company’s former independent registered public accounting firm, Braver, for audit services for each of the last two fiscal years and for other services rendered to the Company in each of the last two fiscal years.

	2014		2014		2013
Fee Category	Marcum		Braver		Braver
Audit Fees (1)	$	6,000	$	2,000	$	8,000
Audit-Related Fees (2)		–		–		–
Tax Fees (3)		1,500		–		1,500
All Other Fees (4)		–		–		–
	$	7,500	$	2,000	$	9,500

(1)	Audit fees consist of fees for the audit of our financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements.
(2)	Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit and the review of our financial statements and which are not reported under “Audit Fees”. No such services were provided during the periods reported.
(3)	Tax fees consist of fees for tax compliance, tax advice and tax planning services. Tax compliance services, which relate to the preparation of tax returns, claims for refunds and tax payment-planning services, accounted for $3,000 of the total tax fees incurred in 2014 and 2013.
(4)	The Company was not billed by either of its independent registered public accounting firms in 2014 or 2013 for any other fees.

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ITEM 14 . PRINCIPAL ACCOUNTANT FEES AND SERVICES (CONTINUED).

All Other Fees

Any permitted non-audit services will be 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 Securities and Exchange Commission.

Audit Committee Pre-Approval Policies and Procedures

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

32

PART IV

ITEM 15. EXHIBITS.

Exhibit No.	Description
10.1	Securities Purchase Agreement (the “Purchase Agreement”) with Frederick L. Farrar, LFM Investments, Inc., Chafre, LLC, Charles E. Lanham and Daniel R. Loftus
31.1	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	XBRL Data Files

33

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.
Dated: June 27, 2014	By:	/s/ Bernard Zimmerman
		Bernard Zimmerman
		President, Chief Executive Officer and Principal
		Financial Officer

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.

Dated: June 27, 2014	By:	/s/ Bernard Zimmerman
		Bernard Zimmerman
		President, Chief Executive Officer, Principal
		Financial Officer and Director

Dated: June 27, 2014	By:	/s/ Jay J. Miller
		Jay J. Miller
		Secretary and Director

Dated: June 27, 2014	By:	/s/ Michael L. Goldman
		Michael L. Goldman
		Director

34

EXHIBIT INDEX

Exhibit No.	Description
10.1	Securities Purchase Agreement (the “Purchase Agreement”) with Frederick L. Farrar, LFM Investments, Inc., Chafre, LLC, Charles E. Lanham and Daniel R. Loftus
31.1	Certificate of the Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certificate of the Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted 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.

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EX-10.1

EXHIBIT 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) dated June 27, 2014 (the “Effective Date”), by and between FCCC, Inc., a Connecticut corporation (the “Company”), and the persons listed on the signature page(s) of this Agreement (the “Purchasers”).

INTRODUCTION

WHEREAS, the Company wishes to sell and issue to the Purchasers and each of the Purchasers wishes to purchase form the Company, 1,900,000 shares of the Company’s common stock, no par value, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. SALE OF COMMON STOCK

1.1 AUTHORIZATION. The Company has authorized the sale and issuance to the Purchasers in the amounts set forth opposite their respective names on Exhibit A hereto of an aggregate of 1,900,000 shares of Common Stock (the “Securities”).

1.2 SALE AND ISSUANCE OF THE SECURITIES. Subject to the terms and conditions set forth in this Agreement, the Company will issue and sell to the Purchasers and the Purchasers will buy from the Company the Securities at a per share purchase price of $0.20.

1.3 ESCROW. On or before the Effective Date, the Purchasers shall deposit the aggregate sum of $380,000 (the “Purchase Price”) by wire transfer of immediately available funds into an account designated by First American Title Insurance Company (“Escrow Agent”) to be held and distributed in accordance with the terms of this Agreement and the form of Escrow Agreement attached to this Agreement as Exhibit B (the “Escrow Agreement”).

SECTION 2. CLOSING DATE; DELIVERY.

2.1 CLOSING DATE. The Closing, of the purchase and sale of the Securities shall take place at the offices of Faegre Baker Daniels LLP, 2200 Wells Fargo Center, 90 South Seventh Street in the city of Minneapolis, Hennepin County, Minnesota, at 9:00 a.m. local time, on the first business day upon which all of the conditions of Section 5 and Section 6 have been satisfied (or otherwise waived in accordance with this Agreement) or at such other location, date, and time as may be agreed upon between the Purchasers and the Company (such closing being called the “Closing” and such date and time being called the “Closing Date”) but in any event not later than July 15, 2014 so long as all of the conditions of Section 5 and Section 6 have been satisfied (or otherwise waived in accordance with this Agreement).

2.2 DELIVERY AND PAYMENT. At the Closing, the Company will deliver, or cause its transfer agent and registrar to deliver, to the Purchasers a certificate or certificates with appropriate restrictive legends, registered in each Purchaser’s name, representing the number of Securities to be purchased by each Purchaser at the Closing, against payment by the Escrow Agent of the Purchase Price , by (i) a certified or official bank check payable to the Company, (ii) by wire transfer per the Company’s instructions, or (iii) by any combination of (i) and (ii) above. The Company shall not be obligated to issue and sell any Securities unless and until it receives the entirety of the Purchase Price.

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SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to the Purchasers as follows:

3.1 ORGANIZATION AND STANDING; CERTIFICATE OF INCORPORATION AND BYLAWS. The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Connecticut. The Company has requisite corporate power and authority to own its assets and to carry on its business as now conducted and proposed to be conducted and is duly qualified as a foreign corporation in each jurisdiction in which such qualification is necessary. Copies of the Certificate of Incorporation and Bylaws of the Company have been provided to Purchasers. Said copies remain true, correct and complete and reflect all amendments as of the Closing.

3.2 CORPORATE POWER. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement, and to carry out and perform its obligations under the terms of this Agreement.

3.3 SUBSIDIARIES. The Company has no subsidiaries or affiliated companies and does not otherwise own or control, directly or indirectly, any equity interest in any corporation, partnership, trust, joint venture, limited liability company, association or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.

3.4 CAPITALIZATION. The authorized capital stock in the Company consists of 22,000,000 shares of Common Stock, no par value (“Common Stock”), of which 1,561,022 shares are and will be issued and outstanding immediately prior to the Closing. There are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock. No person, other than the Purchasers pursuant to this Agreement, has any right to purchase any portion of the Securities covered by this Agreement. All issued and outstanding shares of Common Stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable, and have been offered, issued, sold and delivered by the Company in compliance with applicable federal and state securities laws. The Company holds no Common Stock in its treasury.

3.5 AUTHORIZATION. All corporate action on the part of the Company and its board of directors and all action on the part of the officers of the Company necessary for the authorization, execution, delivery and performance of this Agreement by the Company, the authorization, sale, issuance and delivery of the Securities and the performance of the Company’s obligations under this Agreement has been taken or will be taken prior to the Closing. No action of the Company’s stockholders is necessary for any of the foregoing actions. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms.

3.6 PRIVATE OFFERING; VALID ISSUANCE.

(a) The Securities, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable and will be free of any liens or encumbrances other than restrictions under pertinent federal and state securities laws, rules and regulations.

(b) The Company has taken all necessary action on its part to ensure that, subject to the accuracy of the Purchasers’ representations in Section 4 hereof, the offer, sale and issuance of the Securities will constitute transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities will be issued in compliance with all applicable federal and state securities laws.

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(c) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) (a “Disqualification Event”) promulgated under the Securities Act, is applicable to the Company or, to the Company’s knowledge, any person listed in the first paragraph of Rule 506(d)(1), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable.

3.7 NO REGISTRATION, VOTING OR LIQUIDATION RIGHTS. The Company is not under any contractual obligation to register under the Securities Act any of its outstanding securities or any of its securities which may hereafter be issued. To the Company’s knowledge, no stockholder of the Company is party to any agreement with any party other than one or more Purchasers relating to the voting of capital shares of the Company. The Company is not under any contractual obligation to wind-up, liquidate or dissolve whether or not conditioned upon the occurrence of certain events, lapse of certain periods, or upon notice or election by one or more persons (other than by its stockholders in accordance with the requirements of applicable law) and any such past obligations.

3.8 GOVERNMENTAL CONSENT, ETC. No consent, approval order or authorization of or registration, qualification, designation, declaration or filing with any governmental authority on the part of the Company (except the filing of a Schedule 14f-1 with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder) is required in connection with the valid execution and delivery of this Agreement or the offer, sale or issuance of the Securities or other transactions contemplated hereby, except filings pursuant to Regulation D of the Securities Act and applicable state securities laws, which filings, if required, will be accomplished by the Company, at its expense, in a timely manner.

3.9 AGREEMENTS; ACTIONS.

(a) All material definitive agreements, whether oral or written, to which the Company is a party have been filed as an exhibit to the Company’s filings with the SEC (such material definitive agreements, collectively, the “Company Contracts”).

(b) The Company has in all material respects performed all obligations required to be performed by it under the Company Contracts and is not in receipt of any claim of default under any Company Contract. The Company has no present expectation or intention of not fully performing any material obligation pursuant to any Company Contract; and the Company has no knowledge of any breach or anticipated breach by any other party to any Company Contract.

(c) Except for (x) $6,500 in fees for professional services payable to accountants with regard to the Company’s audit in connection with the Form 10-K and preparation and filing of tax returns, both for the fiscal year ending March 31, 2014 and (y) fees for professional services due to the Company’s counsel in respect of the transactions contemplated hereunder, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $5,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell products to any other person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, (iv) indemnification by the Company, or (v) any restrictions on competition or solicitation of employees.

(d) The Company has not (i) since the distribution declared on July 10, 2009 and paid on August 7, 2009, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other material liabilities, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights. For the purposes of (a) and (b) of this Subsection 3.9(d), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person (including persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection.

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(e) The Company is not a guarantor or indemnitor of any indebtedness of any other person.

3.10 CERTAIN TRANSACTIONS. Except as disclosed in the Company’s filings with the SEC, and other than pursuant to this Agreement, no officer, director or employee of the Company, or any member of the immediate family of any such officer, director or employee, or any entity in which any of such persons owns any beneficial interest (other than any publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than one percent of the stock of which is beneficially owned by any of such persons) (collectively, the “Company Insiders”), has any agreement with the Company (other than customary at-will employment arrangements) or any interest in any property, real, personal or mixed, tangible or intangible, used in or pertaining to the business of the Company (other than ownership of capital stock of the Company). The Company is not indebted to any Company Insider (except for amounts due as normal salaries and bonuses and in reimbursement of ordinary business expenses) and no Company Insider is indebted to the Company except for cash advances for ordinary business expenses). None of the Company Insiders has any direct or indirect interest in any person from whom or to whom the Company leases any property, or in any other person with whom the Company transacts business of any nature. For purposes of this Section 3.10, the members of the immediate family of an officer, director or employee shall consist of the spouse, parents, children and siblings of such officer, director or employee. Notwithstanding the foregoing, the Purchasers acknowledge that the Company leases its office at 200 Connecticut Avenue, Norwalk, Connecticut, from Lev & Berlin, P.C., which the Company’s Secretary, Duane L. Berlin, controls.

3.11 PERMITS. The Company has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it. The Company is not in default under any of such franchises, permits, licenses or other similar authority.

3.12 COMPLIANCE WITH OTHER INSTRUMENTS. The Company is not in violation of (i) of any provisions of its Certificate of Incorporation or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound, or (v) of any provision of federal or state statute, rule or regulation applicable to the Company. The execution, delivery and performance of and compliance with this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the Securities, have not resulted and will not result in any violation of, or conflict with, or constitute a default under any such term or provision, or result in the creation of, any mortgage, pledge, lien, encumbrance or charge upon any of the assets of the Company; and there is no such violation or default or event which, with the passage of time or giving of notice or both, would constitute a violation or default which would adversely affect the business of the Company or any of its assets.

3.13 SEC REPORTS. The Company’s Common Stock has been registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Company is subject to the periodic reporting requirements of Section 13 of the Exchange Act.

(a) Since July 11, 2003, the Company has timely filed all forms, reports and documents required to be filed with the SEC by applicable law including, without limitation, the periodic reporting requirements of Section13 of the Exchange Act. All such required forms, reports and documents (including the financial statements, exhibits and schedules thereto and those documents that the Company may file subsequent to the date hereof) are collectively referred to herein as the “Company SEC Filings.” As of their respective dates, the Company SEC Filings (i) were prepared in accordance with the requirements of the Securities Act or Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Filings in all material respects, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the Closing, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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(b) Each of the financial statements (including, in each case, any related notes thereto) contained in the Company SEC Filings, as of their respective dates, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the financial position of the Company at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount.

3.14 TRADING MATTERS. At the date hereof and immediately prior to the Closing (i) the Company’s Common Stock is and will be traded on the over-the-counter market and quoted on each of the OTC Bulletin Board, as presently administered by FINRA (the “OTCBB”), and the OTCQB marketplace, as presently administered by OTC Markets Group, Inc. (the “OTCQB”), (ii) the Company has and will have not less than three registered market makers with respect to the OTCQB who post publicly active bid and ask prices, (iii) the Company has and shall have performed or satisfied all of its undertakings to, and all of its obligations and requirements with, the SEC in all material respects, (iv) the Company has not taken, and shall not have taken, any action that would preclude, or otherwise impair , the inclusion of the Company’s Common Stock for quotation on the OTCBB and OTCQB, (v) no market maker has communicated to the Company any indication that it will cease activity with respect to the Company’s Common Stock, and (vi) the Company does not have any reasonable basis to believe that the Company’s Common Stock is or will be the subject of trading symbol denotation, termination of quotation or hearings or any similar process related thereto.

3.15 NOT AN INVESTMENT COMPANY. The Company is not, and as a result of the sale of the Securities to the Purchasers will not be, required to register under the U.S. Investment Company Act of 1940, as amended.

3.16 DWAC ELIGIBLE. The Company’s Common Stock is eligible at the Depository Trust Company (“DTC”) for full services pursuant to DTC’s operational arrangements, including without limitation transfer through DTC’s Deposit Withdrawal at Custodian (“DWAC”) system. The Company has been approved (without revocation) by DTC’s underwriting department. The Company’s transfer agent and registrar is approved as an agent in DTC’s Fast Automated Securities Transfer Program. The Securities are otherwise eligible for delivery via DWAC and the Company’ s transfer agent and registrar does not have a policy prohibiting or limiting delivery of the Securities via DWAC.

3.17 LITIGATION. There is neither pending nor threatened any action, suit, proceeding or claim, whether or not purportedly on behalf of the Company, to which the Company or any director, officer or employee of the Company is or may be named as a party or to which the Company’s, or any such person’s property is or may be subject. To the best of the Company’s knowledge, there is no basis for any such action, suit, proceeding or claim, in which an unfavorable outcome, ruling or finding in any such matter or for all such matters, taken as a whole, might have a material adverse effect on the condition, financial or otherwise, operations or prospects of the Company. The Company has no knowledge of any unasserted claim, the assertion of which is likely and which, if asserted, will seek damages, an injunction or other legal, equitable, monetary or nonmonetary relief which if granted would have a material adverse effect on the condition, financial or otherwise, operations or prospects of the Company. The Company has no knowledge of any such action that may question the validity of this Agreement or the right of the Company to enter into it, or to consummate the transactions contemplated by this Agreement. There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate.

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3.18 ILLEGAL OR UNAUTHORIZED PAYMENTS; POLITICAL CONTRIBUTIONS. Neither the Company nor any of its officers, directors, employees, agents or other representatives, or any other business entity or enterprise with which the Company is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (a) as a kickback or bribe to any person or (b) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of the Company.

3.19 FINANCIAL STATEMENTS. The Balance Sheets of the Company as of March 31, 2013 audited by Braver, LLP and as of March 31, 2014 audited by Marcum, LLP , and the related statements of operations, stockholders’ equity and cash flows for each of the fiscal years then ended, including related notes and schedules (the “Financial Statements”) are true and complete in all material respects and fairly present in all material respects the financial condition and results of operations of the Company as at said dates and for the periods then ended. The Financial Statements have been prepared in accordance with generally accepted accounting principles, (GAAP), consistently applied. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP.

3.20 BOOKS AND RECORDS. The books of account, minute books, stock record books, and other records of the Company, have been made available to Purchasers, have been properly kept and contain no inaccuracies except for inaccuracies that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company.

3.21 ABSENCE OF UNDISCLOSED LIABILITIES. The Financial Statements make full and adequate provision for all material obligations, liabilities and commitments (fixed and contingent) of the Company as of the dates thereof, and the Company has no material obligations, liabilities or commitments (fixed or contingent) which were required to be set forth or reserved in the Financial Statements or notes thereto in accordance with GAAP and were not so set forth or reserved.

3.22 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since the date of the balance sheet included in the most recent Financial Statements filed with the SEC (the “Latest Balance Sheet Date”), the Company has:

(a) conducted its business only in the ordinary course;

(b) not waived or compromised any valuable right or material debt owed to it;

(c) not agreed, initiated or received notice of any material change to any contract or agreement by which the Company or any of its assets is or may be bound or subject;

(d) not suffered any material adverse change in its financial condition or results of operations;

(e) not incurred any material obligation, liability or commitment (fixed or contingent), except trade obligations in the ordinary course of business;

(f) not declared , set aside or paid any distribution in respect of any of the Company’s capital stock, or made any direct or indirect redemption, purchase, or other acquisition of any of such stock; and

(g) not sold, transferred or leased any of its assets or entered into any transaction other than in the ordinary course of business, except this Agreement.

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3.23 TAX MATTERS.

(a) To the Company’s knowledge: (i) the Company has timely filed all returns, declarations, reports, estimates, information returns, and statements, including any schedules and amendments to such documents (“Company Returns”), required to be filed or sent by it in respect of any Taxes or required to be filed or sent by it by any taxing authority having jurisdiction; (ii) all such Company Returns are complete and accurate in all material respects; (iii) the Company has timely and properly paid all Taxes required to be paid by it; (iv) the Company has established on the Latest Balance Sheet Date, in accordance with GAAP, reserves that are adequate for the payment of any Taxes not yet due and payable; and (v) the Company has complied with all applicable laws, rules, and regulations relating to the collection or withholding of Taxes from third parties, including without limitation employees, and the payment thereof (including withholding of Taxes under Internal Revenue Code of 1986 (“Code”) Sections 1441 and 1442).

(b) For all purposes of this Agreement, the terms “Tax” and “Taxes” shall mean any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property or windfall profits taxes, environmental taxes, customs duties, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, workers’ compensation, employment-related insurance, real property, personal property, sales, use, transfer, value added, alternative or add-on minimum or other governmental tax, fee, assessment or charge of any kind whatsoever including any interest, penalties or additions to any Tax or additional amounts in respect of the foregoing.

(c) There are no liens for Taxes upon any assets of the Company, except liens for Taxes not yet due.

(d) No deficiency for any Taxes has been proposed, asserted or assessed against the Company that has not been resolved and paid in full. No waiver, extension or comparable consent given by the Company regarding the application of the statute of limitations or time to file any Tax Return with respect to any Taxes or Returns is outstanding, nor is any request for any such waiver, extension or consent pending. There has been no Tax audit or other administrative proceeding or court proceeding with regard to any Taxes or Company Returns, nor is any such Tax audit or other proceeding pending, nor has there been any notice to the Company by any Taxing authority regarding any such Tax audit or other proceeding, or, to the knowledge of the Company, is any such Tax audit or other proceeding threatened with regard to any Taxes or Company Returns. The Company does not expect the assessment of any additional Taxes of the Company for any period prior to the date hereof and has no knowledge of any unresolved questions, claims or disputes concerning the liability for Taxes of the Company that would exceed the estimated reserves established on its books and records.

(e) At the Closing, (i) the Company will not be liable for taxes of any other person nor will it be under any contractual obligation to indemnify any person with respect to taxes, (ii) the Company will not be a party to any tax sharing agreement or any other agreement providing for payments by the Company with respect to taxes (iii) the Company will not be party to any joint venture, partnership or other arrangement or contract that could be treated as a partnership for federal income tax purposes (iv) the Company will not have agreed and will not be required, as a result of a change in method of accounting or otherwise, to include any adjustment under Code Section 481 (or any corresponding provision of state, local or foreign law) in taxable income. The Company is not required to file any tax returns in jurisdictions other than Connecticut and no claim has been made by a tax authority in a jurisdiction where the Company does not currently file tax returns, that the Company is or may be subject to taxation by that jurisdiction, (v) there will be no advance rulings in respect of any tax pending or issued by any tax authority with respect to any taxes of the Company, (v) the Company will not be a party to any gain recognition agreements under Code Section 367 and the Treasury Regulations promulgated thereunder, and (vi) the Company will not be liable with respect to any indebtedness the interest of which is not deductible for applicable federal, foreign, state or local income tax purposes. The Company has not filed or been included in a combined, consolidated or unitary Tax return (or the substantial equivalent thereof) of any person.

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(f) The Company has neither been a “distributing corporation” nor been a “controlled corporation” (within the meaning of Code Section 355) in a distribution of stock qualifying for tax-free treatment under Code Section 355.

(g) The Company has not, for the five (5) year period preceding the Closing, been a United States real property holding corporation within the meaning of Code Section 897(c)(2).

(h) There have been made available to the Purchasers true and complete copies of all Company tax returns with respect to taxes based on net income; and any other Company tax returns requested by the Purchasers that may be relevant to the Company or its respective business, assets or operations for any and all taxable periods ending before the date hereof; and for any other taxable years that remain subject to audit or investigation by any tax authority.

(i) The Company is a corporation or association taxable as a corporation for federal income tax purposes.

3.24 BROKERS OR FINDERS. Neither the Purchasers nor the Company have nor will incur, directly or indirectly, as a result of any action taken by or on behalf of the Company, any liability for brokerage or finders’ fees in connection with the transactions contemplated hereby.

3.25 DISCLOSURE. Neither this Agreement, nor any other written statement furnished to the Purchasers or their counsel in connection with the offer and sale of the Securities contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein or herein not misleading in the light of the circumstances under which they were made. There is no fact which the Company has not disclosed to the Purchasers in writing that, to the knowledge of the Company, materially adversely affects, the ability of the Company to perform this Agreement or the other actions contemplated herein.

3.26 PROPERTY. The property and assets that the Company owns are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets. The Company does not lease any personal or real property and does not own any real property, other than the office space that it leases at 200 Connecticut Avenue, Norwalk Connecticut.

3.27 INTELLECTUAL PROPERTY. The Company neither owns nor licenses any material intellectual property.

3.28 ENVIRONMENTAL MATTERS. The Company is and has been in compliance with all laws, regulations, or other applicable requirements relating to (a) releases or threatened release of a any pollutant, contaminant or toxic or hazardous material, substance or waste or petroleum or any fraction thereof (each a “Hazardous Substance”); (b) pollution or protection of employee health or safety, public health or the environment; or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances (collectively, “Environmental Laws”). There has been no release or threatened release of Hazardous Substances, on, upon, into or from any site previously owned, leased or otherwise used by the Company. There have been no Hazardous Substances generated by the Company that have been disposed of or come to rest at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste sites published by any governmental authority in the United States. There not been any underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or PCB-containing equipment have been used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, has been stored on, any site previously owned or operated by the Company, except for the storage of hazardous waste in compliance with Environmental Laws.

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SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.

The Purchasers hereby severally represent and warrant to the Company as follows:

4.1 BUSINESS AND FINANCIAL EXPERIENCE. Each Purchaser is an accredited investor within the meaning of Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that each Purchaser is capable of evaluating the merits and risks of the Purchaser’s purchase of Securities as contemplated by this Agreement. Each Purchaser’s financial situation is such that he or it can afford to bear the economic risk of holding the Securities for an indefinite period of time and suffer complete loss of such Purchaser’s investment.

4.2 INVESTMENT INTENT; BLUE SKY. Each Purchaser is acquiring the Securities for investment for such Purchaser’s own account, not as a nominee or agent, and not with a view to or for resale in connection with any distribution thereof. Each Purchaser understands that the issuance of the Securities has not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the Purchaser’s true and correct state of domicile, upon which the Company may rely for the purpose of complying with applicable Blue Sky laws.

4.3 RULE 144. Each Purchaser acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Each Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, cessation of status as a “shell company” as defined pursuant to the Securities Act, the existence of a public market for the shares, the availability of certain current public information about the Company, required holding periods, the sale being effected through a “broker’s transaction” or in a transaction directly with a “market maker”, and applicable volume limitations. The Company makes no representation as to the future availability of any exemption from such registration requirements.

4.4 RESTRICTIONS ON TRANSFER; RESTRICTIVE LEGENDS. Each Purchaser understands that the transfer of the Securities, if applicable, is restricted by applicable state and federal securities laws, and that the certificates representing the Securities will be imprinted with legends restricting transfer except in compliance therewith.

4.5 ACCESS TO COMPANY INFORMATION. Each Purchaser has had an opportunity to review and discuss the Company’s business, management and financial affairs with the Company’s management. Each Purchaser understands that such discussions, as well as any written information issued by the Company, were intended to describe the material aspects of the Company’s business. Each Purchaser has also had an opportunity to review all materials provided to them by the Company in connection with this Agreement and to ask questions of the officers of the Company.

4.6 AUTHORIZATION. All action on the part of each Purchaser, the Purchaser’s Board of Directors and stockholders or Trustees, as applicable, necessary for the authorization, execution, delivery and performance of this Agreement by the Purchaser, the purchase of and payment for the Securities, if applicable, and the performance of all of such Purchaser’s obligations under this Agreement has been taken or will be taken prior to the Closing. This Agreement, when executed and delivered by each Purchaser, shall constitute the valid and binding obligation of each Purchaser, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. The execution of this Agreement and consummation by Purchasers of the transactions on their part contemplated herein will not breach or violate any order or judgment of any court or governmental agency or any contract or agreement to which any of the Purchasers is a party or may be bound.

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4.7 BROKERS OR FINDERS. The Company has not and will not incur, directly or indirectly, as a result of any action taken by any Purchaser, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or the transactions contemplated hereby. Without limiting generality of the foregoing, the Purchasers shall pay and be solely responsible for, and shall indemnify and hold the Company harmless firm and against any claim relating to, any fees, compensation or remuneration due or owing to the Breckenridge Group and/or Robert G. Oliver.

4.8 NO VIOLATIONS, ETC. None of the Purchasers has had a criminal conviction; been the subject of any regulatory enforcement action or any civil order or judgment involving financial fraud or wrongdoing; or been denied or had revoked any license or permit involving securities or any financial business.

SECTION 5. CONDITIONS TO CLOSING OF THE PURCHASERS.

The Purchasers obligation to purchase the Securities is, unless waived in writing by the Purchasers, subject to the fulfillment as of the Closing Date of the following conditions:

5.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date.

5.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Company have been performed or complied with in all material respects.

5.3 CLOSING WORKING CAPITAL. The Negative Closing Working Capital of the Company shall not exceed $15,000. “Negative Closing Working Capital” means, as of the Closing, the amount Current Liabilities of the Company exceed the Current Assets of the Company. “Current Assets” means cash and cash equivalents, accounts receivable, inventory and prepaid expenses, but excluding (a) the portion of any prepaid expense of which the Company will not receive the benefit following the Closing, (b) deferred tax assets and (c) receivables from any of the Company’s affiliates, directors, employees, officers or stockholders and any of their respective affiliates, determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end. “Current Liabilities” means accounts payable (including, but not limited to fees for professional services payable to accountants), accrued taxes and accrued expenses, but excluding payables to any of the Company’s affiliates, directors, employees, officers or stockholders and any of their respective affiliates, deferred tax liabilities and the current portion of long term debt, determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end.

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5.4 BLUE SKY. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or have the availability of exemptions therefrom, required by any state to have been obtained prior to Closing for the offer and sale of the Securities.

5.5 COMPLIANCE CERTIFICATE. The Company shall have delivered to the Purchasers a certificate of the Company executed by the President and Chief Executive Officer of the Company, dated as of the Closing Date certifying to the fulfillment of the conditions specified in Sections 5.1and 5.2 of this Agreement.

5.6 BOARD OF DIRECTORS. The number of directors constituting the Board of Directors of the Company shall have become three (3) and the Board of Directors of the Company shall have irrevocably appointed and elected each of Frederick L. Farrar, Daniel R. Loftus and Fred J. Merritt (the “Continuing Directors”) to serve as directors of the company effective as of the Closing.

5.7 EMPLOYMENT AGREEMENTS. All of the Company’s employment agreements or relationships, written or oral, shall have been cancelled as of the Closing Date and the Company shall have no liability or obligation for severance, accrued vacation, bonus or other payment of any kind to any current or past employee of the Company.

5.8 REQUIRED NOTICE. The Company shall have properly prepared, filed with the SEC and dispatched to stockholders the Form 14f-1 and the 10-day period required by Rule 14f-1 shall have elapsed. Notwithstanding the foregoing, the Purchasers shall bear the costs and expenses of drafting, printing, mailing and filing the Form 14f-1.

5.9 RESIGNATIONS AND TERMINATIONS. Each of the Company’s officers and employees shall have resigned or been terminated in writing (and provided a full release of any and all liabilities against the Company) by the Company effective as of the Closing, and all members of the Board of Directors shall have delivered their written resignations from the Board of Directors, effective as of the Closing.

5.10 LEGAL OPINION. The Purchasers shall have received an opinion of Lev & Berlin, P.C., counsel to the Company covering such matters as Purchasers reasonably may request.

5.11 SHARE AND WARRANT CERTIFICATES. The Company (or its authorized transfer agent and registrar) shall have issued and delivered to the Purchasers certificates representing the Securities in accordance with this Agreement.

5.12 INVESTIGATION SATISFACTORY. The Purchasers shall be satisfied in all respects with the results of their investigation of the Company.

5.13 PROCEEDINGS. On or before the Closing Date, all actions, proceedings, instruments and documents required by, or on behalf of, the Company to execute, deliver and carry out this Agreement, and all agreements incidental hereto, and all other related legal matters, shall be reasonably satisfactory to the Purchasers and their counsel.

5.14 NO MATERIAL EVENT. The Purchasers shall not have discovered any material error in, misstatement of or omission to disclose any material fact relating to the Company.

5.15 REPORTS AND RETURNS. The Company shall have filed its Form 10-K Annual Report for the fiscal year ended March 31, 2014 and such other periodic reports as may be required and shall have filed federal and state tax returns for such fiscal year to the extent required to be filed prior to the Closing.

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SECTION 6. CONDITIONS TO CLOSING OF THE COMPANY.

The Company’s obligation to issue and sell and issue the Securities is, unless waived in writing by the Company, subject to the fulfillment as of the Closing Date of the following conditions:

6.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and warranties made by the Purchasers in Section 4 hereof shall be true and correct in all material respects as of the Closing Date.

6.2 COVENANTS. All covenants, agreements, and conditions contained in this Agreement to be performed or complied with by the Purchasers on or prior to the Closing Date shall have been performed or complied with in all material respects.

6.3 ZIMMERMAN CONSULTING ARRANGEMENT. The Company and Bernard Zimmerman & Co., Inc., a Connecticut corporation, shall have executed and delivered a Consulting Agreement in form and content reasonably satisfactory to the Company, the Purchasers and Bernard Zimmerman & Co., Inc.

6.4 INVESTMENT. The Escrow Agent shall have tendered, in the aggregate, at the Closing, the Purchase Price.

6.5 PROCEEDINGS. On or before the Closing Date, all actions, proceedings, instruments and documents, by or on behalf of the Purchasers to execute, deliver and carry out this Agreement and all agreements incidental hereto, and all other related legal matters, shall be reasonably satisfactory to the Company and its counsel.

6.6 COMPLIANCE CERTIFICATE. The Purchasers shall have delivered to the Company a certificate executed by each of the Purchasers dated as of the Closing Date certifying to the fulfillment of the conditions specified in Sections 6.1 and 6.2.

6.7 REQUIRED NOTICE. The Company shall have properly prepared, filed with the SEC and dispatched to stockholders the Form 14f-1 and the 10-day period required by Rule 14f-1 shall have elapsed.

SECTION 7. COVENANTS OF THE COMPANY.

The Company hereby covenants and agrees for the benefit of the Purchasers as follows:

7.1 OTHER OFFERS. Pending consummation of the transactions contemplated herein, the Company shall not seek or solicit other purchasers of the Company or any equity interest in the Company or otherwise entertain any proposal therefor, subject, however, to the fiduciary responsibility of the Company’s Board of Directors.

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7.2 REGULATORY REPORTS. As soon as practicable on or after the Effective Date, the Company shall file with the SEC and dispatch to its stockholders an information statement (the ”Form 14f-1”) satisfying all of the requirements of Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder with respect to this Agreement and the transactions contemplated hereby. The Company shall prepare and file timely with the SEC, state securities departments and other applicable regulatory authorities, including FINRA, such other reports or other filings as may be required in connection with the transactions contemplated herein.

7.3 DISCLOSURE REVIEW. The Company will furnish to the Purchasers copies of all documents disclosing this Agreement, the transactions contemplated herein and other of the matters discussed herein that the Company proposes to file with the SEC, including all amendments, supplements or exhibits thereto. All such copies must be provided sufficiently in advance to provide a reasonable opportunity to review such document and comment thereon. The Company agrees not to file any document described in this Section 7.3 if a Purchaser has expressed its objection to such filing or the substance thereof. Notwithstanding this Section 7.3, if (i) no Purchaser has communicated an objection and (ii) three business days have elapsed since the date on which all Purchasers received a copy of a proposed filing, then the Company may file such document with the SEC.

SECTION 8. COVENANTS OF THE PURCHASERS.

The Purchasers hereby covenant and agree for the benefit of the Company as follows:

8.1 INVESTMENT REPRESENTATION. Each of the Purchasers represents and agrees that he or it is acquiring the Securities for investment for his or its sole account and not with a view towards the public distribution or resale thereof and shall not offer, sell, transfer or assign any of the Securities except in compliance with pertinent federal and state securities laws, rules and regulations. Each Purchaser acknowledges that an appropriate restrictive legend will be imprinted on the certificates for the Securities and the Company’s stock transfer agent shall be instructed to make appropriate notation on the Company’s stock transfer ledger.

8.2 COOPERATION. The Purchasers shall cooperate reasonably with the Company and provide such information as the Company or its counsel reasonably may request to prepare regulatory reports or other filings.

SECTION 9. REGISTRATION RIGHTS.

9.1 CHANGE IN CONTROL. If, at any time after the Closing but on before the four-year anniversary of the Closing Date, the Company either (i) enters into an agreement to complete a Change in Control (as defined below) or (ii) otherwise experiences a Change in Control, then, at any time thereafter, any Purchaser may request that the Company file a registration statement on Form S-1 or, if available, Form S-3, with respect to all of the Securities then outstanding. Each request for a registration from a Purchaser must specify the approximate number of Securities requested to be registered. Upon receipt of any such request, the Company will promptly (but in no event later than 10 days following receipt thereof) deliver notice of such request to all other Purchasers who shall then have 10 days from the date such separate notice is given to notify the Company in writing of their desire to be included in such registration. The Company will then cause a registration statement on the applicable form to be filed within 60 days after the date on which the initial request is given and will use its reasonable best efforts to cause such registration statement to be declared effective by the Commission as soon as practicable thereafter. A Change in Control” includes (i) any person or group (other than a group composed exclusively of Purchasers) becoming the beneficial owner(s) of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding voting securities, or (ii) the consummation of a reorganization, merger or consolidation of the Company, or a sale or other disposition (in one or more transactions) of all or substantially all of the assets of the Company.

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9.2 PIGGYBACK REGISTRATION.

(a) Whenever the Company proposes to register any shares of its Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of registration statement to be used may be used for any registration of Securities (a “Piggyback Registration”), the Company will give prompt written notice (in any event no later than 60 days prior to the filing of such registration statement) to the Purchasers of its intention to effect such a registration and, subject to Section 9.2(b), shall include in such registration all Securities with respect to which the Company has received written requests for inclusion from the Purchasers within 30 days after the Company’s notice has been given to each such Purchaser.

(b) If a Piggyback Registration is initiated as an underwritten offering and the managing underwriter advises the Company and the Purchasers (if any Purchasers have elected to include Securities in such registration) in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included therein by Purchasers, allocated pro rata among all such Purchasers on the basis of the number of Securities owned by each such Purchaser or in such manner as they may otherwise agree; and (iii) third, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than holders of Securities), allocated among such holders in such manner as they may agree.

9.3 REGISTRATION PROCEDURE. If and whenever any Securities are registered pursuant to the provisions of this Section 9, the Company will use its best efforts to effect the registration and the sale of such Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will as soon as practicable:

(a) subject to Section 9.1, prepare and file with the Commission a Registration Statement with respect to such Securities and use its reasonable best efforts to cause such registration statement to become effective;

(b) prepare and file with the Commission such amendments, post-effective amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until all of such Securities have been disposed of and to comply with the provisions of the Securities Act with respect to the disposition of such Securities in accordance with the intended methods of disposition set forth in such registration statement;

(c) furnish to each Purchaser such number of copies of the Prospectus included in such registration statement (including each preliminary Prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Securities owned by such seller;

(d) use its reasonable best efforts to register or qualify such Securities under such other securities or “blue sky” laws of such jurisdictions as any Purchaser reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the disposition in such jurisdictions of the Securities owned by such Purchaser; provided, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 9.3(c);

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(e) advise the Purchasers, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued;

(f) otherwise use its reasonable best efforts to take all other steps necessary to effect the registration of such Securities contemplated hereby.

9.4 REGISTRATION EXPENSES. All expenses (other than selling expenses) incurred by the Company in complying with its obligations pursuant to this Section 9 and in connection with the registration and disposition of Securities, including, without limitation, all registration and filing fees, underwriting expenses (other than fees, commissions or discounts), expenses of any audits incident to or required by any such registration, fees and expenses of complying with securities and “blue sky” laws, printing expenses, fees and expenses of the Company’s counsel and accountants and reasonable fees and expenses of one counsel for the Purchasers participating in such registration as a group shall be paid by the Company. All selling expenses relating to Securities registered pursuant to this Agreement shall be borne and paid by the Purchasers, in proportion to the number of Securities registered for each such Purchaser.

9.5 INDEMNIFICATION.

(a) The Company will indemnify and hold harmless, to the fullest extent permitted by law, each Purchaser, including such Purchaser’s officers, directors, managers, members, partners, stockholders and affiliates, each underwriter, broker or any other person acting on behalf of such Purchaser and each other person, if any, who controls any of the foregoing persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against all losses, claims, actions, damages, liabilities and expenses, joint or several, to which any of the foregoing persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance; and shall reimburse such persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage or liability, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Purchaser expressly for use therein or by such Purchaser’s failure to deliver a copy of the registration statement, prospectus, free-writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Purchaser with a sufficient number of copies of the same prior to any written confirmation of the sale of Securities.

(b) In connection with any registration in which a Purchaser participates, each such Purchaser will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify and hold harmless, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each underwriter, broker or other person acting on behalf of the Purchasers and each person who controls any of the foregoing persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, actions, damages, liabilities or expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Purchaser; provided, that the obligation to indemnify shall be several, not joint and several, for each Purchaser and shall be limited to the net proceeds (after underwriting fees, commissions or discounts) actually received by such Purchaser from the sale of Securities pursuant to such registration statement.

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SECTION 10. MISCELLANEOUS.

10.1 GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Connecticut without giving effect to conflict of laws provisions.

10.2 ENTIRE AGREEMENT; AMENDMENT. This Agreement, and any other documents delivered pursuant hereto, including exhibits or schedules hereto constitute the full and entire understanding and agreement among the parties with regard to the subject hereof and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.

10.3 SPECIFIC PERFORMANCE. Unless proceeding with the Closing would violate the fiduciary responsibilities of its Board of Directors, if, at any point on or before July 15, 2014, the conditions specified in Section 6 of this Agreement have been satisfied and the Company fails or refuses to proceed with a Closing, then the Purchasers may seek specific performance of the Company’s obligations under this Agreement (in addition to any other remedies available under this Agreement), including but not limited to issuance and delivery of the Securities in accordance with Section 1; provided, however, that such action must be commenced the Purchasers within four months after such right of action arises.

10.4 NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by facsimile transmission, by hand or by messenger or overnight express, addressed:

(a) if to the Purchasers to the address listed after such Purchaser’s name on Exhibit A or at such other address as such Purchaser shall have furnished to the Company with a copy to (which copy shall not constitute notice):

Faegre Baker Daniels LLP

90 South Seventh Street

2200 Wells Fargo Center

Minneapolis, MN 55402

Fax: 612-766-1600

Attention: Jonathan R. Zimmerman

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(b) if to the Company, to:

Bernard Zimmerman, President

FCCC, Inc.

c/o Lev & Berlin, P.C.

200 Connecticut Avenue, 5th Floor

Norwalk, CT 06854

Fax: 203-854-1652

or at such other address as the Company shall have furnished to the Purchasers with a copy to (which copy shall not constitute notice):

Duane L. Berlin, Esq.

Lev & Berlin, P.C.

200 Connecticut Avenue, 5th Floor

Norwalk, CT 06854

Fax: 203-854-1652

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when received if delivered personally, if sent by facsimile, the first business day after the date of confirmation that the facsimile has been successfully transmitted to the facsimile number for the party notified, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid.

10.5 DELAYS OR OMISSIONS. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach or default of another party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring; nor shall nay waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

10.6 EXPENSES. Subject to Section 5.8 above, each party will pay all of their expenses , including without limitation counsel or other professional fees and disbursements but excluding any brokerage or finders’ fees or agents’ commissions or any similar charges, reasonably incurred in connection with the negotiation and preparation of this Agreement and the transactions contemplated herein (the “Expenses”).

10.7 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one instrument.

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10.8 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision, which shall be replaced with an enforceable provision closest in intent and economic effect as the severed provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

10.9 TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

10.10 KNOWLEDGE CONVENTION. For all purposes of this Agreement, the term “knowledge” means, with respect to an individual, that such individual is actually aware of a particular fact or other matter, with no obligation to conduct any inquiry or other investigation to determine the accuracy of such fact or other matter. A person other than an individual shall be deemed to have knowledge of a particular fact or other matter if the officers, directors or other management personnel of such person had knowledge of such fact or other matter.

10.11 SURVIVAL OF WARRANTIES. The representations and warranties of the Company and the Purchasers contained in or made pursuant to this Agreement shall survive execution and delivery of this Agreement and the Closing for a period of two years and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Purchasers or the Company.

10.12 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto, as the case may be.

10.13 FURTHER ASSURANCES. Each party hereto agrees to do all acts and things, and to make, execute and delivery such written instruments, as shall from time to time be reasonably required to carry out the terms and provisions of this Agreement.

[Signatures on Following Page]

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IN WITNESS WHEREOF, the parties hereto have executed this Securities Purchase Agreement as of the day and year first above written.

The Company:
FCCC, INC.
By:	/s/ Bernard Zimmerman
	Bernard Zimmerman
	President and Chief Executive Officer
Purchasers:
By:	/s/ Frederick L. Farrar
	Frederick L. Farrar
LFM Investments, Inc.
By:	/s/ Fred J. Merritt
Name:	Fred J. Merritt
Its:	President
CHAFRE, LLC
By:	/s/ Frederick L. Farrar
Name:	Frederick L. Farrar
Its:	Managing Member
By:	/s/ Charles E. Lanham
	Charles E. Lanham
By:	/s/ Daniel R. Loftus
	Daniel R. Loftus

[Signature Page to Securities Purchase Agreement]

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Exhibit A

to Securities Purchase Agreement

Schedule of Purchasers

Purchaser	Shares
Frederick L. Farrar 3502 Woodview Trace, Suite 200 Indianapolis, IN 46268		525,000
LFM Investments, Inc. 1650 W. 106thSt. Indianapolis, IN 46032		500,000
Chafre, LLC 3502 Woodview Trace, Suite 200 Indianapolis, IN 46268		400,000
Charles E. Lanham 7564 Silver Pine Court Indianapolis, IN 46250		290,000
Daniel R. Loftus 5210 Heathrow Hill Drive Brentwood, TN 37027		185,000
Total:		1,900,00

[Signature Page to Securities Purchase Agreement]

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

 PURSUANT TO SECTION 302, OF THE SARBANES-OXLEY ACT OF 2002

I, Bernard Zimmerman, certify that:

1. I have reviewed this annual report on Form 10-K for the year ended March 31, 2014 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 certifying officer is responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) 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

d) 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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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.

 6. The registrant’s other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: June 27, 2014	By:	/s/ Bernard Zimmerman
		Bernard Zimmerman
		President, Chief Executive Officer and Principal
		Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Annual Report of FCCC, Inc. (the “Company”) on Form 10-K for the year ended March 31, 2014 as filed with the Securities and Exchange Commission (the “Report”), I, Bernard Zimmerman, Principal Executive Officer and Principal Financial Officer certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 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.

Dated: June 27, 2014	By:	/s/ Bernard Zimmerman
		Bernard Zimmerman
		President, Chief Executive Officer and Principal
		Financial Officer

XML

STOCK OPTIONS:

12 Months Ended

Mar. 31, 2014

Notes to Financial Statements

NOTE 3 - STOCK OPTIONS:

The Company had one stock option plan during previous years. The 2002 Equity Incentive Plan (the 2002 Plan) was adopted in 2003. The Company has reserved 150,000 shares of stock for grants under the 2002 plan. Pursuant to the Plan, the Company’s employees, officers, consultants, and directors are eligible to receive grants of incentive and/or non-incentive stock options. The Plan provides 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.

During the year ended March 31, 2014, this option plan has expired.

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. All options subsequently were vested. No options were exercised during the years ended March 31, 2014 and 2013 and no compensation cost has been recognized for stock options awarded under the 2002 Plan.

Options for 15,000 shares were cancelled during the year ended March 31, 2010. The exercise price of the 2002 Plan options were reduced from $1.05 per share to $0.25 per share in conjunction with the Company’s payment of a cash distribution to stockholders of $0.80 per share in August 2009. Options for 30,000 shares were outstanding under this plan.

During October 2013, all remaining options expired unexercised.

The weighted-average remaining contractual life of the outstanding options is “None”.

During fiscal 2014 and 2013, no new share based payments were granted, and no compensation expense was recognized.

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FINANCIAL INSTRUMENTS:

12 Months Ended

Mar. 31, 2014

Notes to Financial Statements

NOTE 2 - FINANCIAL INSTRUMENTS:

Concentrations of Credit Risk:

The Company’s financial instruments that are exposed to concentrations of credit risk consist of cash on deposit with financial institutions.

Fair Value of Financial Instruments:

The Company follows FASB ASC 825 “Fair Value of Financial Instruments”, which requires disclosure of the fair value of financial instruments for which the determination of fair value is practicable. The fair value of a financial instrument is defined 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.

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BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Current assets:
Cash	$ 42	$ 79
Total current assets	42	79
Other assets	1	1
TOTAL ASSETS	43	80
Current liabilities:
Accounts payable and other accrued expenses	15	9
Total current liabilities	15	9
TOTAL LIABILITIES	15	9
Stockholders' equity:
Common stock, no par value, authorized 22,000,000 shares, issued and outstanding 1,561,022 shares at March 31, 2014 and March 31, 2013	781	781
Additional paid-in capital	8,035	8,035
Accumulated deficit	(8,788)	(8,745)
Total stockholders' equity	28	71
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 43	$ 80

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STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash Flows from Operating Activities:
Net Loss	$ (43)	$ (37)
Increase (Decrease) in liabilities:
Accounts payable and accrued expenses	6	(1)
Net cash used in operating activities	(37)	(38)
Net changes in cash and cash equivalents	(37)	(38)
Cash and cash equivalents, beginning of year	79	117
Cash and cash equivalents, end of year	$ 42	$ 79

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INCOME TAXES (Details 2)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Taxes Details 2
Federal statutory rate	34.00%	34.00%
State tax, net of federal tax effect	4.95%	4.95%
Valuation allowance	(38.95%)	(38.95%)
Effective tax rate	0.00%	0.00%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

12 Months Ended

Mar. 31, 2014

Notes to Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Company Operations:

The accompanying financial statements of FCCC, Inc. (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

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.

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 a financial institution. Accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 at such institution. At various times throughout the year, cash balances may exceed FDIC limits. At March 31, 2014 there were no uninsured amounts.

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.

Dividends:

The Company may or may not pay cash dividends or make other distributions in the future depending on a number of factors. The Company may, however, pay a cash dividend or other distribution as part of a merger, acquisition, reverse merger or business combination transaction or if the Board of Directors deems it advisable for the benefit of all shareholders at any time.

Income Taxes:

The Company utilizes the asset and liability method of accounting for deferred income taxes as prescribed by the FASB Accounting Standard Codification, (“ASC”), 740 (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 basis of certain assets and liabilities.

As required by ASC 740-10, “Income Taxes”, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Management does not believe that there are any uncertain tax positions which would have a material impact on the financial statements. The Company has elected to include interest and penalties related to uncertain tax positions as a component of income tax expense. To date, the Company has not recorded any interest or penalties related to uncertain tax positions.

Advertising:

The Company expenses advertising costs as incurred. Advertising expense included in operating expenses was $850 and $-0- for the years ended March 31, 2014 and 2013 respectively.

Earnings Per Common Share:

The Company follows FASB ASC 260 (“Earnings Per Share”). 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 loss per common share was calculated using the following number of shares:

	March 31
	2014		2013
Weighted average number of common shares outstanding		1,561,022		1,561,022

Revenue and Cost Recognition:

The Company’s only source of revenue is interest income earned from a money market account held at a financial institution. This income is recognized at the end of each quarter.

Common Stock Warrants:

None outstanding.

Recently Issued Accounting Pronouncements:

The FASB has issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operation.

The Financial Accounting Standards Board (“FASB”), on February 14, 2013, issued a proposed Accounting Standards Update (“ASU”) to Accounting Standards Codification (“ASC”) Subtopic 825-10 Financial Instruments-Overall - Recognition and Measurement of Financial Assets and Financial Liabilities. This proposed ASU was developed as part of the FASB’s broader project in conjunction with the International Accounting Standards Board (“IASB”) to improve and converge accounting and financial reporting for financial instruments. The FASB believes that the proposed ASU would improve financial reporting by providing a comprehensive framework for classifying and measuring financial instruments. The adoption of this guidance will 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.

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BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2014	Mar. 31, 2013
Stockholders' equity:
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	22,000,000	22,000,000
Common stock, shares issued	1,561,022	1,561,022
Common stock, shares outstanding	1,561,022	1,561,022

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
New Pronouncement and share based awards
Weighted average number of common shares outstanding	1,561,022	1,561,022

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Document and Entity Information (USD $)	12 Months Ended
	Mar. 31, 2014	Jun. 25, 2014
Document And Entity Information
Entity Registrant Name	FCCC INC
Entity Central Index Key	0000730669
Document Type	10-K
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float	$ 173,000
Entity Common Stock, Shares Outstanding		1,561,022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2014

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Summary Of Significant Accounting Policies Details Narrative
Advertising expense	$ 850	$ 0

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STATEMENTS OF OPERATIONS (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Income:
Interest income		[1]	$ 1
Total income			1
Expense:
Legal expenses	13		8
Operating and administrative expenses	30		30
Total expense	43		38
Net Loss	$ (43)		$ (37)
Basic and diluted loss per share:	$ (0.02)		$ (0.02)
Weighted average common shares outstanding:
Basic and Diluted	1,561,022		1,561,022

[1] Less than $1,000.

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SUBSEQUENT EVENTS:

12 Months Ended

Mar. 31, 2014

Notes to Financial Statements

NOTE 6 - SUBSEQUENT EVENTS

On June 27, 2014, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Frederick L. Farrar, LFM Investments, Inc., Chafre, LLC, Charles E. Lanham and Daniel R. Loftus (collectively, the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers an aggregate of 1,900,000 shares (the “Shares”) of Common Stock for aggregate cash consideration equal to $380,000. The Shares represent approximately 54.9% of the issued and outstanding shares of the Company’s Common Stock. A closing is expected to occur pursuant to the Purchase Agreement upon satisfaction of all of the conditions thereunder, which management anticipates will occur on or after July 7, 2014. Because the transactions contemplated by the Purchase Agreement remain subject to conditions, there can be no assurance that a closing will occur.

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INCOME TAXES:

12 Months Ended

Mar. 31, 2014

Notes to Financial Statements

NOTE 5 - INCOME TAXES:

The Company’s deferred tax asset relates to net operating losses that may be carried forward to future years. At March 31, 2014, the Company has available net operating losses of $ 582,422 and $399,375 for federal and state income taxes, respectively, that expire from 2018 to 2028. For the years ended March 31, 2014 and 2013, approximately $81,000 and $497,000 in federal net operating losses have expired, respectively. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry-forward are offset by a valuation allowance of the same amount. The net change in the valuation allowance resulted in a decrease of $10,193 and $153,772 for the years ended March 31, 2014, and 2013, respectively. Internal Revenue Code Section 382 limits the utilization of net operating loss carryforwards upon a change in control of a Company. Therefore, the amount available to offset future taxable income may be limited, should such a change in control occur.

The Company’s deferred tax asset and valuation allowance as of March 31, 2014 and 2013 are as follows:

	March 31
	2014			2013
Net Operating Losses	$	225,980		$	236,173
Valuation Allowance		(225,980	)		(236,173	)
	$	–		$	–

The Company’s provision for federal and state income taxes for the years ended March 31, 2014 and 2013 consist of the following:

	March 31
	2014			2013
Current Tax Benefit	$	(17,478	)	$	(15,302	)
Benefit of net operating loss		17,478			15,302
Net tax provision	$	–		$	–

The Company’s effective tax rate differed from the federal statutory income tax rate for the years ended March 31, 2014 and 2013 as follows:

	March 31
	2014			2013
Federal statutory rate		34.0%			34.0%
State tax, net of federal tax effect		4.95%			4.95%
Valuation allowance		(38.95%	)		(38.95%	)
Effective tax rate		0.0%			0.0%

As of March 31, 2014 and 2013, the Company does not believe that it has taken any tax positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next twelve months. The Company’s income tax returns are subject to examination by the appropriate taxing jurisdictions. As of March 31, 2014, the Company’s income tax returns generally remain open for examination for three years from the date filed with each taxing jurisdiction.

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INCOME TAXES (Details Narrative) (USD $)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Net operating loss carry-forward	$ 582,422
Federal and state income taxes	399,375
Federal net operating losses	81,000	497,000
Valuation allowance	$ 10,193	$ 153,772
Maximum [Member]
Expiration Dates	2028
Minimum [Member]
Expiration Dates		2018

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COMMITMENTS AND CONTINGENCIES AND FINANCIAL INSTRUMENTS WITH OFF BALANCE SHEET RISK (Details Narrative) (USD $)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Commitments And Contingencies And Financial Instruments With Off Balance Sheet Risk Details Narrative
Rent expense	$ 6,000	$ 6,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Tables)

12 Months Ended

Mar. 31, 2014

Summary Of Significant Accounting Policies Tables

Earning per share

	March 31
	2014		2013
Weighted average number of common shares outstanding		1,561,022		1,561,022

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RECLASSIFICATION:

12 Months Ended

Mar. 31, 2014

Notes to Financial Statements

NOTE 7 - RECLASSIFICATION:

Certain 2013 financial statement amounts have been reclassified to conform to the 2014 presentation. These reclassifications have had no effect on total stockholders’ equity.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Policies)

12 Months Ended

Mar. 31, 2014

Summary Of Significant Accounting Policies Policies

Company Operations:

The accompanying financial statements of FCCC, Inc. (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

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.

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 a financial institution. Accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 at such institution. At various times throughout the year, cash balances may exceed FDIC limits. At March 31, 2014 there were no uninsured amounts.

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.

Dividends:

The Company may or may not pay cash dividends or make other distributions in the future depending on a number of factors. The Company may, however, pay a cash dividend or other distribution as part of a merger, acquisition, reverse merger or business combination transaction or if the Board of Directors deems it advisable for the benefit of all shareholders at any time.

Income Taxes:

The Company utilizes the asset and liability method of accounting for deferred income taxes as prescribed by the FASB Accounting Standard Codification, (“ASC”), 740 (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 basis of certain assets and liabilities.

As required by ASC 740-10, “Income Taxes”, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Management does not believe that there are any uncertain tax positions which would have a material impact on the financial statements. The Company has elected to include interest and penalties related to uncertain tax positions as a component of income tax expense. To date, the Company has not recorded any interest or penalties related to uncertain tax positions.

Advertising:

The Company expenses advertising costs as incurred. Advertising expense included in operating expenses was $850 and $-0- for the years ended March 31, 2014 and 2013 respectively.

Earnings Per Common Share:

The Company follows FASB ASC 260 (“Earnings Per Share”). 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 loss per common share was calculated using the following number of shares:

	March 31
	2014		2013
Weighted average number of common shares outstanding		1,561,022		1,561,022

Revenue and Cost Recognition:

The Company’s only source of revenue is interest income earned from a money market account held at a financial institution. This income is recognized at the end of each quarter.

Common Stock Warrants:

None outstanding.

Recently Issued Accounting Pronouncements:

The FASB has issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operation.

The Financial Accounting Standards Board (“FASB”), on February 14, 2013, issued a proposed Accounting Standards Update (“ASU”) to Accounting Standards Codification (“ASC”) Subtopic 825-10 Financial Instruments-Overall - Recognition and Measurement of Financial Assets and Financial Liabilities. This proposed ASU was developed as part of the FASB’s broader project in conjunction with the International Accounting Standards Board (“IASB”) to improve and converge accounting and financial reporting for financial instruments. The FASB believes that the proposed ASU would improve financial reporting by providing a comprehensive framework for classifying and measuring financial instruments. The adoption of this guidance will 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.

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INCOME TAXES: (Tables)

12 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

Deferred tax asset

	March 31
	2014			2013
Net Operating Losses	$	225,980		$	236,173
Valuation Allowance		(225,980	)		(236,173	)
	$	–		$	–

Provision for federal and state income taxes

	March 31
	2014			2013
Current Tax Benefit	$	(17,478	)	$	(15,302	)
Benefit of net operating loss		17,478			15,302
Net tax provision	$	–		$	–

Effective tax rate differed from the federal statutory income tax rate

	March 31
	2014			2013
Federal statutory rate		34.0%			34.0%
State tax, net of federal tax effect		4.95%			4.95%
Valuation allowance		(38.95%	)		(38.95%	)
Effective tax rate		0.0%			0.0%

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INCOME TAXES (Details 1) (USD $)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Taxes Details 1
Current Tax Benefit	$ (17,478)	$ (15,302)
Benefit of net operating loss	17,478	15,302
Net tax provision

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STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) In Thousands, except Share data	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Amount at Mar. 31, 2012	$ 781	$ 8,035	$ (8,708)	$ 108
Beginning Balance, Shares at Mar. 31, 2012	1,561,022
Net Loss			(37)	(37)
Ending Balance, Amount at Mar. 31, 2013	781	8,035	(8,745)	71
Ending Balance, Shares at Mar. 31, 2013	1,561,022
Net Loss			(43)	(43)
Ending Balance, Amount at Mar. 31, 2014	$ 781	$ 8,035	$ (8,788)	$ 28
Ending Balance, Shares at Mar. 31, 2014	1,561,022

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COMMITMENTS AND CONTINGENCIES AND FINANCIAL INSTRUMENTS WITH OFF BALANCE SHEET RISK:

12 Months Ended

Mar. 31, 2014

Notes to Financial Statements

NOTE 4 - 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 from an unaffiliated party for $500 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 $500 per month. Rent expense totaled $6,000 for each of the years ended March 31, 2014 and 2013, respectively.

The Company currently has a consulting arrangement (the “Zimmerman Consulting Agreement”) with Bernard Zimmerman & Company, Inc., whose President and controlling shareholder is Bernard Zimmerman, currently the President, Chief Executive Officer and Principal Financial Officer of the Company. The Zimmerman Consulting Agreement provided for monthly payments of $2,000 to Mr. Zimmerman or his affiliate plus reasonable and necessary out-of-pocket expenses. Upon the expiration of the Zimmerman Consulting Agreement on July 1, 2006, the Board of Directors authorized the extension of the Zimmerman Consulting Agreement, on a month-to-month basis. Effective August 1, 2011, the monthly fee payable under the Zimmerman Consulting Agreement was reduced to $1,500 per month. Effective April 1, 2012, the monthly consulting fee under the Zimmerman Consulting Agreement was eliminated.

In connection with the Purchase Agreement, as discussed further in Note 6, and subject to a closing thereunder, the Company has agreed to enter into a new consulting agreement with Bernard Zimmerman & Company, Inc., which will be effective as of July 1, 2014 and which will supersede the Zimmerman Consulting Agreement. The new consulting agreement will have a twelve-month term and Bernard Zimmerman & Company, Inc. will provide similar services as under the Zimmerman Consulting Agreement in exchange for monthly payments of $2,000, with the right of the Company to terminate the agreement prior to the sixth month of the term for an early termination fee of $12,000 less payments made prior to termination.

Management of the Company expects to use consultants, attorneys and accountants as necessary, and it is not expected that FCCC, Inc. will have any full-time or other employees, except as may be the result of completing a transaction.

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INCOME TAXES (Details) (USD $)	Mar. 31, 2014	Mar. 31, 2013
Income Taxes Details
Net Operating Losses	$ 225,980	$ 236,173
Valuation Allowance	(225,980)	(236,173)
Total